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HomeMy WebLinkAboutHuntington Gateway Industrial, LLC - 2021-09-07 fj"l o✓ETD -O City of Huntington Beach File #: 21-639 MEETING DATE: 9/7/2021 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Oliver Chi, City Manager PREPARED BY: Sean Crumby, Director of Public Works Subject: Approve the execution ad recordation of a License Agreement with Huntington Gateway Industrial, LLC for the Huntington Gateway Phase I Industrial Project Statement of Issue: A License Agreement between the City and Huntington Gateway Industrial, LLC (owner/developer) is presented for City Council approval and execution for the Huntington Gateway Phase I industrial project located on the east side of Bolsa Chica Street, north of Bolsa Avenue. Financial Impact: No funding is required for this action. Recommended Action: Approve and authorize the Mayor and City Clerk to execute and record the "License Agreement between the City of Huntington Beach and Huntington Gateway Industrial, LLC to Provide Installation and Maintenance of Landscaping and Landscaping Improvements in the Public Right-of-Way" for the Huntington Gateway Phase I industrial project (Attachment 1), Alternative Action(s): Do not authorize execution of the "License Agreement between the City of Huntington Beach and Huntington Gateway Industrial, LLC to Provide Installation and Maintenance of Landscaping and Landscaping Improvements in the Public Right-of-Way" for the Huntington Gateway Phase I industrial project, with findings for denial, and direct staff accordingly. Absent this agreement, the City would be responsible for maintenance of the improvements within the public right-of-way related to the subject project, which would result in increased future maintenance costs for the City. Additionally, without this Agreement, the developer would be unable to satisfy the project's Conditions of Approval. Analysis: The Huntington Gateway Phase I industrial project is a commercial/industrial development located on the east side of Bolsa Chica Street, north of Bolsa Avenue, and consists of 242,975 square feet of commercial/industrial warehouse space, outdoor parking and onsite/offsite utility upgrades. The City of Huntington Beach Page t of 2 Pnnted on 9/1/2021 ::ae-e�lrl Lei sz "' File #: 21-639 MEETING DATE: 9/7/2021 project's development requirements include the construction of and responsibilities for future maintenance of landscaping and hardscape improvements within the Bolsa Chica Street and Bolsa Avenue right-of-ways. To document this responsibility, the developer/owner is required to execute the appropriate landscape maintenance license agreement for all landscaping, irrigation, street furniture and hardscape that encroaches into the aforementioned City rights-of-way. In addition to landscaping and irrigation, the agreement also addresses sidewalk cleaning, trash cans, disposal of trash, signs, tree replacement and all other aspects of maintenance for these areas, and that property ownership shall be responsible for all costs associated with this maintenance, repair, replacement and liability. Public Works Commission Action: Not applicable for this request. Environmental Status: The agreement is categorically exempt from the California Environmental Quality Act, pursuant to City Council Resolution No. 4501 . Strategic Plan Goal: Economic Development & Housing Attachments 1. "License Agreement between the City of Huntington Beach and Huntington Gateway Industrial, LLC to Provide Installation and Maintenance of Landscaping and Landscaping Improvements in the Public Right-of-Way" City of Huntington Beach Page 2 of 2 Printed on 911/2021 oowerE35q Legistar" i Recorded in Official Records, Orange County i Hugh Nguyen, Clerk-Recorder IIIIIIIIIIIIIIIIIIIIIIIIIII4IIINIIIIIIIIIIIIIIIIIIIIIII�IIIIIIIIIIIIIIII NO FEE 5 R 0 0 1 3 1 6 a 6 1 9 t, RECORDING REQUESTED BY: 2021000574788 11:15 am 09/15/21 CITY OF HUNiINGTON BEACH 90 RW9A Al2 17 0.00 0.00 0.00 0.00 48.00 0.00 0.000.000.00 0.00 WHEN RECORDED MAIL TO: City Clerk City of Huntington Beach P.O. Box 190 / 2000 Main Street Huntington Beach, CA 92648 Fee exempt per Govemment Code i 6103 SPACE ABOVETHIS LINE FOR RECORDER'S USE LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HUNTINGTON GATEWAY INDUSTRIAL, LLC,TO PROVIDE INSTALLATION AND MAINTENANCE OF LANDSCAPING AND LANDSCAPING IMPROVEMENTS iN THE PUBLIC RIGHT-OF-WAY This License Agreement (the "Agreement") is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY." and Huntington Gateway Industrial, LLC, hereinafter referred to as "LICENSEE." WHEREAS, Huntington Gateway industrial, LLC, is the owner of certain real property located in the City of Huntington Beach, County of Orange, State of California, which is more particularly described in the legal description attached hereto as Exhibit "A" and incorporated by this reference ' (the "Property"); and f CiTY is the owner of those certain areas in the immediate vicinity of the Property that are depicted on Exhibit "B" attached hereto and incorporated herein by this reference (the "improvement Areas"); and ? In connection with the development of the Property. CITY and LICENSEE desire to assign responsibility for the installation and maintenance of landscaping and hardscaping within the Improvement Areas; as defined below in Section 5, and the costs associated therewith in accordance with plans and specifications submitted by LICENSEE and as reasonably approved by CITY; and By this Agreement, CITY and LICENSEE desire to clarify and specifically delineate their obligations with respect to the installation and maintenance of landscaping within the Improvement Areas. ` NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged, CITY and LICENSEE covenant and agree as follows: 1. GRANT OF LICENSE. Subject to terms and conditions hereinafter set forth, CITY hereby grants to LICENSEE a non-exclusive, revocable license ("License") to install and maintain landscaping and hardscaping within the Improvement Areas pursuant to the terms as set forth in this Agreement. This docurnom is w1*for dw of11cN 21-9902/260804 1 buskwm of the City of Hunt*wmn seack .oont&rnpkted under Gowmrt Code Sec. 27383 and shouRfW ncarded hw ofCIM i RECORDING REQUESTED BY: CITY OF HUNTINGTON BEACH WHEN RECORDED MAIL TO: City Clerk City of Huntington Beach P.O. Box 190 / 2000 Main Street Huntington Beach, CA 92648 Fee exempt per Government Code § 6103 SPACE ABOVE THIS LINE FOR RECORDER'S USE LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HUNTINGTON GATEWAY INDUSTRIAL, LLC, TO PROVIDE INSTALLATION AND MAINTENANCE OF LANDSCAPING AND LANDSCAPING IMPROVEMENTS IN THE PUBLIC RIG FIT-OF-WAY This License Agreement (the "Agreement") is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY," and Huntington Gateway Industrial, LLC, hereinafter referred to as "LICENSEE." WHEREAS, Huntington Gateway Industrial, LLC, is the owner of certain real property located in the City of Huntington Beach. County of Orange, State of California, which is more particularly described in the legal description attached hereto as Exhibit "A" and incorporated by this reference (the "Property"); and CITY is the owner of those certain areas in the immediate vicinity of the Property that are depicted on Exhibit "B" attached hereto and incorporated herein by this reference (the "Improvement Areas"); and In connection with the development of the Property, CITY and LICENSEE desire to assign responsibility for the installation and maintenance of landscaping and hardscaping within the Improvement Areas, as defined below in Section 5, and the costs associated therewith in accordance with plans and specifications submitted by LICENSEE and as reasonably approved by CITY; and By this Agreement, CITY and LICENSEE desire to clarify and specifically delineate their obligations with respect to the installation and maintenance of landscaping within the Improvement Areas. NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged, CITY and LICENSEE covenant and agree as follows: I. GRANT OF LICENSE. Subject to terms and conditions hereinafter set forth, CITY hereby grants to LICENSEE a non-exclusive, revocable license ("License") to install and maintain landscaping and hardscaping within the Improvement Areas pursuant to the terms as set forth in this Agreement. 21-9902/260804 1 2. TERM. The term of the License (the "Tenn") granted herein shall be perpetual, provided that CITY may terminate the License and this Agreement upon thirty (30) days written notice to LICENSEE. 3. TERMINATION. In the event of any such termination, the CITY may, at its option, either: (a) at its sole expense, disconnect existing water and electrical supply sources to the Improvement .Areas from the Property (leaving the water and electrical systems serving the Property full\, functional and in compliance with law), and construct and reconnect CITY water and electrical supply sources to the Improvement Areas, or (b) continue to use water and electricity from the Property for the Improvement Areas. in which case CITY shall agree in writing, upon terms acceptable to the parties, to reimburse LICENSEE on a monthly basis for the reasonable costs of such water and electricity, and, at its sole expense, to maintain in a good condition and repair the portion of the water and electrical systems located in the Improvement Areas. 4. DESCRIPTION 017 IMPROVEMENTS. All improvements installed within the Improvement Areas shall be as depicted on those certain plans and specifications as approved by the CITY relative to the Property and the subject development thereof. The landscaping and other improvements within the Improvement Areas for which LICENSEE, at its sole cost at no expense to the CITY. shall install. repair, maintain. and/or replace in accordance with the terms of this License shall be collectively referred to as the "LICENSEE'S Improvements" and includes the following: Landscaping, Irrigation Systems and Plant Material Plants and trees in accordance with the Landscaping Plans relative to the Property and the subject development thercol'submitted by LICENSEE'- and approved by the CITY and the irrigation systems serving the same. I-landscaping: Enhanced and concrete paving including sidewalks, driveways, access ramps and stairs in accordance with the precise grading plans relative to the Property and the subject development thercol'submitted by LICENSEE and approved by the CITY. 5. MAINTENANCE RESPONS113ILfI'IES. At LICENSEE'S sole cost and expense and during the Term, LICENSEE agrees to perform all maintenance responsibilities for the Improvement .Areas, including, but not limited to: sidewalk cleaning; trash disposal; signs; watering; repairing and/or adjusting irrigation systems when fiilures occur; fertilizing; cultivating; edging; performing general planting and trimming or other corrective gardening; spraying grass and plants with both insecticides and herbicides; and, generally keeping the Improvement Areas in a clean. secure and attractive condition, taking into consideration normal growth of the landscape materials and a continuation of the aesthetic quality of the area. During the Term, LICENSEE agrees to maintain and keep the Improvement Areas in good condition and repair, free and clear of litter and debris and free from any nuisances and to comply with all health and police regulations, in all respects at all times. LICENSEE agrees to dispose of litter and debris in a sanitary and legal manner and location. All of the responsibilities listed in this Paragraph 5 (including subparts) shall collectively be referred to as "N'laintenance Responsibilities," and shall apply only during the Term. 21-9902/260804 2 (a) Maintenance of"frees and plants. LICENSEE's maintenance obligations shall include watering, repairing, maintaining, adjusting and monitoring irrigation systems when failures occur, fertilizing, edging, performing general planting and trimming or other corrective maintenance. spraying with insecticides and herbicides, and generally keeping the Improvement Areas in a clean, secure and attractive condition, taking into consideration normal growth of the landscape materials and a continuation of the aesthetic quality of the Improvement Areas. including but not limited to the following: 1 . provide and apply fertilizer as necessary to sustain healthy growth. 2. Maintain the Improvement Areas to allow access by CITY personnel to CITY facilities and in a condition that is substantially free from weeds, debris and harmful insects at all times. 3. Keep plantings trimmed to eye pleasing appearance. 4. Use only those pesticides and fertilizers approved by the State of California and in a manner consistent with label and legal restrictions. 5. Remove and replace unhealthy, dead, invasive or unplanned plantings as they are observed. 6. Keep the entire area policed and free of'litter and deleterious material. LICENSEE shall provide trash pick-up, sweeping, and clean-up as required to ensure no offensive odors. gun, wax. litter, liquids or other materials are allowed to remain on or stain paying, planters, containers, decorative features, artwork or other surfaces. 7. Maintain, repair and operate irrigation system in a manner that prevents water from flooding onto the right-of-ways. S. All tree trimming shall be done by an I.S.A. Certified Arborist or an I.S.A. Certified tree worker under the direct supervision ofan I.S.A. Certified Arborist. Said trimming shall be per the International Society of Arborist, A.N.S.I. 300A standards. Any tree work not conforming to these requirements shall be subject to damage assessment by the City of Huntington Beach Tree Supervisor. Damages may potentially lead to penalties which can involve removing and replacing the damaged tree with an approved replacement of the same size that was originally planted, and payment Of fines equal to the value of the original (damaged) tree. Any fines shall be payable by LICENSEE to the CITY. 9. If for any reason LICENSEE is unable to maintain the Improvement Areas in a manner satisfactory to the CITY. LICENSEE shall re-landscape the Improvement Areas to a condition acceptable to the CITY at LICENSEE's sole cost and expense. 10. Control and maintain the Improvement Areas such that no landscaping or plant materials growth, or irrigation water spray, obstructs or hinders vehicular or pedestrian traffic, or encroaches across or onto any bicycle path, sidewalk, public access area. the street right-of-way from the edge of the curb/gutter to the center of any street right-of-way. 21-9902/260804 3 11. Conform to all applicable Best Management Practices set forth in the CITTS Local Implementation Plan Section A-9, Existing Development Exhibit A-9.1 I. BiVIP Pact Sheet I C7 Landscape Maintenance and the Arboricultural and Landscape Standards Specification issued by the Department of Public Works. (b) Maintenance of Hardscape Material. LICENSEE's maintenance obligations shall include all concrete and enhanced hardscaping material including all sidewalks. driveways, access ramps and stairs. Maintenance includes, but is not limited to. linear root barriers, concrete repair and replacement. grinding or patching variations in elevation of sidewalks and driveways for an acceptable riding surface, and the removal of'dirt. debris, graffiti, weeds, and any other deleterious items or material on or about the sidewalks or driveways in an expeditious manner. (c) Utilities Serving the Improvement Areas. LICENSEE shall bear the expense of electricity and any other utility necessary to serve the Improvement Areas. LICENSEE shall be responsible for using such utilities in a secure and hazardless manner. complying in all respects with applicable codes and ordinances. (d) Signage. LICENSEE shall repair and maintain during the Term any signage constructed and installed on the Improvement Areas by LICENSEE. 6. PLANS AND SPECIFICATIONS. Throughout the Term. LICENSEE shall perform, at its sole cost and expense, any and all repairs, replacements or refurbishing to the Improvements which LICENSEE constructs in the Improvement Areas as necessary to bring the Improvements into an operating condition, all in accordance with plans and specifications as submitted by LICENSEE to CITY. which plans and specifications shall be subject to the prior written approval of CITY. No changes. modifications. or alterations may be made to the Improvement Areas without the prior written consent of CITY. 7. MATERIAL ALTERATIONS. After the approval of the plans and specifications and the installation of the Improvements in the Improvement Areas in accordance with the plans and specifications. no material chances, modifications or alterations may be made to the Improvement Areas Without the prior written consent of CITY. 8. CITY REOUIRLMENTS. LICENSEE, or anyone performing work on behalf of LICENSEE, shall be properly licensed by CITY for any work performed on the Improvement Areas. Furthermore. LICINSEE, or anyone performing work on behalf of LICENSEE, shall acquire the proper encroachment permit and comply with all other CITY requirements prior to performing any work on Improvement Areas in the public right-ot=way. 9. CITY RIGHT TO INSPECT. CITY shall have the right to inspect the Improvement Areas at any time to ensure that LICENSEE is performing its obligations hereunder. CETY and LICENSEE shall negotiate in good faith to come to a mutual agreement as to the time and date for such inspections. 10. DAMAGE TO IMPROVEi\•tENT AREAS. In the event any damage is caused to any pathways. sidewalks, curbs, gutters, street furniture. street lights. medians, streets or utilities as a result ofthc installation by Licensee of the landscaped material installed on the Improvement Areas and/or the performance of the maintenance responsibilities of the Improvement Areas by Licensee, LICENSEE agrees to repair same at its own expense. In the event that damage is caused by the acts 21-9902/260804 4 of any person to any portion of the landscaped area or in the event any equipment is broken or breaks or is destroyed or in the event vegetation rots or dies, said equipment or vegetation shall be replaced or restored within ten (10) calendar days of the date of the breakage or destruction. Stolen items will be considered destroyed for purposes of this Section 10. 11. REPAIR BY CITY. Except as otherwise provided for in this License, in the event any damage is caused to any of the LICENSEE's Improvements within the Improvement Areas as a result of the installation, maintenance and/or repair work performed by the CITY or its contractors, agents or employees within the Improvement Areas, CITY shall promptly repair the same at its own expense. 12. COOPERATION. In the event both LICENSEE and CITY are required to repair damage to the improvements the parties shall cooperate with each other so as to minimize the costs incurred by each of them. 13. MECHANICS' LIENS. LICENSEE agrees not to suffer any mechanics' licn(s) to be filed against the Innprovenient Areas by reason of any work, labor, services or material performed at or furnished to the Improvement Areas, by or through LICENSEE. LICENSEE shall, at its sole cost and expense, cause any mechanics' licn(s) which may be filed against the Improvement Areas to be released or bonded or affirmatively insured within sixty (60) days alter the date of filing of such mechanics' licn(s). Nothing in this Agreement shall be construed as consent on the part of the CITY to subject the CITY's estate in the Improvement Areas to any mechanics' lien(s) or liability Linder the mechanics' lien laws of the State of California. 14. ASSIGNMENT. The License herein granted is personal to LICENSEE and any attempt to assign the L.iccnse to any entity shall require the prior approval of CITY and is subject to the provisions set lorth in Section 37 below. Notwithstanding the foregoing, assignment of the License to a LICENSEE affiliated entity or to a successor owner of the Property shall not require prior approval of CITI'. Other than the License granted hereunder, LICENSEE hereby expressly waives any claim to or interest or estate of any kind or extent whatsoever in the Improvement Areas arising out of the License or out of LICENSEE'S use or occupancy of the Improvement Areas, whether now existing or arising at any future time. This License is appurtenant to the Property and may not be separately assigned apart from the Property or the interests therein_ LICENSEE shall give notice in writing to CITY of any such assignment and delegation; such notice shall include the mailing address of the delegee, and will become the delegee's address for service of notices. LICENSEE hereby covenants for itself and its successors and assigns, that conveyance of any fee title interest in the Property (other than a security interest granted in connection with a financing by Licensee) shall constitute an assumption by any successors, assigns or transferees of LICENSEE, of the obligations under this License, and upon such conveyance, the predecessor in interest of such assuming party shall be deemed relieved from any further obligations or responsibilities under this License. 15. WORKERS COMPENSATION INSURANCE. Pursuant to California Labor Code §1861. LICENSEE and its successors or assigns acknowledges awareness of Section 3700 et seq. of said California Labor Code. which requires every employer to be insured against liability for workers' compensation. LICENSEE covenants that it will comply with such laws and provisions prior to conducting any activity pursuant to this license. LICENSEE shall maintain such Workers' Compensation Insurance in an amount of not less than One Million Dollars ($1,000,000) bodily injury by accident, each occurrence. One Million Dollars ($1,000,000) bodily injury by disease, each employee. and One Million Dollars (SI.000,000) bodily injury by disease. policy limit, at all tines 21-9902/260804 5 incident hereto, in forms and underwritten by insurance companies reasonable satisfactory to CITY. LICENSEE shall require all subcontractors retained by LICENSEE to perform work hereunder to provide such workers' compensation insurance for all of the subcontractors' employees. LICENSEE shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers' compensation insurance and LICENSER shall similarly require all subcontractors to waive subrogation. 16. OTHER INSURANCE. In addition to the workers' compensation insurance in Section 15 above and LICENSEE's covenant to indemnify CITY in Section 13 below, LICENSEE or its successors or assigns shall obtain and furnish to the CITY and carry at all times incident hereto, on all activities to be performed in the Improvement Areas as contemplated herein, general liability insurance including coverage for bodily injury, property damage and motor vehicle coverage. All insurance shall be underwritten by insurance companies reasonably satisfactory to CITY. Said insurance shall name the CITY as Additional Insureds and shall specifically provide that any other insurance which may be applicable to all activities to be undertaken by LICENSEE concerning the Improvement Areas shall be deemed excess coverage and that LICENSEE's insurance shall be primary. Said policy of insurance shall pay on behalf of LICENSEE. its officers. agents, and employees. while acting within the scope of their duties. against any and all claims of liability arising out of or in connection with all activities to be undertaken by LICINSI-'E concerning the Improvement Areas affected by the license. LICENSEE shall subscribe for and maintain said insurance policies in full force and effect during the life of this Agreement, in an amount not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars (S1.000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, such limit shall be not less than One Million Dollars ($1,000.000). In the event of aggregate coverage. LICENSE{-' shall immediately notify CITY of any known depletion of limits. LICENSEE shall require its insurer to waive its subrogation rights against CITY. 17. CERTIFICATE OF INSURANCE: ADDITIONAL, INSURED ENDORSEMENTS. Prior to conducting any activity pursuant to this Agreement. LICENSEE shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement: said certificates shall provide the name and policy number of each carrier and polio: and shall state that the policy is currently in force: and shall promise to provide that such policies will not be canceled or modified without providing notice to CITY in accordance with policy provisions. LICENSEE shall maintain the foregoing insurance coverage in force until the Term of this Agreement has expired or this Agreement is terminated. The requirement for carrying the foregoing insurance coverage shall not derogate the obligations of LICENSEE under this Agreement. CITY or its representative shall at all times have the right to demand a copy of all said policies of insurance. LICENSEE shall pay. in a prompt and timely manner, the premiums on all insurance hereinabove required. A separate copy of the additional insured endorsement to LICENSEE's liability policy as required hereunder, naming the CITY as Additional Insureds; shall be provided to the CITY Attorney for approval prior to the commencement of any work by LICENSEE pursuant to this Agreement. IS. INDEMNIFICATION AND HOLD HARMLESS. LICENSEE hereby agrees to protect, defend, indemnify and hold and save harmless CITY. its officers, and employees, and assigns (hereinafter collectively called "Indemnified Parties") against any and all liability, claims,judgments, penalties, damages, expenses, costs and demands, including without limitation reasonable attorneys' fees, however caused, including those resulting from death or injury to any person (including without 21-9902/260804 6 limitation any Indemnified Party), and damage to any property, real or personal, of any kind wherever located and by whomever owned (including, without limitation, property owned by an Indemnified Party), which injury, death or physical damages arises directly or indirectly out of the grant of license herein contained or the activities to be undertaken by LICENSEE (or LICENSEE's officers. employees, agents, contractors. L.ICENSEEs. or invitees) concerning the Improvement Areas, caused in whole or in part by any negligent act or omission of the LICENSEE, any of its contractors, subcontractors. or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable (collectively, the "LICENSEE Parties"), including but not limited to concurrent active or passive negligence ofthe LICENSEE Parties, except to the extent caused by the negligence or willful misconduct of CITY or any of its agents, contractors. subcontractors. officers. or employees. City shall provide immediate notice to LICENSEE whereupon LICENSEE shall conduct any defense required hereunder at its sole cost and expense. 19. INDEPENDENT CONTRACTOR. LICENSEE agrees that all work done or undertaken by it on the Improvement Areas shall be for its sole account and not as an agent, servant or contractor for CITY. 20. RULES AND REGULATIONS. LIC1iNSL'E agrees to obey and observe (and cause its officers, employees, contractors; invitees and all others doing business with LICENSEE to obey and observe) Lill rules and regulations of general applicability regarding the Improvement Areas as may be reasonably established by CITY at any time and from time to time during the -term of this Agreement. 21. DEFAULT. In the event LICENSEE: does not perform, or cause to be performed, any of the Maintenance Responsibilities as contemplated by this Agreement, CITY shall first provide written notice to LICENSEE in the manner and at the address for notices provided in Section 23, describing the alleged default by LICENSEE. If LICENSEE fails to cure said default within thirty (30) calendar days following the date of delivery of such notice of default. CITY may thereafter cause such maintenance to be performed, and all actual and reasonable costs incurred shall be assessed to and billed direct]v to the LICENSEE. Any invoice for such costs incurred shall include copies of paid invoices evidencing the costs incurred. Payment from LICENSEE shall be due within thirty (30) calendar days following the date of receipt of invoice. In addition, one and a half(1-1/2%) interest per month shall be added for each month payment hereunder is due but unpaid. 22. APPLICABLE LAW. LICENSEE shall, at its sole cost and expense, faithfully observe in the use and occupation of the Improvement Areas all municipal ordinances. and all state and federal statutes now in force and which may hereafter be in force. and shall fully comply, at its sole expense, with all regulations; orders, and other requirements issued or made pursuant to any such ordinances and statutes. All building permits, business licenses and other applicable permits and licenses shall be secured and paid for by LICENSEE. 23. NOTICES. Any notice or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to LICENSEE(as designated herein) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope and sent (i) postage prepaid, and depositing the same in the United States Postal Service, via certified or registered mail, or (ii) using nationally recognized overnight courier service. or (iii) via facsimile transmission (with a copy to also be placed in the United States Mail), and addressed as follows: 21-9902/260804 7 TO CITY: TO LICENSEE: 2000 Main Street Huntington Gateway Industrial. LLC Huntington Beach, CA 92648 3501 Jamboree Road. Suite 3000 A"1TN: Director of Public Works Newport Beach, CA 92660 (948) 809-2420 Any mailing address or teletacsimile number may be changed at any time by giving written notice of such change in the manner provided above at least ten (10) days prior to the effective date of the change. All notices under this Agreement shall be deemed given, received, made or communicated on the date personal receipt actually occurs or, if mailed, on the delivery date or attempted delivery date shown on the return receipt. A person may not give official or binding notice by facsimile. The effective time of a notice shall not be affected by the receipt, prior to the receipt of the original, of a facsimile copy of the notice. 24. CAPTIONS AND TERMS. The captions and section numbers appearing in the Agreement are for convenience only and are not a part of the Agreement and do not in any way limit. amplify. define, construe or describe the scope of intent of the terms and provisions of this Agreement, or in any way affect this Agreement. 25. RECORDATION. LICENSEE shall record this Agreement in the Official Records ofthe Count\' of Orange. State of California. 26. NON-EXCLUSIVITY. This License is non-exclusive, and the Improvement Areas shall at all times be open to use by the general public. 27. NONDISCRIMINATION. LICENSEE agrees that in the performance of this Agreement and use of the Improvement Areas it will not engage in, discrimination against any person because of race, religious creed, color. national origin, ancestry. physical handicap, medical condition, marital status or sex. 28. COOPERATION. LICENSEE'- shall in good faith cooperate in connection with its respective rights and obligations under this Agreement, including, but not limited to; performing any acts and executing any further documents that may be reasonably necessary to of fectuatc the purposes of or rights conferred under this Agreement. 29. SEVERABILI'fY. If any provision of this .Agreement shall to any extent be deemed to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. Each provision of this Agreement, unless specifically conditioned upon such invalid or unenforceable provision, shall be valid and enforceable to the Fullest extent permitted by law. 30. ENTIRE AGREEMENT. This Agreement, together with any attachments hereto or inclusions by reference. constitutes the entire agreement between the parties hereto relating to the rights herein granted and the obligations herein assumed. and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings. if any, between the parties hereto with respect to the rights and obligations contained herein. Any oral representations or modifications concerning this instrument shall be of no force or effect except a subsequent modification in writing, approved by the CITY and signed by the parties to be charged. 21-9902/260804 8 31. ATTORNEY'S PEES. If any action or proceeding is brought by either party against the other under this Agreement, whether for interpretation, enforcement or otherwise, each party shall bear its own attorneys' fees. The prevailing party shall not be entitled to recover its attorneys' fees from the nonprevailing party. 32. CITY RIGHT f TO ENFORCE. Notwithstanding the provisions of Section 31 above. LICENSEE acknowledges and agrees that CITY has the right and standing; but not the obligation, to enforce any of the terms of this Agreement by any appropriate legal or equitable means and shall be entitled to reimbursement for any costs incurred in enforcing this Agreement. LICENSEE shall provide CITY with, and at all times keep current, contact information for LICENSEE and any property manager acting on its behalf. 33. GOVERNING LAN. This Agreement shall be governed. construed, interpreted, and enforced under and in accordance with and governed by the laws of the State of California. 3=4. AMENDMENTS. This Agreement may be amended, modified, and/or supplemented only by the written agreement of LICENSEL and CITY, or the successors and assigns of each. 35. COVENANTS. Each ofthe covenants set forth in this Agreement (i) shall run with the land; (ii) shall be binding upon, and shall inure to the benefit of, any person or entity having or acquiring any interest in any portion of any property benefited or burdened thereby, during the period of such person's or entity's ownership, and all of their respective successive owners and assigns- and (iii) shall be binding upon. and shall inure to the benefit of, the property benefited or burdened thereby and every portion thereof and interest therein. The License granted by this Agreement is subject to all matters of record as of the effective date of this Agreement. 36. DELEGATION OF AUTHORITY. CITY hereby delegates to its City Manager or his or her designee the authority to implement all provisions of this Agreement. 37. EXCLUSIVE BENEFIT OF PARTIES. The provisions of this Agreement are for the exclusive benefit of CITY and LICENSEE and their successors and assigns, subject to the provisions hereof. and neither for the benefit of nor give rise to any claim or cause of action by any other person. 38. SURVIVAL. All representations, warranties, waivers. and indemnities given or made hereunder shall survive termination of this Agreement. 39. AUTHORITY TO SIGN. LICENSEE hereby represents that the individual executing this Agreement on behalf of LICENSEE has full authority to do so and to bind LICENSEE to perform pursuant to the terms and conditions of this Agreement. 21-9902/260804 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and throw their authorized officers on 1 jI� 9 . a 0 a 1 2021. through -WEDC' 7 ccv�vc►�[ �+v.s�PTE) t�2i .zo�2/. LICENSEE: CITY: HUNTINGTON GATEWAY INDUSTRIAL, CITY OF HUNTINGTON BEACH, LLC z7z7:=� By: f:p 1 Cy p+iy' a !i Mayor print name Q ITS: (circle one)Chairman/Presiden ice i°residen AND City C rk By: INITI D D APPRO print name ITS: (circle one)Secretary�_hief Financial O t / Asst. Secretary-Treasurer erector of Public orks 7EWZEND APPROVED: City Manager APPROVED AS TO FORM: m-4- � I� ity Attorney 21-9902/260804 10 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual i who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange ) On July 8, 2021 before me, Amber Nicole Busch, Notary Public (insert name and title of the officer) personally appeared Kenneth M Coatsworth who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. AMBER NICOLE BUSCH a cOMM. n2206714 = • Ncran Public - GlAorm] z r Orange County Signat r (Seal) 1 r "'+ Can^ `-_:r[s ur 21 .2021 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness. accuracy, or I validity of that document. State of California County of Orange ) On July 9, 2021 before me, Amber Nicole Busch, Notary Public (insert name and title of the officer) personally appeared Patrick Russell who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. AMBER NICULE BUSCk COMM. n2206714 z IJolary PUEIIC California o z Orange County I - 1 M Co'= E.pres 23,2021� Si (Se31) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ACKNOWLEDGMENT STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) On September 14, 2021 before me, Donna Switzer, Notary Public, personally appeared Robin Estanislau and Kim Carr who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. oa+r+n svNr�a WITNESS my hand and official seal. corrssioNo2311E01 Morn vudc.COZZ OPANGE r,cep Es w. S.M3 (Seal) (Notary Signature) LEGAL DESCRIPTION PARCEL 19-003-1 PARCEL 1 OF CITY OF HUNTINGTON BEACH LOT LINE ADJUSTMENT NO. 19-003: THAT CERTAIN PARCEL OF LAND SITUATED IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING ALL OF PARCEL 2 OF PARCEL MAP NO. 87-424, AS SHOWN ON A MAP THEREOF FILED IN BOOK 237, PAGES 4 THROUGH 6 OF PARCEL MAPS; AND ALL OF PARCEL 2 OF PARCEL MAP NO. 97-198, AS SHOWN ON A MAP THEREOF FILED IN BOOK 299, PAGES 8 AND 9 OF PARCEL MAPS; AND ALL OF PARCEL 1 OF LOT LINE ADJUSTMENT NO. 19-002 RECORDED JANUARY 21 , 2020 AS INSTRUMENT NO. 2020000024830 OF OFFICIAL RECORDS, ALL IN $ THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY; n 0 EXCEPTING THEREFROM THAT PORTION OF PARCEL I OF SAID LOT LINE ADJUSTMENT NO. 19-002, r LYING EASTERLY AND SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE SOUTHEASTERLY CORNER OF SAID PARCEL 1 OF LOT LINE ADJUSTMENT NO. 19-002, SAID POINT ALSO BEING ON THE NORTHERLY RIGHT-OF-WAY LINE OF BOLSA AVENUE (60' p HALF-WIDTH); THENCE ALONG SAID NORTHERLY RIGHT-OF-WAY LINE AND THE SOUTHERLY LINE OF o SAID PARCEL , NORTH 89°25' 10" WEST 12.27 FEET TO A LINE THAT 1S PARALLEL WITH AND 375.27 FEET WESTERLY OF THE EASTERLY LINE OF PARCEL "A" OF SAID PARCEL MAP NO. 87-424 AND TO THE TRUE POINT OF BEGINING; THENCE NORTH 00"37' 18" EAST 807.69 FEET, ALONG SAID PARALLEL LINE. TO ITS INTERSECTION WITH THE WESTERLY PROLONGATION OF THE NORTHERLY LINE OF SAID PARCEL A; THENCE LEAVING SAID PARALLEL LINE, ALONG SAID WESTERLY PROLONGATION SOUTH 89`22'42" EAST 12.27 FEET TO THE NORTHWEST CORNER OF SAID PARCEL "A" . N TOGETHER WITH THAT PORTION OF PARCEL "A" OF SAID PARCEL MAP NO. 87-424 LYING WESTERLY OF THE FOLLOWING DESCRIBED LINE: w a COMMENCING AT THE SOUTHEASTERLY CORNER OF SAID PARCEL 1 OF LOT LINE ADJUSTMENT NO. 3 19-002, SAID POINT ALSO BEING ON THE NORTHERLY RIGHT-OF-WAY LINE OF BOLSA AVENUE (60" HALF-WIDTH); THENCE ALONG SAID NORTHERLY RIGHT-OF-WAY LINE AND THE SOUTHERLY LINE OF SAID PARCEL, NORTH 89°25' 10" WEST 12.27 FEET TO A LINE THAT IS PARALLEL WITH AND 375.27 FEET WESTERLY OF THE EASTERLY LINE OF PARCEL "A" OF SAID PARCEL MAP NO. a 87-424 AND TO THE TRUE POINT OF BEGINING; THENCE NORTH 00*37' 18" EAST 807.69 FEET, k ALONG SAID PARALLEL LINE, TO ITS INTERSECTION WITH THE WESTERLY PROLONGATION OF THE NORTHERLY LINE OF SAID PARCEL "A"; EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO AND IN OWNERSHIP OF ALL OIL, GAS, CASINGHEAD GAS AND OTHER HYDROCARBON OR MINERAL SUBSTANCES (ALL THEREOF N HEREINAFTER REFERRED TO AS "THE SAID SUBSTANCES") IN, UNDER OR THAT MAY BE PRODUCED FROM THE PREMISES GRANTED HEREBY, TOGETHER WITH ALL RIGHTS INCIDENT THERETO, AND M REMOVING THE RIGHT OF INGRESS AND EGRESS AT ALL TIMES FOR THE PURPOSE OF MINING, DRILLING, AND EXPLORING THE SAID PREMISES FOR THE SAID SUBSTANCES AND FOR THE g PURPOSE OF REMOVING THE SAID SUBSTANCES THEREFROM, PARTICULARLY INCLUDING THE RIGHT i OF ENTRY AT ALL TIMES UPON AND INTO ANY AND ALL PARTS OF THE SAID PREMISES BELOW A g DEPTH OF 500 FEET FROM ITS SURFACE, BY SLANT OR DIRECTIONALLY DRILLING FROM OTHER LAND AND PENETRATING THE PREMISES GRANTED HEREBY BELOW SUCH DEPTH OF 500 FEET FROM THE SURFACE THEREOF, BUT NOT INCLUDING ANY RIGHT OF ENTRY UPON OR USE OF THE SURFACE, OR OF THE SUBSURFACE ABOVE A DEPTH OF 500 FEET BELOW THE SURFACE OF ANY PART OF SAID PREMISES, AS RESERVED IN THE DEED RECORDED IN BOOK 6776, PAGE 42 OF OFFICIAL RECORDS. a 0 CONTAINING: 11 .544 AC. MORE OR LESS. 8 SUBJECT TO ALL COVENANTS, RIGHTS, RIGHTS-OF-WAY AND EASEMENTS OF RECORD. S PREPARED BY: EXHIBIT W a 5 Hutton Centre EXHIBIT MichaelBaker Drive , Suite 500, LEGAL DESCRIPTION Santa Ana , CA 92707 OF PROPERTY N T E R N A T 1 0 N A L Phone: (949)472-3505 SHEET I OF z MBAKERINTL.COM SCALE: N/A DATE: 6 23 2021 LEGAL DESCRIPTION (CONT.) PARCEL 19-004-1 PARCEL 1 OF CITY OF HUNTINGTON BEACH LOT LINE ADJUSTMENT NO. 19-004: THAT CERTAIN PARCEL OF LAND SITUATED IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA BEING ALL OF PARCEL 2 OF LOT LINE ADJUSTMENT NO. 19-003 RECORDED JANUARY 21 . 2020 AS INSTRUMENT NO. 2020000024831 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH A PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT NO. 18-001 RECORDED AUGUST a 09, 2018 AS INSTRUMENT NO. 2018000291314 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, LYING WESTERLY OF THE LINE PARALLEL WITH AND DISTANT 67.46 FEET EASTERLY, MEASURED AT RIGHT ANGLES, FROM THE WESTERLY LINE OF SAID PARCEL 1 , SAID WESTERLY LINE ALSO BEING THE EASTERLY LINE OF SAID PARCEL 2 OF LOT LINE ADJUSTMENT 19-003, EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO AND IN OWNERSHIP OF ALL OIL, GAS, CASINGHEAD GAS AND OTHER HYDROCARBON OR MINERAL SUBSTANCES (ALL THEREOF r HEREINAFTER REFERRED TO AS "THE SAID SUBSTANCES") IN, UNDER OR THAT MAY BE PRODUCED FROM THE PREMISES GRANTED HEREBY, TOGETHER WITH ALL RIGHTS INCIDENT THERETO, AND REMOVING THE RIGHT OF INGRESS AND EGRESS AT ALL TIMES FOR THE PURPOSE OF MINING, DRILLING, AND EXPLORING THE SAID PREMISES FOR THE SAID SUBSTANCES AND FOR THE PURPOSE OF REMOVING THE SAID SUBSTANCES THEREFROM, PARTICULARLY INCLUDING THE RIGHT OF ENTRY AT ALL TIMES UPON AND INTO ANY AND ALL PARTS OF THE SAID PREMISES BELOW A DEPTH OF 500 FEET FROM ITS o SURFACE, BY SLANT OR DIRECTIONALLY DRILLING FROM OTHER LAND AND PENETRATING THE PREMISES GRANTED HEREBY BELOW SUCH DEPTH OF 500 FEET FROM THE SURFACE THEREOF, BUT NOT INCLUDING ANY RIGHT OF ENTRY UPON OR USE OF THE SURFACE, OR OF THE SUBSURFACE ABOVE A DEPTH OF 500 x FEET BELOW THE SURFACE OF ANY PART OF SAID PREMISES, AS RESERVED IN THE DEED RECORDED IN BOOK 6776, PAGE 42 OF OFFICIAL RECORDS. m x CONTAINING: 8. 176 AC. MORE OR LESS. a SUBJECT TO ALL COVENANTS, RIGHTS, RIGHTS-OF-WAY AND EASEMENTS OF RECORD. PARCEL 19-004-2 PARCEL 2 OF CITY OF HUNTINGTON BEACH LOT LINE ADJUSTMENT NO. 19-004: THAT CERTAIN PARCEL OF LAND SITUATED IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA BEING A PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT NO. 18-001 RECORDED AUGUST 09. 2018 AS INSTRUMENT NO. 2018000291314 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, LYING EASTERLY OF THE LINE PARALLEL WITH AND - DISTANT 67.46 FEET EASTERLY, MEASURED AT RIGHT ANGLES, FROM THE WESTERLY LINE OF SAID PARCEL 1 , SAID WESTERLY LINE ALSO BEING THE EASTERLY LINE OF SAID PARCEL 2 OF LOT LINE i ADJUSTMENT 19-003 RECORDED JANUARY 21 , 2020 AS INSTRUMENT NO. 2020000024831 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. m x EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO AND IN OWNERSHIP OF ALL OIL, GAS, CASINGHEAD GAS AND OTHER HYDROCARBON OR MINERAL SUBSTANCES (ALL THEREOF HEREINAFTER g REFERRED TO AS "THE SAID SUBSTANCES") IN, UNDER OR THAT MAY BE PRODUCED FROM THE PREMISES ` GRANTED HEREBY, TOGETHER WITH ALL RIGHTS INCIDENT THERETO, AND REMOVING THE RIGHT OF c INGRESS AND EGRESS AT ALL TIMES FOR THE PURPOSE OF MINING, DRILLING, AND EXPLORING THE g SAID PREMISES FOR THE SAID SUBSTANCES AND FOR THE PURPOSE OF REMOVING THE SAID SUBSTANCES THEREFROM, PARTICULARLY INCLUDING THE RIGHT OF ENTRY AT ALL TIMES UPON AND INTO ANY AND ALL PARTS OF THE SAID PREMISES BELOW A DEPTH OF 500 FEET FROM ITS SURFACE, BY SLANT OR DIRECTIONALLY DRILLING FROM OTHER LAND AND PENETRATING THE PREMISES GRANTED HEREBY BELOW SUCH DEPTH OF 500 FEET FROM THE SURFACE THEREOF, BUT NOT INCLUDING ANY RIGHT OF ENTRY UPON OR USE OF THE SURFACE, OR OF THE SUBSURFACE ABOVE A DEPTH OF 500 FEET BELOW THE SURFACE OF R ANY PART OF SAID PREMISES, AS RESERVED IN THE DEED RECORDED IN BOOK 6776, PAGE 42 OF 8 OFFICIAL RECORDS. x i CONTAINING: 9.997 AC. MORE OR LESS. o V SUBJECT TO ALL COVENANTS, RIGHTS, RIGHTS-OF-WAY AND EASEMENTS OF RECORD. g V K PREPARED BY: EXHIBIT W a 5 Hutton Centre Michael Baker Drive , Suite 500. LEGAL DESCRIPTION Santa Ana , CA 92707 OF PROPERTY I N T E R N A T 1 0 N A L Phone: (949)472-3505 SHEET 2 OF 2S MBAKERINTL.COM SCALE: N/A DATE: 6 23 2021 LEGEND CENTERLINE RIGHT OF WAY/ lJ ' PROPERTY LINE o HARDSCAPE/LANDSCAPE AREA IN THE CITY RIGHT OF WAY TO BE 3 — MAINTAINED BY THE _ t w I LICENSEE ii iw m N m Q L ; 4 li � llllll ! Irll ( Illii� CO) �— =a I oDG1 IPlIlia ll_L IIIIIII W r� IIIIrl11 W c It I O Ll m 3 1 I_l111 III I1I _LI _ I I f- I�I 11 `III N � - UI I IIII I ! IIIIIIII ' I i a R W R W o a i Q 150 75 0 150 0 a 0 U U SCALE: 1 "=150' w x PREPARED BY: EXHIBIT "Bw 5 Hutton Centre EXHIBIT Michael Baker Drive , Suite 500, IMPROVEMENT AREA m Santa Ana , CA 92707 TO BE MAINTAINED N T E R N A T 1 0 N A L Phone: (949)472-3505 SHEET 1 OF z MBAKERINTL .COM SCALE: 1 1 "=150 DATE: 1 6 23 2021 a Ti—TP M11-ITTilTi Tl?Tfl i fllli'�i"Hill � III _ I_. � ITrf F�fi r 1 W � IIII_iIIIIjiIJ I � = � N �11�1 i1Til I t`I _ _ EUJ � m EE Uj UJ Z � Iil_jllllllll illil !TiIII fl x RW RWL� VENUE U; a J J U O ✓, O U b LEGEND a — - — CENTERLINE a —--— RIGHT OF WAY/ PROPERTY LINE $ ® HARDSCAPE/LANDSCAPE AREA IN THE CITY 150 75 0 150 0 RIGHT OF WAY TO BE a MAINTAINED BY THE o LICENSEE SCALE: 1 "=150' w Y a PREPARED BY: EXHIBIT wBw 5 Hutton Centre EXHIBIT m - - ; , Drive , Suite 500, IMPROVEMENT AREA Santo Ana , CA 92707 TO BE MAINTAINED 1 N T E R N A T 1 0 N A L Phone: (949)472-3505 SHEET 2 OF z MBAKERI NTL .COM SCALE: 1 "=150' 1 DATE: 16 23 2021 s ''� INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST 1. Requested by: Risk Management 2. Date: August 11, 2021 3. Name of contractor/permittee: Sares Regis Operating Company LP 4. Description of work to be performed: Right of Way Landscape Maintenance at Bolsa Chica St & Bolsa Ave, Huntington Beach 5. Value and length of contract: $9,600/year 6. Waiver/modification request: $25,000 deductible for General Liability 7. Reason for request and why it should be granted: The City's maximum deductible for General Liability is $5,000. 8. Identify the risks to the City in approving this waiver/modification: Low, provided their financial statement. G� Department Head Signat Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and the City Attorney's O disagree. 1. Ris Management p Approved ElDenied �� o -11C `,2-/ Sign ure Date 2. City ttorney's Office pproved ❑ Denied Signa re Date 3. City Manager's Office ❑ Approved ❑ Denied Signature Date If approved,the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Human Resources Waiver Form 8110/2021 3:30:00 PM Waiver Procedure To request a waiver,indicate here®and provide a brief description( I —2 sentences)of the proposed work/project,its dollar value(if not a specific dollar amount,use an average,annual estimate or nun-prvlit)and projected timeframe(per job or as-needed basis). For substantial dollar deductible/SIR amounts,a financial statement is required(Balance Sheet, Budget Reports,Dun fk Bradstreet Report,etc.). Waiver Requested: watmraquasledlnr the$25,000 Insurance deducable Encroachment Permit® Private Properly Work Permit❑ Consultant Services❑ Other: Proposed Work: Hight or Way Landscape uandmance at adze Chica St a ache Aw..Huminamn Beach Dollar Value: 50.600/year Projected Timeframe: in mrpetuily.antll cay dodder to terminate. ^ '—J": IIYnLlnptnn GatnvaY [ Land..... Mn 1.'.O..ea A9[eelvnl / ' • OAT[IMMRIDM1YYY) A� CERTIFICATE OF LIABILITY INSURANCE s[MIUDEN THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and candlllons of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PROI%ICER SullivanCurtisMonroe Insurance Services (IRV) NAME 1920 Main Street PHONE 949.250.7172 FA" 949852.9782 Suite 600 IL.BR.Ea1X .(/mac.Ne): MAIL Irvine, CA 92614 .ADpREss: __ INSURE SI AFFORDING COVERAGE HAIG0 v .SulRvanCurlisMonrce.com License If OE836'/O INSURER A: Indian Harbor Insurance Company 36940 INSURED INSURER a: The Travelers Indemnity Comps of Comlocticut 25682 Sares Regis Operating Companyy LP 3501 Jamboree Road, Suite 300b-North Tower INSURER c: Newport Beach CA 92660 INSURER D: Security National Insurance Company 33120 INSURER E: IMURER F: COVERAGES CERTIFICATE NUMBER: 63267179 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE.BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH This Cl6H'fIFN:ATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY RAVE BEEN REDUCED)BY PAD CLAIMS. [MR TYPE OF UL... POLICY EFF POLICY UP IWRS LTR POLICY NUMBER NIMMJDDAYYYI A r cONMERCIALCEIHIRALL1Ae1Lnr ESG300046406 911r2020 9/l/2021 EACH ocnJaRENLE S1000000 E25,000 Dad per Occ OCCUR EIREMISES_(E_ Iaomnmce)_ s50,000 CUIMSlMOE { TRIA Includod MEUEXVl".Permn) sEXciuded H-HSONAL A ADy WARiY S1,000.000 CFR,AGG REGATE I WIT Ar91 IFS PER: OCNCRAL AGGREGAT E s2,000.000 POLnCYfLjF�l �I LOPE PRODUCTS-CCN#tP 'AGG 52000000 OT1IFJe S B AuraaoeBEUAe1urY BA4N2730192014G 911r2020 911/2021 COWINED SINGLE"a S100(i000RE,ipfuRPIRO _ ANYAUTO BODILY INJURY fib perm) S OWNED Sr:NF.0 II.ED BODILY IWURY(ftr.r I) f AUTOS ONLY r. S HIRED HON.OWNED PRO'ERTY UAMAOE f _r AUfOSCNIY J AUTOS ONLY .leer.uddmg f UMORELIAUAB OCCUR EACH OCCURRENCE S EXCESS LIAR CyAIMSMAOE AGGREGATE S SEU I I kFIFNIIONI1L D WORXERSCOMPENSATION SWC1304368 9/1/2020 9/112021 1 PER CH ANDENPLOYENS-LIADAITY YIN STATUTE__-ER_ ANWROPRIETORIPPRTNF.RlALCmIV[ E.L.P. HACCWEN I S1000000 OrrICF.P/MfealEA"CLUDEDT a NIA INand*1M In MH1 E.L.DISEASE-UEMKOYE[ f Dryc�deavl0e Ilan DESGiUPTION OF OPEM110NA tab E.L.DISEASE-PE LJCY LIMIT $1 00D 000 DESCRWTIONOFOPE"lT SILOCATIONSIWIACLES (ACORD101,AddKWwIRamark9Stl,adWs.m9Y"at4chaditm specsl.,.WWsd) re Project:Huntington Gale"I Landscape Maintenance Agreement I nduded as an Additional Named Insured:I luntington Gale vay Industrial,LLC CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Huntington Beach, its officers, THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN elected or appointed officials, employees, ACCORDANCE WITH THE POLICY PROVISIONS. vents and volunteers Atin:Director of Public Works 2000 Main Street AUTHORIZEDREPRESEKTATIVE — Huntington Beach CA 92648 Christine Peacock 0 1 988-201 5 ACORD CORPORATION. All rights rosorved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD elxnll9 - ]a-n Dev 061i C..U. UNI. Wo I CTanlina Pe e.k I a/UxPxl 10,45:49 AN (win I Pane I Of I Tkl. cerli Cic.te Cenecl0 and 0uperoede0 ALL previeunly S..uad certificate.. Sares Regis operating Company.LP 8/6/2021 POLICY NUMBER:ESG300046406 COMMERCIAL GENERAL LIABILITY CG 20 12 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION - PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: The City of Huntington Reach,its officers,elerAed or appointed officials,omployeos,agents and wimleem PO a"190 2000 Main Street Huntington Beach,CA 92648 Information required to complete this Schedule, if not shown above will be shown in the Declarations. A. Section II — Who Is An Insured is amended to 2. This insurance does not apply to: include as an additional insured any state or a. "Bodily injury", "property damage' or governmental agency or subdivision or political "personal and advertising injury" arising out subdivision shown in the Schedule, subject to the of operations performed for the federal following provisions: government,state or municipality; or 1. This insurance applies only with respect to b. "Bodily injury" or "property damage' operations performed by you or on your behalf included within the "products-completed for which the state or govemmental agency or operations hazard". subdivision or political subdivision has issued a permit or authorization. B. With respect to the insurance afforded to these However: additional insureds, (he following is added to Section III—Limits Of Insurance: a. The insurance afforded to such additional If coverage provided to the additional insured is insured only applies to the extent permitted required by a contract or agreement, the most we by law; and will pay on behalf of the additional insured Is the b. If coverage provided to the additional amount of insurance: insured is required by a contract or 1. Required by the contract or agreement;or agreement, the insurance afforded to such additional insured will not be broader than 2. Available under the applicable Limits of that which you are required by the contract Insurance shown in the Declarations; or agreement to provide for such additional whichever Is less. insured. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations- CG 20 12 04 13 ©Insurance Services Office, Inc.,2012 Page 1 of 1 U]f 7319 - 30-21 0"v CLr, C.W, MV. wM I C"rla"aa "acock 1 0/f/3031 1046a49 NI IPOlI I P09e ] of 4 ni. cerl_i[icaco cancel. and eupruedeu ALI. previounly lnauce cerciiica[ea. Sares Regis Operating Company,LP e/6/2021 POLICY NUMBER: ESG300046406 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ lzation s Location And Description Of Completed Operations e City of Huntington Reach,its officers,elected or Project:Huntington Gateway appointed officials,employees,agents and volunteers PO Bar 190 2.000 Main Street Huntington Beach CA 92646 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is .properly damage'caused, in whole or in part,by required by a contract or agreement, the most we your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the "products-completed operations 1. Required by the contract or agreement;or hazard". 2- Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. Insured only applies to the extent permitted This endorsement shall not increase the applicable by law; and Limits of Insurance shown in the Declarations. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be breeder than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 I0OL aCv CCI f.Unit IMU, MCA (T[lLL virliN t i.%Gl lartiti &t .. chin cerLif teals cancels unJ nupernr. n ALL yr.:virntMty fsausd cer[i[ica[es. Sates Regis Operating Company.LP E/612021 ESG30OD46406 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY WORDING (AS REQUIRED BY WRITTEN CONTRACT) This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following additional provisions apply to any person or entity added as an additional Insured by endorsement to this policy: 1. Solely to the extent required by a written contract which the Named Insured enters Into prior to an 'occurrence'or offense for which the additional insured Is provided coverage under this policy: a. This policy shall apply as primary insurance In relation to any other policy Issued to that additional insured. b. Any insurance or self Insurance maintained by the additional Insured shall be excess of the insurance afforded to the additional insured by this policy and shalt not contribute to it. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,4. Other Insurance, Is modified to the extent it is inconsistent with this endorsement. 2. In no event shall this Endorsement be construed as increasing the limits of insurance set forth in the Declarations page or altering the rules which fix the most we will pay set forth in SECTION III—LIMITS OF INSURANCE. 3. Notwithstanding any other provision of this policy or any endorsement attached thereto, no coverage shall be afforded under this policy for any loss,cost or expense arising out of the sole negligence of any additional Insured or any person or organization acting on behalf of any additional Insured. All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. SLC 016 0912 Q 2012 XL America, Inc. All Rights Reserved. May not be copied without permission. 0217111 - 10-21 1#v OIJ. l`IW. IMP, KV I Chat ins ✓n cock 1 I/L/2021 IOHSH9 aM RMI I pa9e a Of e'hi. cer 5ticace cencein and oupers eo n2.L previously isavna curt-ificatea. ' City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ �Nti%tiv.huntingtonbeachea.gov Office of the City Clerk Robin Estanislau, City Clerk September 15, 2021 Huntington Gateway Industrial, LLC 3501 Jamboree Road, Suite 3000 Newport Beach, CA 92660 To Whom It May Concern: Enclosed is a fully executed copy of the "License Agreement between the City of Huntington Beach and Huntington Gateway Industrial, LLC to Provide Installation and Maintenance of Landscaping and Landscaping Improvements in the Public Right-Of- Way" approved by the Huntington Beach City Council on September 7, 2021. Sincerely, 94/Q441,4� Robin Estanislau, CIVIC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan • Waitakere, New Zealand