Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Seaside Ice, LLC dba Ice-America - 2021-07-01
3�L 60,0 fCt2 AP 11i d- / ll'�c -A/ol City of Huntington Beach File #: 21-655 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: Chris Slama. Director of Community & Library Services Subject: Direct staff to implement programming at Huntington Beach Pier Plaza and the surrounding area during the later months of the Year Statement of Issue: During the past several months, staff has been assessing ways in which the City can activate Pier Plaza when our peak Specific Events season ends in October 2021. That planning effort has led to the development of a plan to implement a musical stage and an ice skating rink at Pier Plaza for the period between mid-November through early January 2022. After researching vendors, Seaside Ice, LLC DBA Ice-America (Ice-America) has proposed to install a portable outdoor ice-skating rink for the City, to be operated and managed by Ice-America, which will be supplemented with musical acts at a stage that will be installed in Pier Plaza. This will be a special holiday season event for city residents and visitors. The initial term of the agreement is three years with two possible one-year extensions. Financial Impact: If approved, the overall program will cost $150,000 to implement. Funding is available in the Specific Events 101 Fund for the current fiscal year. Recommended Action: A) Approve and authorize the Mayor and City Clerk to execute an "Service Agreement Between the City of Huntington Beach and Seaside Inc, LLC DBA Ice-America for Huntington Beach Pier Plaza Outdoor Ice Skating Rink"; and, B) Authorize the appropriation of$150,000 from Specific Events Fund 101 for FY 2020/21 to account 10145101.695.05. Alternative Action(s): Do not approve the recommended actions, and direct staff accordingly. Analysis: City of Huntington Beach Page 1 of 3 Panted on 9/1/2021 File #: 21-655 MEETING DATE: 9/7/2021 As the peak season of Specific Events at the beach comes to a close at the end of October, there is a need and opportunity to activate Pier Plaza and the surrounding area during the later months of the year. In particular, staff researched several options to offer our residents and visitors a healthy, family -friendly, and fun Pier Plaza environment during the holiday season. Our event team learned that several cities have had great success with temporary ice skating rinks and began to look for possible opportunities for this upcoming winter season. Upon further research with our Finance Department, staff was able to identify that the City of Temecula had recently contracted with Ice-America for the provision of an ice skating rink (Attachments 1 & 2). Since the City of Temecula had contracted with Ice-America through a competitive bid process, the City is able to use that process in recommending award of the contract to Ice-America. This process is authorized through Huntington Beach Municipal Code section 3.02.190(C) 2. Ice-America has been providing ice rink services since 2008, and has worked with many municipalities to offer community oriented ice attractions during all seasons. Additionally, their partner, Ice-World has been operating ice rinks since 1996. Ice-America is the exclusive distributor of the Ice-World aluminum ice rink system in the U.S.A. and Canada and partners with several major vendors for the installation and operation of the ice-rink event. This highly engineered system by Ice- World is installed annually in over 600 locations worldwide. Ice-America will designate an experienced project manager for the Huntington Beach Pier Plaza Ice Rink, in addition to a General Manager and Ice Technical Director remaining on site during the operations term. Ice-America will provide all necessary technical information to the City and support City efforts to identify, and obtain the required permits marketing and sponsorship opportunities. Ice- America will provide professional on-site management, customer service, liability-prevention and public safety as their turnkey management and day-to-day operations. The portable ice-skating rink dimensions are 82' x 50' or approximately 4,100 square feet. The capacity of the rink is 164 skaters. The dates and hours of operations are proposed to be November 26, 2021 - January 2, 2022, from 2:00 pm - 10:00 pm, Monday - Thursday; 10:00 am - 11 :00 pm on Friday and Saturday; and 10:00 am - 10:00 pm on Sundays. Weekday hours would be expanded while schools are out of session for winter break. This will provide ample time for residents and visitors alike to enjoy an amazing ice skating experience amidst our vibrant downtown area with the back-drop of our world famous Huntington Beach Pier. Individual admission to the rink will be $12.00, and ice skates will be available to rent for $5.00 per person. As proposed in the agreement, the City's share of this cost is a fixed production fee of S150,000 for year 1 . Further, once Ice-America has been fully compensated for its costs, surplus event revenue will be a shared percentage of 65/35 between Ice-America and the City, respectively. The City will retain sponsorship rights and related revenues and compensate Ice-America at standard rates for sponsorship related deliverables such as private ice time, admission tickets, signage design and production, and audio announcement design and production. Ice-America will retain a 20% commission on any Ice-America derived sponsorship sales approved by City. City of Huntington Beach Page 2 of 3 Printed on 911/2021 oowere288 Legistar- File #: 21-655 MEETING DATE: 9/7/2021 Ice America's detailed scope of work is included in Exhibit A of the contract (Attachment 3). Specific elements include designing and building the ice rink and substructure, providing a rink manager during the entire term, two ADA compliant portable restrooms rental skates and skate change area, as well as professional on-site management. Environmental Status: Not applicable. Strategic Plan Goal: Community Engagement Attachment(s1: 1) City of Temecula Agenda Report 2) Agreement for Contractor Services Between Temecula Community Services District and Seaside Ice, LLC DBA Ice-America 3) Service Agreement between the City of Huntington Beach and Seaside Inc, LLC DBA Ice- America, for Huntington Beach Pier Plaza Outdoor Ice Skating Rink City of Huntington Beach Page 3 of 3 Printed on 9/1/2021 g0werF2'89 Legistar'- TENIECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT TO: General Manager/Board of'Directors FROM: Kevin Hawkins, Director of Conununity Services DATE: June 22. 2021 SUBJECT: Approve Agreement with Seaside Ice, LLC, dba [cc-America, for the Old Town "Temecula Outdoor Ice Skatine Rink PREPARED BY: Dawn Adamiak, Community Services Manager RECOtNUMENDATION: That the Board of Directors approve a five-year agreement with Seaside Ice, LLC. dba Ice-America, fora holiday season outdoor ice skating rink beginning 2021- 2022 through 2025-2026, in an amount not to exceed S38 1.0» over the five-year term. BACKGROUND: On June 18. 2020. staff issued a Request for Proposals (RFP) for the Old Town Temecula outdoor ice skating rink which was reviewed by an objective internal panel for the following factors: Responsiveness, Qualifications & Experience, Technical Approach & Timeline and Price. The filing deadline Of July 9. 2020 was met by two responders. The panel reviewed the RFPs and deemed Seaside Ice. 1_1-C dba Ice-America the most qualified responder. An agreement was not executed in 2020, restrictions in place related to curbing the spread of COVID-19 precluded a December 2020 Ice Rink. Ice-America is a dba of Seaside Ice, LLC, and has been providing ice rink services since 2008 and has professionally and safely provided the ice rink in Old Town Temecula since 2012. The holiday-season outdoor ice skating rink will continue to be a feature of Winterfest and a holiday tradition for many families in Temecula. The rink size will remain the same as previous years, 507X7W and can accommodate approximately 125 skaters per session. The scope of work shall consist of complete turnkey operations: which will include equipment, installation/ removal and staffing/ operation of the ice skating rink and necessary devices, as a holiday-season event for the City of Temecula. FISCAL IMPACT: Adequate funds of S72,500 liar the 2021-22 ice skating season are available in the Temecula Community Services District's Fiscal Year 2021-22 budget. Funds for the remaining four years will be adequately appropriated within the Temecula Community Services District operating budget. ATTACHMENTS: Agreement 290 AGREEMENT FOR CONTRACTOR SERVICES BETWEEN TEMECULA COMMUNITY SERVICES DISTRICT AND SEASIDE ICE, LLC DBAICE- AMERICA OLD TOWN TEMECULA OUTDOOR ICE SKATING RINK THIS AGREEMENT is made and effective as of June 22, 2021 between the Temecula Community Services District, a community services district (hereinafter referred to as "City"), and Seaside Ice LLC dba Ice-America, a Corporation, (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This Agreement shall commence on July 1, 2021 and shall remain and continue in effect until tasks described herein are completed, but in no event later than January 31, 2026 unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES Contractor shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Contractor shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE Contractor shall faithfully and competently exercise the ordinary skill and competence of members of their profession. Contractor shall employ all generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Agreement. 4. PAYMENT a. The City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. This amount shall not exceed Seventy-Two Thousand Five Hundred Dollars and No Cents ($72,500.00) for the 2021-2022 season; Seventy-Four Thousand Three Hundred Ten Dollars and No Cents ($74,310.00) for the 2022-2023 season; Seventy-Six Thousand One Hundred Seventy Dollars and No Cents ($76,170.00) for the 2023-2024 season; Seventy-Eight Thousand Seventy-Five Dollars and No Cents ($78,075.00) for the 2024-2025 season; and Eighty Thousand Dollars and No Cents ($80,000.00) for the 2025-2026 season for a total Agreement amount of Three Hundred Eighty-One Thousand Fifty-Five Dollars and No Cents ($381,055.00) for the total term of the agreement unless additional payment is approved as provided in this Agreement. b. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the General Manager. 291 12/31/2020 Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by General Manager and Contractor at the time City's written authorization is given to Contractor for the performance of said services. C. Contractor will submit invoices monthly for actual services performed. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Contractor shall provide receipts on all reimbursable expenses in excess of fifty dollars ($50) in such form as approved by the Director of Finance. 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City, pursuant to Section entitled "PAYMENT" herein, 6. DEFAULT OF CONTRACTOR a. The Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Contractor. If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default. b. If the General Manager or his delegate determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Contractor with written notice of the default. The Contractor shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. Inthe event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreementwithout further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 7. OWNERSHIP OF DOCUMENTS a. Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be z 292 12/3112020 maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Contractor. With respect to computer files containing data generated for the work, Contractor shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. INDEMNIFICATION The Contractor agrees to defend, indemnify, protect and hold harmless the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Contractor's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non- performance of this Agreement, excepting only liability arising out of the negligence of the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency. 9. INSURANCE REQUIREMENTS Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. 2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Contractor owns no automobiles, a non-owned auto endorsement to the General Liability policy described above is acceptable. 3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. 3 293 12/31/2020 b. Minimum Limits of Insurance. Contractor shall maintain limits no lessthan: 1) General Liability: General Liability: One Million ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: One Million ($1,000,000) per accident for bodily injury and property damage. 3) Worker's Compensation as required by the State of California; Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease. C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions shall not exceed Twenty Five Thousand Dollars and No Cents($25,000). d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1) The City of Temecula, the Temecula Community Services District, the Successor Agency to the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers are to be covered as insured's, as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 2) For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City of Temecula, Temecula Community Services District, and/or Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Temecula, the Temecula Community Services District, and the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees orvolunteers. 4) The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5) Each insurance policy required by this agreement shall be endorsed to state in substantial conformance to the following: If the policy will be canceled before the expiration date the insurer will notify in writing to the City of such cancellation not less than thirty (30) days' prior to the cancellation effective date. 6) If insurance coverage is canceled or, reduced in coverage or in limits the Contractor shall within two (2) business days of notice from insurer phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. 294 4 1213112020 e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of A-:VII or better, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. f. Verification of Coverage. Contractor shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Contractor's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 10. INDEPENDENT CONTRACTOR a. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. 11. LEGAL RESPONSIBILITIES The Contractor shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section. 12. RELEASE OF INFORMATION a. All information gained by Contractor in performance of this Agreement shall be considered confidential and shall not be released by Contractor without City's prior written authorization. Contractor, its officers, employees, agents or subcontractors, shall not without written authorization from the General Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. b. Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice 5 295 12/31/2020 of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Contractor and/or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 13. NOTICES Any notices which either party may desire to give to the other party under thisAgreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. Mailing Address: City of Temecula Attn: General Manager 41000 Main Street Temecula, CA 92590 To Contractor: Seaside Ice, LLC dba Ice-America Attn: Scott Williams 807 Sprucelake Drive Harbor City, CA 90710 14. ASSIGNMENT The Contractor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Upon termination of this Agreement, Contractors sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Contractor. 15. LICENSES At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services described in thisAgreement. 16. GOVERNING LAW The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 6 296 12/31/2020 17. PROHIBITED INTEREST No officer, or employee of the City of Temecula that has participated in the development of this agreement or its approval shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Contractor, or Contractor's sub-contractors for this project, during his/her tenure or for one year thereafter. The Contractor hereby warrants and represents to the City that no officer or employee of the City of Temecula that has participated in the development of this agreement or its approval has any interest, whether contractual, non- contractual, financial or otherwise, in this transaction, the proceeds thereof, or in the business of the Contractor or Contractor's sub-contractors on this project. Contractor further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 18. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into thisAgreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 19. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. The General Manager is authorized to enter into an amendment on behalf of the City to make the following non-substantive modifications to the agreement: (a) name changes; (b) extension of time, (c) non-monetary changes in scope of work; (d) agreement termination. 7 297 1 2/3 112 02 0 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. TEMECULA COMMUNITY SERVICES SEASIDE ICE, LLC dba ICE-AMERICA DISTRICT (Two Signatures or corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Zak Schwank, TCSD President Scott Williams, Managing Member ATTEST: By: Randi Johl, Secretary APPROVED AS TO FORM: By: Peter M. Thorson, General CONTRACTOR Counsel Seaside Ice, LLC dba Ice-America Attn: Scott Williams 807 Sprucelake Drive Harbor City, CA 90710 swilliams@ice=dmerica.com City Purchasing Mgr. Initials and Date: r�tSY 05-19-2021 8 298 1213112020 EXHIBIT A Tasks to be Performed A. General Requirements for Outdoor Ice Rink: The ice skating rink shall be a turnkey installation/removal with turnkey management and operation of an outdoor ice skating rink, as a holiday season special event for the City of Temecula. Skating rink shall be open to the general public for recreational ice skating from mid-December through early January, depending on the school calendar. B. Ice Skating Rink Specifications: Outdoor ice rink shall be located at 41902 Main Street, Temecula, CA, in the Town Square Park. The rink shall be approximately 50' X 70' with the capacity of approximately 125 skaters. C. Contractor shall provide the following: i. Design and build a substructure for ice rink ii. Air-cooled refrigeration system/pumps/hoses/expansion tank iii. Generator to power above refrigeration V. Fuel for generator V. Insulation and vapor barriers (including insulation to level the site) vi. Modular railing system (clear Plexiglas facing towards rink with room to display signage upon approval from City of Temecula) vii. Ice rink maintenance equipment- mini Zamboni electric re-surfacer used daily or as needed viii. Rink freezer plate system (50 X 70) ix. All tools, equipment and supplies for set-up, strike and maintenance. All Professional Supervision and General Labor, for set-up and strike. X. Refrigeration Technician on-call 24 hours during entire term xi. General set-up and finish-out metal-frame covering over rink wall header. Clear Plexiglas sides with smooth inside finish of rink perimeter. Optional turf/carpet to finish rink perimeter/edge (covering substructure) xii. Sound/public address for announcements and playback of holiday music. xiii. Rink Manager during entire term; trained and experienced in liability protection. xiv. Two (2) ADA Compliant portable restrooms available during entireterm xv. All equipment and amenities installed and ready for test of equipment and facilities, twenty-four (24) hours in advance of grand opening, date to be determined. xvi. Operation of public skate sessions. Hours of operation to be at Contractor's discretion. Proposed times 10:00am until 10:00pm Sunday through Thursday with extended hours until 11:30pm on Friday and Saturday for those 18 and over only. xvii. Special Hours for New Year's Eve: 10:00am on December 3151until 1:00am on January 151 each year. xviii. Liability-related signage and written waiver release forms, preferably accessible online 9 299 12/31/2020 xix. Professional Support Services/ Consultation for Event Planning and execution. xx. Rental ice skates(approximate 220 pair of various size), sharpened, ready- to-skate, sharpening services on site as needed during run of event xxi. Skate change area with benches and rubber floor covering (40' X 24' approximate) xxii. Skate trailer or modular unit for ticket sales, storing and distribution of skates and office xxiii. Cash register equipment with ability to accept credit card payments xxiv. All sponsorship opportunities must be approved by City staff xxv. Proponent shall provide the City with attendance statistics.Within forty-five (45) days after the closure of the ice rink, the Proponent shall provide the City with ticket sales statistics (including those tickets that were sold, donated and/or given away). D. Turnkey Management and Day-to-Day Operations: Contractor shall provide professional, on-site management (experienced in customer service, liability-prevention and public safety); staffing to include cashier(s), ticket sales, skate rental attendant(s), safety monitor(s) and maintenance personnel to be on-site during entire term of the event, including but not limited to: i. Employee uniforms ii. Cash register equipment with ability to accept credit cards iii. Coordination of group sales and special events iv. Sound/public address for announcements and playback of holiday music v. All revenues associated with the ice rink venue will be distributed to contractor and its vendors 300 10 1 2131/2 0 2 0 EXHIBIT B Payment Rates and Schedule The contractor agrees to submit invoices each year and agrees to the Following rates and schedule: YEAR 1 2021-2022 Season $72,500.00 50% Deposit- $36,250.00 due November 4, 2021 25% Payment- $18,125.00 due December 9, 2021 25% Final- $18.125.00 due January 13, 2022 YEAR 2 2022-2023 Season S74,310.00 50% Deposit- S37,155.00 due November 3, 2022 25% Payment- $18,578.00 due December 8, 2022 25% Final- S18,577.00 due January 12, 2023 YEAR 3 2023-2024 Season $76,170.00 50% Deposit- $38,085.00 due November 2, 2023 25% Payment- $19,043.00 due December 14, 2023 25% Final- $19,042.00 due January 1, 2024 YEAR 4 2024-2025 Season $78,075.00 50% Deposit- $39,037.50 due November 7, 2024 25% Payment- $19,518.75 due December 12, 2024 25% Final- $19,518.75 due January 9, 2025 YEAR 5 2025-2026 Season $80,000.00 50% Deposit- $40,000.00 due November 6, 2025 25% Payment- $20,000.00 due December 11, 2025 25% Final- $20,000.00 due January 8, 2026 301 1213112020 OPERATING AGREEMENT Seaside ice, LLC a California Limited Liability Company The undersigned members, desiring to form a limited liability company under the California Limited Liability Company Act (the "Act"), hereby agree as follows: ARTICLE I FORMATION 1.1 Name. The name of the limited liability company (the "Company") is "Seaside Ice, f.LC." 1.2 Articles of Organization. Articles of organization were filed with the California Secretary of State on 09/16/2008. 1.3 Purpose. The Company is formed for the purpose of producing seasonal ice skating activity and entertainment throughout the United States, the installation and/or sale of permanent ice skating equipment facilities, and the productions of ice shows together with any other lawful activities in which a limited liability company may engage under the Act. 1.4 Duration. The Company shall exist perpetually, unless dissolved as provided herein. 1.5 Principal Place of Business. The principal office of the Company shall initially be at 501 Herondo Street, Suite 56, Hermosa Beach. CA 90254. The managcr(s) may relocate the principal office or establish additional offices from time to time. 1.6 Registered Office and Registered Agent. The Company's initial registered office shall be at 501 Hcrondo Street, Suite 56, Hermosa Beach, CA 90254, and the name of its initial registered agent at such address shall be Scott W. Williams. ARTICLE 2 MEMBERS, CONTRIBUTIONS, AND INTERESTS 2.1 Names and Addresses. The names and addresses of the members of the Company and their percentage ownership interests are: Percentage Name and address Interest Turtle Island Productions, Inc. 100% 501 Herondo Street, Suite 56 302 Hermosa Beach, CA 90254 2.2 Ownershin Interests. Each member's percentage ownership interest at any time shall be the ratio of that member's shares of interests to all issued and outstanding members share of interests in capital account balances ("Ownership Interest"). 2.3 Contributions. Each member shall contribute to the Company as its initial capital contribution the cash and/or property described on Exhibit A attached hereto. 2.4 Other Business of Members. Any member may engage independently or with others in other business and investment ventures of every nature and description and shall have no obligation to account to the Company for such business or investments or for business or investment opportunities. 2.5 Additional Contributions. Additional capital contributions shall be accepted from existing members only if the manager(s) unanimously approve and set the maximum total amount ofthe additional capital contributions. If the manager(s) do so, the members shall have the opportunity (but not the obligation) to make such additional capital contributions on a pro rata basis in accordance with their Ownership Interests. If any member elects to make less than the member's pro rasa share of any additional capital contributions, the others may contribute the difference on a pro rata basis in accordance with their Ownership Interests or on any other basis upon which the manager(s) may designate, in which case the Ownership Interests shall be adjusted accordingly. 2.6 No Interest on Capital Contributions. No interest shall be paid on capital contributions and no member shall have the right to withdraw his capital contribution. 2.7 Capital Accounts. A capital account ("Capital Account") shall be determined and maintained for each member. Each member's Capital Account shall be (i) credited with all capital contributions by such member and the member's distributive share of all income and gain (including any income exempt from federal income tax); and (ii) charged with the amount of all distributions to such member and the member's distributive share of losses and deductions. Capital Accounts shall be maintained in accordance with federal income tax accounting principles as set forth in Treas. Reg. § 1.704-1(b) at all times throughout the full term of the Company. In the event of a permitted sale or assignment of all or any part of a member's interest in the Company, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Company interest. See Treas. Reg. § 1.704-1(b)(2)(iv) or any successor provision. 2.8 No Withdrawal or Transfer of Member's Interest. No member shall voluntarily withdraw from the Company without the consent of all the other members except as provided in this Section 2.8. A withdrawal in violation of this Section 2.8 shall constitute a breach of this Agreement for which the Company and other members shall have the remedies 303 provided under applicable law. However, the initial members may sell or transfer all or part of ones ownership interest to the other. 2.9 No Encumbrance. Except in accordance with Article 8, no member shall assign, encumber, sell or otherwise transfer all or any portion of the member's interest in the Company, or enter into any agreement as a result of which any person shall acquire an economic or beneficial interest in the Company or the member's interest in the Company. ARTICLE 3 MEMBER MEETINGS 3.1 Meetings. The annual meeting shall be held at the principal office ofthe Company or at such other location and at the date and time as the manager(s) shall specify. Written notice of the annual meeting shall be required. 3.2 Special Meetings. A special meeting ofinembers shall be held (a) if it is called by the manager(s); or(b) if members holding at least twenty percent (20%) of the Ownership Interests sign, date, and deliver to the Company's principal office a written demand for the meeting, describing the purpose or purposes for which it is to be held. Special meetings shall be held at the principal office of the Company unless otherwise determined by the managers. 3.3 Notice of Meeting. Notice of the date, time, and place of each annual or special members' meeting shall be given to each member not earlier than sixty (60) days nor less than ten (10) days before the meeting date. For a special meeting, the notice must include a description of the purpose or purposes for which the meeting is called. A statement of purpose is not required in a notice of an annual meeting. Written notice may be delivered personally, given by facsimile or other form of wire communication, or by mail or private carrier, to each members' business or home address. Written notice shall be effective at the earliest of the following: (a) when received; (b) when sent by facsimile, email, or other form of'wire communication; or (c) two (2) business days after being mailed. 3.4 Record Date. The persons entitled to notice of and to vote at a members' meeting, and their respective Ownership Interests shall be determined as of the record date for the meeting. The record date shall be a date not earlier than seventy (70) days nor less than ten (10) days before the meeting, selected by the manager(s). If the manager(s) do not specify a record date, the record date shall be the date on which notice of the meeting was first mailed or otherwise delivered. 3.5 Quorum. The presence, in person or by proxy, of members owning 60% of the Ownership Interests shall constitute a quorum. 3.6 Proxies. A member may be represented at a meeting in person or by written proxy. 3.7 Voting. On each matter requiring action by the members, each member shall be entitled to vote the member's Ownership Interest. Except where a greater percentage is 304 required elsewhere in this Agreement, all decisions of the Company shall be approved upon the affirmative vote of members owning 60% in interest of the Ownership Interests of the Company. 3.8 Meeting of all Members. Notwithstanding any other provision of this Agreement, if all of the members hold a meeting at any time and place, such meeting shall be valid without call or notice, and any lawful action taken at such meeting shall be the action of the members. 3.9 Waiver of Notice. When any notice is required to be given to any member, a waiver thereof in writing signed by the member entitled to such notice, whether before, at or after the time stated therein, shall be equivalent to the giving of such notice. Attendance at a meeting shall constitute waiver of notice of the meeting unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. 3.10 Action Without Meeting. Any action required or permitted to be taken by the members at a meeting may be taken without a meeting if a consent in writing, describing the action taken, is signed by members owning sufficient interests to approve such action at a duly called meeting and is included in the minutes of the Company's records of meetings. 3.11 Meetings by Telephone. Meetings of the members may be held by conference telephone or by any other means of communication by which all participants can hear each other simultaneously during the meeting, and such participation shall constitute presence in person at the meeting. ARTICLE 4 MANAGEMENT 4.1 Number and Oualifications of Manager(s). As provided in the articles of organization, the Company shall be managed by manager members(s). The number of manager(s) shall be the number elected by the members and acting as such from time to time, but shall not be less than one (I) nor more than four (4). Manager(s) may be individuals or entities, and need not be members of the Company. 4.2 Election of Manager(s). Manager(s) shall be elected at the annual meeting of members or at a special meeting called for the purpose of electing manager(s); if a special meeting, the meeting notice must state that the purpose, or one of the purposes, of the meeting is election of manager(s). A manager shall serve a term of two (2) years from appointment or election and ending when the members next hold a meeting at which manager(s) are elected, or until the manager's earlier death, resignation, or removal. The number of managers as of the date of this Operating Agreement shall be one (I) and the current manager shall be Scott Williams and he shall serve until his successor(s) are elected and qualified. 4.3 Authority. Subject to restrictions that may be imposed from time to time by the manager(s) or members, each manager shall be an agent of the Company with authority to bind the Company in the ordinary course of its business. However, the manager(s) shall have no authority to bind the Company as to the following matters without first obtaining approval by the 305 members: 4.3.1 Additional Capital Contributions. Approve any additional capital contributions by the members beyond the initial contributions set forth in Section 2.3; and authorize issuance of additional shares of interests to new members upon approval of majority interests of existing members; 4.3.2 "rransactions With Members and Their Affiliates. Approve any transaction between the Company and any of the members or any affiliates of any of the members, including modifying or terminating any existing employment or consulting agreement with any member or any affiliate of a member; 4.3.3 Exercise of Company Rights. Exercise any rights of the Company under this Agreement, including its rights to purchase Ownership Interests, except to the extent that members have the right to require the Company to purchase the Ownership Interests of the other member(s) as provided in ARTICLE 7 of this Agreement; 4.3.4 Acquisition of Equity Interest. Purchase or obtain an equity interest in another entity or business; 4.3.5 Loans. Make any material loans to any party, including any loan from the Company to a member of any amount; 4.3.6 Sale of Assets. Sell, or otherwise dispose of, any material assets of the Company, outside the ordinary course of its business; 4.3.7 Reorganization. Make any decision to engage or not engage in the proposed dissolution, liquidation, merger, consolidation, or reorganization of the Company. 4.4 Other Activities. Manager(s) may have other business interests and may engage in other activities in addition to those relating to the Company. This Section 4.4 does not change each manager's duty to act in a manner that the manager reasonably believes to be in the best interests of the Company. 4.5 Manager Meetings 4.5.1 Meetings; Notices: Quorum: Voting. Meetings of the manager(s) may be called by any manager. Meetings shall be held at the place fixed by the manager(s) or, if no such place has been fixed, at the principal office of the Company. Oral or written notice of the date, time, and place of any meeting shall be given at least twenty-four (24) hours in advance. Written notice may be delivered personally, given by email, facsimile, or other form of wire communication, or by mail or private carrier, to each manager(s)' business or home address. Written notice shall be effective at the earliest of the following: (a) when received; (b) when sent by facsimile, email, or other form of wire communication; or (c) two (2) business days after being mailed. A majority of the manager(s) shall constitute a quorum. Each 306 manager shall be entitled to one vote. A matter submitted to a vote of the manager(s) shall be deemed approved if the votes in favor exceed those against the matter. 4.5.2 Meeting of all Manager(s). Notwithstanding any other provision of this Section 4, if all of the manager(s) shall hold a meeting at any time and place, such meeting shall be valid without call or notice, and any lawful action taken at such meeting shall be the action of the manager(s). 4.5.3 Action Without Meeting. Any action required or permitted to be taken by the manager(s) at a meeting may be taken without a meeting if a consent in writing, describing the action taken, is signed by all of the manager(s) and is included in the minutes of the Company's records of meetings. 4.5.4 Meetings by Telephone. Meetings of the manager(s) may be held by conference telephone or by any other means of communication by which all participants can hear each other simultaneously during the meeting, and such participation shall constitute presence in person at the meeting. 4.6 Resignation. A manager may resign at any time by delivering written notice to the other manager or to the members. The resignation is effective when the notice is effective under the Act, unless the notice specifies a later effective date. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the remaining manager(s) or an affirmative vote of the members. The resignation of a manager who is also a member shall not affect the manager's rights as a member and shall not constitute a withdrawal of the member. 4.7 Removal of Manager by Members. The members may remove one or more manager(s) with or without cause. A manager may be removed by the members only at a meeting called for the purpose of removing the manager and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the manager. 4.8 Salaries. The salarics and other compensation of the managcr(s) shall be fixed from time to time by vote of the members. A manager shall not be precluded from receiving a salary because the manager is also a member. 4.9 Other Agcnts. The manager(s) may, by mutual agreement, authorize any agent to enter into any lawful contract or to otherwise act on behalf of the Company. Such authority may be general or be confined to specific instances. ARTICLE 5 ACCOUNTING AND RECORDS 5.1 Books of Account. The Company's books and records shall be maintained by the manager(s) at its principal place of business or at its registered office as required by the Act. These shall include financial statements, tax returns, a register showing the names, addresses and Ownership Interests of the members, copies of minutes of all meetings of the members and a copy of this Agreement, including all amendments hereto. Each member shall have access to the books and records at all reasonable times. The manager(s) shall keep such 307 additional books and records of the operation of the Company which are appropriate and adequate for the Company's business and for carrying out this Agreement. 52 Fiscal Year. The fiscal year of the Company shall be the calendar year end August 31. 5.3 Accounting Reports. Within ninety (90) days after the close of each fiscal year, the manager(s) shall cause each member to receive an unaudited report of the activities of the Company for the preceding fiscal year, including a copy of a balance sheet of the Company as of the end of such year and a statement of income or loss for such year. 5.4 "fax Returns. The manager(s) shall cause all required federal and state income tax returns for the Company to be prepared and timely filed with the appropriate authorities. Within ninety (90) days after the end of each fiscal year, each member shall be furnished a statement suitable for use in the preparation of the member's income tax return, showing the amounts of any distributions, contributions, gains, losses, profits, or credits allocated to the member during such fiscal year. The Company has elected to be treated as a C corporation for tax reporting and filing purposes. 5.5 Tax Matters Member. The manager(s) shall designate among themselves who shall be the "Tax Matters Member" for the Company in compliance with I.R.C. § 6231(a)(7) (unified audit procedures). Scott Williams shall be the initial Tax Matters Member. ARTICLE 6 ALLOCATIONS AND DISTRIBUTIONS 6.1 Allocation of Nct Profit and Loss - In General. 6.1.1 Allocation of Net Profit or Loss. After giving effect to the special allocations set forth in Sections 6.2 and 6.3, the net profit or net loss of the Company for any fiscal year shall be allocated among the members in accordance with their respective Ownership Interests. 6.1.2 Limitation. The net loss allocated to each member for any Company fiscal year pursuant to Section 6.1.1 shall not exceed the maximum amount of net loss that can be so allocated without causing such member to have a deficit Capital Account at the end of the fiscal year. All net losses in excess of the limitation set forth in this Section 6.1.2 shall be allocated to the other members who do not have deficit Capital Accounts in proportion to their respective Ownership Interests. 6.2 Special Allocations. The following special allocations shall be made for any fiscal year of the Company in the following order: 6.2.1 Minimum Gain Char eg back. If there is a decrease in the Company's "partnership minimum gain," as defined by and determined under Trcas. Reg. §§ 308 1.704-2(b)(2) and 1.704-2(d), the minimum gain chargeback provisions of Treas. Reg. § 1.704- 2(f), which are incorporated into this Agreement by this reference, shall be applied. 6.2.2 Member Minimum Gain Chargeback. If there is a decrease in any member's share of"partner nonrecourse debt minimum gain," as defined by and determined under Treas. Reg. § 1.704-2(i)7 the partner nonrecourse debt minimum gain chargeback provisions of Treas. Reg. § 1.704-2(i)(4), which are incorporated into this Agreement by this reference, shall be applied. 6.2.3 Qualified Income Offset. In the event that any member unexpectedly receives any adjustments, allocations, or distributions described in Treas. Reg. §§ 1.704-I(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such member in accordance with Trcas. Reg. § 1.704-(1)(b)(2)(ii)(d). 6.2.4 Nonrecourse Deductions. "Nonrecourse deductions," as defined in and determined under Treas. Reg. §§ 1.704-2(b)(1) and (c), shall be allocated among the members in accordance with their respective Ownership Interests. 62.5 Member Nonrecourse Deductions. "Partner nonrecourse deductions," as defined in and determined under Treas. Reg. §§ 1.704-2(i)(1) and (2), shall be specially allocated among the members in accordance with Treas. Reg. § 1.704-2(i). 6.3 Corrective Allocations. The allocations set forth in the last sentence of Section 6.1.2 and in Section 62 are intended to comply with certain regulatory requirements under Section 704(b) of the Internal Revenue Code of 1986. as amended (the "Code"). The members intend that, to the extent possible, all allocations made pursuant to such Sections will, over the term of the Company, be offset either with other allocations pursuant to Section 6.2 or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 6.3. Accordingly, the manager(s) are hereby authorized and directed to make offsetting allocations of Company income, gain, loss or deduction under this Section 6.3 in whatever manner the manager(s) determine is appropriate so that, after such offsetting special allocations are made, the Capital Accounts of the members are, to the extent possible, equal to the Capital Accounts each would have if the provisions of Section 6.2 were not contained in this Agreement and all income, gain, loss and deduction of the Company were instead allocated pursuant to Section 6.1.1. 6.4 Other Allocation Rules. 6.4.1 General_ Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, or credit and any other allocations not otherwise provided for shall be divided among the members in the same proportions as they share net profits or net losses, as the case may be, for the year. 6.4.2 Allocation of Recapture Items. In making any allocation among the members of income or gain from the sale or other disposition of a Company asset, the ordinary income portion, if any, of such income and gain resulting from the recapture ofcost 309 recovery or other deductions shall be allocated among those members who were previously allocated (or whose predecessors-in-interest were previously allocated) the cost recovery deductions or other deductions resulting in the recapture items, in proportion to the amount of such cost recovery deductions or other deductions previously allocated to them. 6.4.3 [Reserved[ 6.4.4 Allocations in Connection with Varying Interests. If, during a Company fiscal year, there is (i) a permitted transfer of a member's interest in the Company under this Agreement or(ii) the admission ofa member or additional members, net profit, net loss, each item thereof, and all other tax items of the Company for such period shall be divided and allocated among the members by taking into account their varying interests during such fiscal year in accordance with Code Section 706(d) and using any conventions permitted by law and selected by the manager(s). 6.5 Determination of Net Profit or Loss. 6.5.1 Computation of Net Profit or Loss. The net profit or net loss of the Company, for each fiscal year or other period, shall be an amount equal to the Company's taxable income or loss for such period, determined in accordance with Code Section 703(a) (and, for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1), including income and gain exempt from federal income tax, shall be included in taxable income or loss). 6.5 2 Adjustments to Net Profit or Loss. For purposes of computing taxable income or loss on the disposition of an item of Company property or for purposes of determining the cost recovery, depreciation, or amortization deduction with respect to any property, the Company shall use such property's book value determined in accordance with Treas. Reg. § 1.704-1(b). 65.3 Items Specially Allocated. Notwithstanding any other provision of this Section 6.5, any items that are specially allocated pursuant to Sections 6.2 or 6.3 shall not be taken into account in computing the Company's net profit or net loss. 6.6 Mandatory Tax Allocations Under Code Section 704(c). In accordance with Code Section 704(c) and Treas. Reg. § 1.704-3, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial book value computed in accordance with Section 6.5.2. Prior to the contribution of any property to the Company that has a fair market value that differs from its adjusted tax basis in the hands of the contributing member on the date of contribution, the contributing member and the manager(s) shall agree upon the allocation method to be applied with respect to that property under Treas. Reg. § L704-3, as amended from time to time. Allocations pursuant to this Section 6.6 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing any member's Capital Account or share of the Company's net profit, 310 net loss, or other items as computed for book purposes, or distributions pursuant to any provision of this Agreement. 6.7 Distributions. The Company may make distributions to the members from time to time of any monies or property in excess of that needed to properly carry on the business of the Company. Each distribution shall be made to all members, and divided among the members in proportion to their respective Ownership Interests. All distributions shall be subject to the limitations described in the Act. 6.8 Distributions to Pay Tax Liabilities. Within ninety (90) days after the end of each fiscal year, the Company shall make a distribution in an amount equal to at least (a) the Company's net taxable income during the fiscal year multiplied by (b) the lesser of(i) forty-five (45) percent or(ii) the sum of the maximum federal and state individual income tax rates of any member in effect for the fiscal year(taking into account the deductibility of state taxes for federal income tax purposes), less (c) the amount of any distributions made by the Company during the fiscal year(other than distributions made during the fiscal year that were required to be made under the provisions of this Section with respect to a prior fiscal year). For purposes of this Section, the Company's net taxable income shall be the net excess of items of recognized income and gain over the items of recognized loss and deduction reported on the Company's federal income tax return for the taxable year with respect to which the distribution is being made. The Company's obligation to make such distribution is subject to the restrictions governing distributions under the Act. ARTICLE 7 WITHDRAWAL AND DISSOLUTION 7.1 Events of Dissolution. Except as otherwise provided in this Agreement, the Company may dissolve upon the earlier of. (a) The death, withdrawal, expulsion, bankruptcy or dissolution of any member; (b) the incompetence of a member. For purposes of this Agreement, the term "incompetence" shall mean and refer to a person (i) who is a minor, (ii) who is judicially determined to be incompetent, or(iii) who is for any reason certified by his or her attending physician to be a person whose ability to receive and evaluate information effectively or communicate decisions is impaired to such extent that he or she presently lacks the capacity to meet the essential requirements for his or her physical health or safety or to manage financial resources; (c) approval of dissolution by a vote of the members; or (d) a change in control of an entity that is a member, the merger, change of organization, consolidation or reorganization of an entity that is a member, or the sale or transfer of a controlling interest of an entity that is a member. For purposes of this Section, "control" shall mean the ability to direct the operation of the business of such entity. 311 7.2 Effect of Death of a Member. 7.2.1 Upon the death of member, the remaining members. excluding the decedent's estate and successor in interest, may within one hundred twenty (120) days elect to: (a) maintain the deceased member's successor in interest as an assignee of the Ownership Interest of the deceased member; (b) admit the deceased member's successor in interest as a member in place of the deceased member; or (c) purchase the interest of the deceased member pursuant to Sections 7.7 below. 7.2.2 The election shall be at the sole discretion of the surviving members and shall require the consent ofa majority in interest of the surviving members, excluding the decedent's estate or successor in interest. The successor in interest shall be provided the results of the election by written notice. If the surviving members do not so elect. the Company shall dissolve, effective on the date of the event of dissolution. 7.3 Effect of Withdrawal or Other Event of Dissolution. Upon the withdrawal, incompetence, expulsion, bankruptcy or dissolution or change of control of a member, the remaining members may within one hundred twenty (120) days; without waiving any remedies in the case of voluntary withdrawal pursuant to Section 2.8 elect to: (a) maintain the member's successor in interest, if any, as an assignee of the affected member's interest; (b) admit the member's successor in interest, if any, as a member; or (c) purchase the interest of the affected member pursuant to Sections 7.5 below. The election shall be at the sole discretion of the remaining members, and shall require the consent of a majority in interest of the remaining members. The successor in interest shall be provided the results of the election by written notice. If the remaining members do not so elect, the Company shall dissolve, effective on the date of the event of dissolution. 7.4 Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the manager(s) shall wind up the affairs of the Company. A fbll account of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds thereof applied as required by the Act. Upon discharging all debts, liabilities and preference distributions, all remaining assets shall be distributed to the members or their representatives by the end of the taxable year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation) in proportion to the positive balances of their respective Capital Accounts, as determined after taking into account all Capital Account adjustments for the taxable year during which the liquidation occurs (other than those made 312 pursuant to Section 7.1 1) until such balances are reduced to zero, and then in proportion to their Ownership Interests. With the approval of the members, the Company may, in the process of winding up the Company, distribute property in kind, in which case the members' Capital Account balances shall be adjusted in accordance with Treas. Reg. § 1.704-1(b)(2)(e). 7.5 No Obli£ation to Restore Negative Capital Account Balance on Liquidation. Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g), no member shall have any obligation to make any capital contribution to the Company to eliminate the negative balance, if any, of such member's Capital Account and such negative balance shall not he considered a debt owed by such member to the Company or to any other person for any purpose whatsoever. 7.6 Valuation of Member's Interest. If the Company elects to purchase the interest of a member pursuant to Section 7.2 or 7.3 above, the value of the affected member's interest shall be determined by multiplying the member's Ownership Interest by the net fair market value of all Company assets. The net fair market value of the Company assets shall he determined by agreement between the remaining members and the affected member or the affected member's legal representative. If agreement as to such value cannot be obtained, the value of the affected member's interest shall be determined by the firm of accountants then servicing the Company, utilizing the following criteria: (a) All accounts of the Company shall be valued at their stated book value as shown on the Company's books of account, and as adjusted at the end of the fiscal year immediately preceding the event giving rise to the purchase; (b) No value shall be attributable to goodwill or to the Company's name; (c) The excess of the current market value of all assets over their stated book value, including those assets not having a cost basis for Federal income tax purposes, or the deficiency of the current market value of all assets under their stated book value, shall be added or subtracted, as the case may be, to the book value to determine the adjusted book value; (d) All debts of the Company shall be deducted from the adjusted book value to reach the net adjusted book value; (e) The member's Ownership Interest shall be multiplied by the final value of the Company as determined above to reach the net value of the member's Ownership Interest for purposes of this Section 7.6, and (f) The valuation ofthe affected member's Ownership Interest, when made, shall be final and binding upon all parties affected thereby. The accountants shall be entitled to obtain, at the Company's expense, such appraisals and other professional advice in determining net adjusted book value or to complete the Company's books of account as they deem necessary or advisable. 313 7.7 Pavment for Member's Interest. The purchase price for a member's interest purchased pursuant to Section 7.2 or 7.3 shall be paid in substantially equal, consecutive monthly payments, including principal and interest. Interest shall accrue at the Longterm Applicable Federal Rate as published in the Wall Street Journal in effect on the date of the purchase. The first payment shall be made not later than thirty (30) days following the date on which the valuation of the affected member's Ownership Interest is determined. The Company may prepay the remaining amount of the purchase price at any time without penalty. 7.8 Effect of Purchase of Member's Interest. A member shall cease to be a member upon the Company's election to purchase the member's interest pursuant to Section 7.2 or 7.3. During the period in which the Company is making payments to the former member, the former member shall have no rights as a member in the Company. 7.9 Failure to Exercise Purchase Option. If the Company does not exercise the purchase option under Sections 7.2 and 7.3 and the business of the Company is continued as provided in Sections 7.2 and 7.1, then each of the persons who succeed to the affected member's interest shall be an assignee of such affected member, but shall not be a member unless admitted as a member in accordance with Section 2.8. 7.10 Assignee of Member's Interest. Upon any transfer of a member's Ownership Interest, either voluntary or involuntary and during life or at death, the successor in interest shall be an assignee of such Ownership Interest as described in the Act. An assignee of a member's interest shall have no rights as a member in the Company until the remaining or surviving members unanimously elect to admit such successor in interest as a member. 7.11 Expulsion. 7.1 1.1 For Cause. A member may be expelled from the Company for cause upon a vote of a majority in interest of the members, pursuant to the Act. Such expulsion shall be effective as of the date of the vote of the members to expel. 7.1 1.2 For No Cause. A member may be expelled from the Company for no cause upon a vote of at least 60% of the interest of the members. Such expulsion shall be effective as of the date of the vote of the members to expel. Upon such expulsion, the Company shall purchase the member's interest as provided in Sections 7.6, 7.7 and 7.8 above. 7.12 Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the managcr(s) shall wind up the affairs of the Company. A full account of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds thereof applied as required by the Act. Upon discharging all debts, liabilities and preference distributions, all remaining assets shall be distributed to the members or their representatives by the end of the taxable year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation) in proportion to the positive balances of their respective Capital Accounts, as determined after taking into account all Capital Account 314 adjustments for the taxable year during which the liquidation occurs (other than those made pursuant to this Section 7.1 1) until such accounts have a balance of zero, and then in proportion to their Ownership Interests. With the approval of the members, the Company may, in the process ofwinding up the Company, distribute property in kind, in which case the members' Capital Account balances shall be adjusted in accordance with Treas. Reg. § 1.704-1(b)(2)(c). ARTICLE 8 TRANSFER OF COMPANY INTERESTS AND ADMISSION OF MEMBERS 8.1 General Prohibition. No member may voluntarily or involuntarily, directly or indirectly, sell, transfer, assign, pledge or otherwise dispose of, or mortgage, pledge, hypothecate or otherwise encumber, or permit or suffer any encumbrance of, all or any part of such member's interest in the Company, except as provided in this ARTICLE 8. Any other purported sale, transfer, assignment, pledge or encumbrance shall be null and void and of no force or effect whatsoever. 8.2 Permitted Transfers by Members. Subject to any conditions and restrictions on transferability required by law or contained in this Agreement, specifically including but not limited to the conditions set forth in Section 8.3, a member may transfer such member's entire interest in the Company to any of the following: (a) Any other member; (b) (i) a limited liability company, corporation or partnership, so long as the transferor retains control of such entity and such interest remains subject to the terms of this Agreement. (ii) the transferor's spouse and/or children, (iii) a living trust over which the transferor retains the right of revocation (provided such interest shall continue to be subject to the terms of this Agreement in the hands of the trustee of the trust); or (c) Any purchaser in accordance with Section 8.4. 8.3 Conditions on Transfer. No transfer of a members interest shall be effective unless and until the following conditions are satisfied: (a) The transferor and transferee shall have executed and acknowledged such reasonable and customary instruments as shall be necessary or desirable, in the opinion of the managcr(s), to effect such transfer; (b) The transfer shall not violate any applicable law or governmental rule or regulation, including without limitation the Act and any federal or state securities laws: and (c) Unless otherwise approved by the manager(s), the transfer, when aggregated with all other transfers within a twelve (t 2) month period, shall not cause the termination of the Company as a partnership for federal income tax purposes 315 pursuant to § 708 of the Code. 8.4 Sale of Interest. (a) Subject to compliance with the conditions of Section 8.3, a member shall be entitled to sell the member's interest in the Company only in strict accordance with the provisions of this Section 8.4. If a member elects to sell the member's interest in the Company, the member shall first give written notice of the member's intention to do so (the "Sale Notice") to the all other members (the "Remaining Member(s)"). Such notice, which shall be based on a bona fide offer to purchase by the designated prospective purchaser, shall set forth the purchase price (which shall be a cash amount and not the exchange of property or other value), the terms of payment and the other terms of sale and the identity of the proposed transferee. The Remaining Member(s) shall have a period of sixty (60) days after the Sale Notice is given to elect to acquire such interest at the price and upon the same terms (other than the closing date) designated in the Sale Notice, less the difference, if any, in commissions and costs of closing payable in the event of the proposed sale as opposed to a sale to the Remaining Member(s). If the Remaining Member(s) do not elect to acquire such interests on such terms within the time provided herein or if the Remaining Member(s) give written notice of rejection thereof before the expiration of the sixty (60) day period, the member giving the Sale Notice shall have the right to sell and close the sale of such interest to the same person and upon substantially the same terms as set forth in the Sale Notice for a period of fortyfive (45) days following notice of rejection or following the expiration of the sixty (60) day period, whichever is earlier. After the expiration of the forty-five (45) day period within which to complete the sale, the member giving the notice of intention to sell shall not sell or transfer such interest without again complying with the terms of this Section 8.4(a). Any sale hereunder to the Remaining Member(s) shall be closed within sixty (60) days of the acceptance of the offer to sell. (b) If the Remaining Mcmber(s) elect to acquire such interest as above provided above, they must acquire all and not part of such interest. Each Remaining Member electing to purchase shall have the right to acquire the interest offered proportionate to such Remaining Member's respective Ownership Interest: that is, each such Remaining Member may acquire such portion of the offered interest that the Remaining Member's Ownership Interest bears to all Ownership Interests of Remaining Member(s) electing to purchase (unless the purchasing Remaining Members agree to divide the interest other than as set forth above). If any Remaining Member does not elect to acquire such Remaining Member's full proportionate share of such interest, the other Remaining Member(s) desiring to acquire the same may acquire such share proportionate to their respective Ownership Interests (unless the purchasing Remaining Members agree to divide the remaining interest other than as set forth above). 8.5 Effect of Transfer Generally-. At the time of a transfer of any member's interest, whether or not such transfer is made in accordance with this ARTICLE 8, all the rights 316 possessed as a member in connection with the transferred interest, which rights otherwise would be held either by the transferor or the transferee, shall terminate against the Company unless the transferee is admitted to the Company as a Substitute Member pursuant to the provisions of Section 8.6; provided, however, that if the transfer is made in accordance with this ARTICLE 8, such transferee shall be entitled to receive distributions to which such transferor would otherwise be entitled from and after the effective date of such transfer, which date shall be specified by the manager(s) and shall be no later than the last day of the calendar month following the first calendar month during which the manager(s) received notice of the transfer and all conditions precedent to such transfer provided for in this Agreement have been satisfied. The Company and the manager(s) shall be entitled to treat the transferor as the recognized owner of such interests until such effective date and shall incur no liability for distributions made in good faith to the transferor prior to the effective date. 8.6 Admission of Transferee as Substitute Member. (a) No transferee of a member shall be admitted as a member unless all of the following conditions have been satisfied: (i) The transfer complies with Sections 8.2 and 8.3, and Section 8.4 (ifapplicable); (ii) All Company members consent to transferee's admittance; (iii) The prospective transferee has executed instruments, in form and substance satisfactory to the managers, accepting and agreeing to be bound by all the terms and conditions of this Agreement and any member admission agreement required by the manager and has paid all expenses of the Company in effecting the transfer; (iv) All requirements of the Act regarding the admission of a member have been complied with by the transferee, the transferring member and the Company; and (v) Such transfer is effected in compliance with all applicable state and federal securities laws. (b) In the event of a transfer complying with all the requirements of Sections 8.2 and 8.3. and Section 8.4 (if applicable), and the transferee being admitted as a member pursuant to this Section 8.6, the transferee shall execute a member admission agreement acceptable to the manager(s), in which the transferee agrees to be bound by the terms of this Agreement. ARTICLE 9 LIMITATION OF LIABR.ITYANDEMNIFICATION 9.1 Indemnification. The Company shall indemnify each of its manager(s) to 317 the fullest extent not prohibited by California law, as the same exists or may hereafter be amended or interpreted, against all liability, loss and costs (including, without limitation, attorney's fees) incurred or suffered by the manager by reason of or arising from the fact that such person is or was a manager of the Company, or is or was serving at the request of the Company as a manager, director, officer, partner, trustee, employee, or agent of another foreign or domestic limited liability company, corporation, partnership,joint venture, trust, benefit plan, or other enterprise. The Company may, by action of the members or manager(s), provide indemnification to employees and agents of the Company who are not manager(s). The indemnification provided in this Section shall not be exclusive of any other rights to which any person may be entitled under any statute, bylaw, agreement, resolution of members or manager(s), contract, or otherwise. 9.2 Limitation of Liability. Manager(s) of the Company shall not be liable to the Company or its members for monetary damages for conduct as manager(s) except to the extent that the Act, as it now exists or may hereafter be amended, prohibits elimination or limitation of manager liability. No repeal or amendment of this Section or of the Act shall adversely affect any right or protection of a manager for actions or omissions prior to the repeal or amendment. ARTICLE 10 AMFNDMENTS 10.1 By Members. The members may amend or repeal the provisions of this Agreement by unanimous agreement set forth in writing or by action taken at a meeting of members called for that purpose. This Agreement may not be amended or repealed by oral agreement of the members. 10.2 By Managerfsl. The manager(s) may not amend or repeal the provisions of this Agreement. ARTICLE I I MISCELLANEOUS 11.1 Additional Documents. Each member shall execute such additional documents and take such actions as are reasonably requested by the manager(s) in order to complete or confirm the transactions contemplated by this Agreement. 11.2 Arbitration and Mediation. Any dispute among the members or among the members and the Company concerning this Agreement shall be resolved by arbitration before a single arbitrator, in accordance with the then-effective commercial arbitration rules of the American Arbitration Association. Arbitration shall occur in Los Angeles County, CA. Judgment upon the arbitration award may be entered in any court having jurisdiction. The parties acknowledge that mediation may help resolve any dispute. Therefore, any party may propose mediation whenever appropriate through the American Arbitration Association, or any other mediator or mediation process the parties may agree on. Nothing herein, however, shall prevent a member from resort to a court of competent jurisdiction in those instances where injunctive relief may be appropriate. 318 1 1.3 Attorney's fees. In the event arbitration is instituted to enforce or determine the parties' rights or duties arising out of the terms of this Agreement, or injunctive relief is sought in a court of competent jurisdiction, the party substantially prevailing shall be entitled to recover such amount for its cost and attorney's fees incurred in connection with the arbitration or other proceeding as shall be determined by the arbitrator orjudge. 11.4 Counterparts. This Agreement may be executed in two or more counterparts, which together shall constitute one agreement. 115 Governing L.aw. This Agreement and the rights and obligations of the parties under it are governed by and interpreted in accordance with the laws of the State of California (without regard to principles of conflicts of law). 11.6 Headings. Headings in this Agreement are for convenience only and shall not affect the meaning. 11.7 Severability. The invalidity or uncnforccability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions. 11.8 Third-Party Beneficiaries. The provisions of this Agreement are intended solely for the benefit of the members and shall create no rights or obligations enforceable by any third party, including creditors of the Company, except as otherwise provided by applicable law. ADOPTED & REVISED as of August 31, 2018 by the undersigned, constituting all of the men bers. By Scott WM iams, Manager and Member for Turtle Island Productions, Inc. 319 EXHIBIT A Initial Issuance of Shares & Capital Contribution Number of Shares Capital Contributed Turtle Island Productions 1,000 S1,000 320 SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND SEASIDE ICE, LLC DI3A ICE-AMERICA FOR HUNTINGTON BEACH PIER PLAZA OUTDOOR ICE SKATING RINK 1-I-11S AGREEMENT ("Agreement') is made and entered into by and between the Cite oft-luntington Beach, a municipal corporation of the State of California. hereinafter called "City." and Seaside Ice. LLC dba Ice-America, hereinafter referred to as '`Contractor." City and Contractor are collectively to as the "Parties'. Recitals A. The City desires to retain a Contractor having special skill and knowledge in the building. maintaining and servicing, outdoor ice skating rink. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02.190(C)(2). NOW. THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Sen ices Contractor shall provide all services as described and attached hereto as Exhibit A. These services shall sometimes hereinafter be referred to as the "Project." Contractor hereby designates Scott Williams who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 21-10215/265343 I 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the Unit Prices identified in Exhibit B. The total sum to be expended under this Agreement, shall not exceed Four Hundred Sixty One Thousand Three Hundred Forty- Four Dollars($461,344.00)during the Term of this Agreement. b. After the event budget total is by met Ice-America(currently listed as $444,104 including the required options), additional event revenue from admissions and rentals fees minus merchant and ticket sales will be shared 65/35 between Ice-America and the City, respectively. C. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 5. Term Time is of the essence of this Agreement. The services of Contractor are to commencaftOrrthc�2/ 2021, or as soon as practicable after the execution of this Agreement by City (the"Commencement Date")and terminating three years later, o , 2024. City may renew this Agreement for up to two (2)additional one- year terms by notifying Contractor no less than thirty (30) days prior to the end of each term. 6. Extra Work In the event City requires additional services not included in the City of Temecula Contract, or changes in the scope of services described in the City of Temecula Contract, Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 7. Disposition of Plans, Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, date or programs, maps, memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 21.102151265343 2 8. Hold Harmless Contractor hereby agrees to protect, defend. indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by anv of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence. sole negligence. or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractors counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 9. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the temis of the workers' compensation and employers liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 10. General Liabilitv Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend. hold harmless and indemnity City. Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor. its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily 2 1-102 15/265343 3 injury and property damage, including products/completed operations liability and blanket contractual liability. of One Million Dollars (S 1.000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Nlillion Dollars ($1,000.000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit. the aggregate limit must be no less than One Million Dollars ($1,000.000) for this Project/Service. This policy shall name City. its officers, elected or appointed officials. employees. agents. and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a "deductible" or any other similar form of limitation on the required coverage. 11. Automobile Liabi[it Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. "[his policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a separate "Additional Insured Endorsement" page listing both the policy number and naming the "Cite of l-ltoatington Beach, its officers, elected or appointed officials, emIA"V al ees, agents an volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except With the express written consent of City. 12. Certificate of Insurance prior to commencin.: performance of the work hereunder. Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force: and C. promise that such policy shall not be suspended. voided or canceled by either party. reduced in coverage or in limits except after thirty (30) days' prior written notice: however. ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in 21-10215/265343 4 y or its representative shall at all times have the right to demand the this Agreement. Cit original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 13. Independent Contractor Contractor is, and shall be. acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all lases; social security, state disability insurance compensation. unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 14. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. I5. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event. Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents the Citv's use thereof I'm such purposes as the City deems appropriate. b. Pavment need not be made for work which fails to meet the standard of pertormance specified in the Recitals of this Agreement. 16. 1,xclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written. between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. "I-his Agreement may not be modified except by written instrument signed by the Cite and by an authorized representative of Contractor. The parties agree that any terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this 21-10215/265343 5 Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise. have been made by any party. or arm one actin, on behalf of an_\- party, which are not embodied herein. 17. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of' Contractor. Contractor may not assign, transfer, delegate, or subcontract any interest herein Without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which arc the subject to this Agreement performed by City personnel or by other Contractors retained by City. 18. City Emnlovees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of'City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 19. Notices Any notices. certificates. or other communications hereunder shall be given either by personal delivery to Contractor's agent (as designated in Section I hereinabove) or to City as the situation shall warrant. or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States postal Service, to the addresses below. City and Contractor may designate different addresses to which subsequent notices. certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: City off-luntington Beach Seaside Ice, LLC dba Ice-America Attn: Chris Cole Attn: Scott Williams Community Services K Library Dept. 807 Sprucelake Drive 2000 \lain Street Harbor City, CA 90710 Huntington Beach, CA 92648 20. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 21-10215/265343 6 21. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 22. Section headings The titles, captions, section, paragraph and subject headings. and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of' matters included or excluded from such provisions. and do not interpret. define, limit or describe. or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 23. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning. and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law. and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract. then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 24. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall. irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 25. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 21-10215/265343 7 26. Legal Services Subcontracting Prohibited Contractor and Cite agree that Cite is not liable for payment of any subcontractor work involving legal services. and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Himlington Beach C'uy Charter Section 309, the City Attorney is the exclusive legal counsel for City: and City shall not be liable for payment ofany legal services expenses incurred by Contractor. 27. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the f icilities management industry in recruiting, training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the Cite, to require its employees to execute written undertakings to comply With the foregoing confidentiality provision. 28. Discrimination Contractor shall not discriminate because of race. color, creed, religion, sex. marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment. selection, training, utilization. promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal. state and local laws and regulations. 29. Jurisdiction — Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange Count\,, California, shall be the venue for any action or proceeding that may be brought or arise out of. in connection with or by reason of this Agreement. 30. Professional Licenses Contractor shall, through the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the 21-10215/265343 8 services hereunder and required by the laws and regulations of the United States, the State of California, the City of Fluntington Beach and all other governmental agencies. Contractor shall notil`v the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 31. Attornev's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorneys fees, such that the prevailing party shall not be entitled to recover its attorneys fees from the non-prevailing party. 32. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 33. Governing Law This Agreement shall be governed and construed in accordance with the lays of the State of California. 34. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 35. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive ann's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that parry`s behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21-10215/265343 9 36. Effective Date IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, SEASIDE ICE, LLC dba ICE-AMERICA municipal corporation of the State of C is By: City Manager Print name ITS: Owner INITIATED AND APPROVED: Director of C nmunity & Library Services APPROVED AS TO FORM: ity Attorney RECEIVE AND FILE: R. �+4 City Clerk Date 911&1.Z1 COUNTERPART 21-10215r265343 I I l 36. Effective Date IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, SEASIDE ICE, LLC dba ICE-AMERICA municipal corporation of the State of California By: City Manager SSc 0 — Print name ITS: Owner INITIATED AND APPROVED: Director of Community& Library Services APPROVED AS TO FORM: City Attorney Wj RECEIVE AND FILE: City Clerk Date COUNTERPART 21-10215/265343 10 EXHIBIT A 21-10215/265343 11 ICE-AMERICA To: City of Huntington Beach, California Attn: Chris Cole Email: ccole@surfcity-hb.gov Date: August 13, 2021 Subject: Huntington Beach Pier Outdoor Ice Skating Rink Proposal Dear Chris: Thank you for the opportunity to present a proposal for a turnkey portable ice rink and related operations to the City of Huntington Beach. It has been a pleasure to speak with you about the holiday event and we welcome the opportunity to continue the discussions after your review our proposal. We have included our proposal below. Our proposal includes the Ice-World trademarked ice rink elements and the ice rink dasher boards, all necessary equipment and labor,as well as our ice rink operations. Please let us know if you have any questions or would like any more information. We look forward to hearing from you. Best regards, Scott Williams Managing Member Seaside Ice, LLC DBA Ice-America 807 Spmeelake Drive, Hatbof City, CA 90710 1 Tel: 323-776-9423 snilliams(d ice-america.com Ice-America.com ICE-AMERICA Huntington Beach Pier 'Seaside Ice' Outdoor Ice Skating Rink Proposal Table Of Contents I. Ice America Qualifications and Experience A. Background B. Ice-America Industry Experience C. Huntington Beach Project Manager D. Ice-America Ice Rinks and References E. Ice-America Partners &Subcontractors F. Required Licenses, Permits, Clearances, Reports, Documents G. Ice-America Business Safety Record II. Scope of Services A. Description and Specifications i. Dates & Hours of Operation ii. Location iii. Rink Size iv. Capacity B. Equipment and Services i. Ice Rink Event Equipment and Services List ii. Bobby the seal - Skating Aid iii. Rink Station radio 111. Turnkey Management and Day-to-Day Operations A. Description B. Revenue IV. Operations Experience A. Years Operating Seasonal Ice Rinks B. Related Operations Experience C. References D. Materials V. Technical Approach and Timeline A. Approach B. Production Timeline 807 Sprucelake Drive, Harbor Citv, CA 90710 2 Tel: 323-776-9423 sailliams(a ice-america.com Ice-America.com portable ice rinkc ICE-AMERICA VI. Strategic Marketing A. Marketing Plan B. Marketing Schedule VII. Event Goals A. Attendance Goals B. Publicity Goals C. Statistics Compilation Method D. Suggestions VII1. Price A. Fee Schedule IX. Included Materials A. DVD B. Ice-America Brochure C. Ice-America Marketing Plan D. Pictures E. Ad Samples X. Licenses and Permits A. Business License B. Permits XI. Safety Record A. Business License B. Permits Appendix 1. Proposed Site Plan 11. Additional Rink Specifications III. Dasher Boards IV. Chiller and Generator Specifications 807 Sprucelake Drive, Harbor Cigv,CA 90710 3 Tel: 323-776-9423 milli ams(d ice-america.com Ice-America.com portable Ice rinlcs ICE-AMERICA 1. Ice-America Qualifications and Experience Background: Ice-America is a dba of Seaside Ice, LLC,and has been providing ice rink services as outlined in this proposal since 2008. In addition, our principals have been producing ice skating rink events since 1997. Our partner Ice-World has been operating ice rinks since 1996. Ice-America is the exclusive distributor of the Ice-World aluminum ice rink system in the U.S.A.and Canada. This highly engineered system by Ice-World is annually installed in over 600 locations world-wide,and Ice-America has the full support of the Ice-World engineering team. In addition,All Access Staging& Productions is Ice- America's vendor, providing staging and flooring expertise,as well as trucking, installation,and production support Aggreko is another vendor providing chiller and generator equipment Project Manager: Ice-America will designate an experienced project manager for the Huntington Beach Pier Ice Rink,in addition to a General Manager and Ice Technical Director remaining on site during the operations term. Sample of Ice-America Rinks & References: ■ Kings Island - Cedar Fair Parks Ohio 2016 -2020 0 Contact: Jamie Gaffney 513-754-5718 ■ Port Angeles Regional Chamber of Commerce Washington 2018-2020 0 Contact: Marc Abshire 360-452-2364 • The Classic Center Georgia 2013-2020 0 Contact: Paul Cramer 706-208-0900 • The Cosmopolitan of Las Vegas Nevada 2012-2020 0 Contact: Fedor Banuchi 702-698-7134 ■ The Rink in Downtown Burbank California 2013-2020 0 Contact: Marissa Minor 818-238-5170 ■ Temecula On Ice 2012-2020 0 Contact: Dawn Adamiak 951-693-3947 ■ Promenade Ice Chalet California 2015-20 0 Contact: Cortney Medak 310-541-0688 x504 ■ El Dorado Events Arkansas 2019-2020 0 Contact: Rachel Johnson 954-579-3274 807 Sprucelake Drive, Harbor City,CA 90710 4 Tel:323-776-9423 swi Iliams(aice-america.com Ice-America.com portable iu-e rinks ICE-AMERICA Client Comments: I truly enjoyed working with you and your team-you guys are top notch. Very professional,kind,easy to work with and you delivered on every single aspect of this project as agreed. In fact,Ice America exceeded my expectations on several occasions throughout the entire project;I genuinely appreciate the sense of teamwork we developed over the past year. I hope we get to work together again sooner rather than later.l71 definitely come back to you when I have more details on the wrap of the rink sales. Laura Lee Juliano I Entertainment& Events Manager LEGOLANDO California Resort UGA Hockey Coach John Hoos: '....the ice system you have pioneered and that you continue to perfect allowed me bring a viable ice system to The Classic Center,and the system is large part of what ollowed the idea ofquick ice install and removal in very busy exhibition hall to be approved by the center and the city,and become reality....It is the professionalism,knowledge,and execution of all of the claims of the Ice World system by Ice America,along with the dedication and work ethic of all ofyou which has made this 20+year vision of hockey in Athens a reality.' Licenses. Permits: Ice-America will provide all necessary technical information to the City and support City efforts to identify,and obtain, the required permits. Ice-America will obtain a Huntington Beach business license if required. DIR Registration: All Access Staging is registered with the Department of Industrial Relations and thereby covers the installation of the subfloor and other elements of the ice rink installation. Seaside Ice, LLC dba Ice-America is also registered. Business Safety Record: Ice-America has an outstanding safety record and includes OSHA guided extensive safety training for all employees and contractors. Mandatory site safety training is required for all employees and contractors, and employees must complete training on our safety manual and all other legally required safety programs, including harassment. Monthly safety meetings are held for all managers, and our safety manual and illness and injury prevention manual is available for review upon request. 807 SPrucclake Drive, Hrrbor City, CA 90710 5 Tcl: 323-776-9423 S%AliamS(a ice-america.com Ice-America.cotn ICE-AMERICA II. Scope of Services Description and Specifications Ice-America proposes to install a portable outdoor ice rink for the City of Huntington Beach, to operate from approximately November 26, 2021 -January 2, 2022, including the following criteria and for the included fee schedule. Dates/ Hours of Operation: Open Approx. November 26, 2021 - January 2, 2022 10:00am - 10:00pm Daily (Fri/Sat until 11:00pm) on School Holidays 2:00pm - 10:OOpm on School Days (Mon-Thurs) Additional hours as booked for special events L4C.; dow Huntington Beach Pier Plaza, 325 P.C.H., Huntington Beach, CA 92648 Rink size: 82' x 50' = approx. 4,100 sq.ft. Capacity: 164 skaters Principals/Project Manager: Scott Williams,TBD Equipment and Services The following equipment and services will be provided by Ice-America: - Design and build substructure for ice rink will be executed by our partner, All Access Staging & Productions. - Air-cooled refrigeration system/ pump/ hoses/ expansion tank will be provided by and include 24-hour on-call service from Aggreko, United Rentals, or Sunbelt. - Generator for refrigeration system and fuel for generator. - Insulation and vapor barriers (including insulation to level the site). Modular railing system with clear Plexiglas facing towards the rink with room to display signage upon approval from City of Huntington Beach. - Ice rink maintenance equipment, including a Sport Ice electric resurfacer or Design Form Model B resurfacer, used multiple times daily and as needed. - Ice rink freezer system (approx. 50 x 82) using the Ice-World aluminum tubing system, headers,and equipment. 907 Sprucelake Drice, I larbor City, CA 90710 6 Tel: 323-776-9423 sni lliams(d ice-america.com Ice-America.com portable ice rinks ICE-AMERICA Rental ice skates, high quality Roxa brand with easy to use buckles and strong support,approximately 300 pairs of various sizes,sharpened, ready- to-skate, with sharpener and services on site as needed during the run of the event Skate change area with benches,outdoor carpet, and rubber flooring covering approximately 1,250 square feet. Skate trailer unit and tent for ticket sales,storing and distribution of skates, and office. Cash register equipment including POS system with capability to handle cash, credit card and online sales; software specifically designed for our industry. All tools,equipment and supplies for set-up,strike and maintenance. All Professional Supervision and General Labor for set-up and strike. Refrigeration Technician on-call 24 hours during entire term. General set-up and finish-out metal-frame covering over rink wall header, including Ice-World modular header covers. Clear Plexiglas sides with smooth inside finish of rink perimeter. Turf/carpet to finish perimeter/edge with black skirting covering substructure. Sound/public address announcements and playback of holiday music,to include customized announcements by Ice-America. Rink Manager during entire term, trained and experienced in liability protection. All equipment and amenities to be installed and ready for test of equipment and facilities,twenty-four (24) hours in advance of grand opening on November 26, 2021. Operation of public skating sessions. Hours of operation to be determined but no longer than 10:00am until 11:00pm. Professionally designed and installed liability signage and written waiver release forms for every participant. Online waiver system and tablet kiosks for waiver completion on site. Professional Support Services including Consultation for Event Planning and execution by our experienced event planning team. Bobby the seal and Tommy the reindeer-Skating Aids: Unique to Ice-America,we include in this proposal 20 of our Bobby the seal and Tommy the Reindeer Skating Aids. In addition to increasing safety and lowering the number of accidents, these aids add value to the event by creating a better experience. And based on previous ice rinks,when rented at S8/session they add approximately 51.542 in additional revenue per skater, lowering the cost for a quality ice rink for the City of Huntington Beach. 807 Sprucelake Drive, Harbor City,CA 90710 7 Tel: 323-776-9423 swi Ili am sca)is a-ame rica.c o m Ice-AmCdCa.COm ICE-AMERICA Ice-America Audio Also unique to Ice-America, community announcements are pre-recorded radio style include holiday music, special announcements, and sponsor messages. All blended together professionally to add another dimension to the visitor experience. Ill. Turnkey Management and Day-to-Day Operations Ice-America will provide professional on-site management, experienced in customer service, liability-prevention and public safety. Our staff is well trained (see training manual) in our guidelines to make ice skating a fun and safe experience for all participants. Description: Ice-America staff wears professional uniforms at all times, including black pants, blue or black Ice-America shirts and blue or black Ice-America jackets. Public safety announcements are made regularly,and holiday music is part of our experience. Our cash register equipment is an online POS system,and our staff is trained to operate the POS efficiently and effectively (see picture). Ice-America rinks designate an experienced staff member to handle coordination of group sales and special events. This includes handling phone calls,scheduling groups, and planning and overseeing special events. Our team is trained to operate the professional sound equipment and radio, cordless microphone,and to make public address announcements. Revenues: All revenues associated with the ice rink venue will be retained by Ice-America and its vendors. IV. Operations Experience Since 2008, Ice-America has been operating outdoor seasonal ice rinks in California. Years OperadnE Seasonal Ice Rinks: Ice-America has 12 years of experience operating seasonal ice rinks, along with our partner Ice-World, with almost 2S years of ice rink operations experience. Related Operations Experience: Ice-America principals and project managers have been operating public events since 1997. 807 Sprucelake Drive, Harbor Cite,CA 90710 8 TO: 323-776-9423 swilliams(u ice-america.com Icc-America.com portable Ice rinks ICE-AMERICA Operations References: The Rink in Downtown Burbank 2013-2020 Contact: Marissa Minor 818-238-5170 Temecula On Ice at Old Town Temecula 2012-2020 Contact: Dawn Adamiak 951-693-3947 Glendale Holiday Ice Rink 2019-20 Contact: Gabrielle Goglia 818-937-7444 The Ice Rink at South Shore Alameda 2011-2018 Contact: Ally Krueger 41S-830-7595 Bishop Ranch San Ramon Holiday Ice Rink Contact: Charles Martinez 925-815-1909 The Rink at The Cosmopolitan of Las Vegas 2012.2020 Contact: Fedor Banuchi 702-698-7134 Materials: Our online video shows Ice-America ice rink operations. We have ice rink equipment brochures,a rink marketing plan,safety manual, employee handbook, and pictures of mobile office, ice rink operations, staff and POS systems operations. V. Technical Approach and Timeline Ice-America uses a detailed project management approach to every ice rink project Our team is capable of managing multiple projects through our systems engineering and support system partners. ARproachr Please see attached site plan showing the proposed technical layout This plan takes into account traffic flow,equipment placement safety,ADA requirements,and building code requirements. Ice-America rinks are installed under the supervision of one of our trained ice rink technicians. Safety and professional quality are considered throughout the process. This is achieved through using only best quality equipment and following all applicable safety procedures during installation and operations. The Production Timeline ensures that all schedules are coordinated,and tasks occur in the correct order. This document will expand as particular vendor schedules and deliveries are scheduled. The Project Management Timeline includes major tasks and due dates, ensuring timely coordination of deliverables. The PMT will expand as more information is available and is available confidentially upon request as it includes proprietary information. 807 Sprucelake Drive, Harbor City,CA 90710 9 Tel:323-776-9423 swilliam seaice-america.com Ice-America.com portable ice rinks ICE-AMERICA Production Timeline (Preliminarvl: Oct 1 Site drawings finalized Applications submitted for required license& permits Begin Marketing Plan actions (continue as per schedule) Nov 1 Final production schedule due Nov 15 Final equipment check and load onto trucks Nov 16 Begin load-in Nov 16 Install substructure and insulation Nov 18 Install ice elements and boards Begin making ice Nov 19 Install mobile office Continue making ice Deliver resurfacer Nov 21 Install lights and sound Install rental skates and Bobby skating aids Continue making ice Nov 22 Finish custom build-out carpentry Nov 25 Ready and walk-through check Nov 26 Open for business through Jan 2 Daily meetings with staff Weekly meeting to assess statistics Jan 3 Close Jan 4 Begin load-out Jan 11 End load-out, property returned to original state VI. Strategic Marketing Marketme Plan: We have developed the Ice-America Marketing Plan which describes in detail the marketing strategy, research, components, deliverables,and budget requirements we recommend for a successful event. The strategy involves Advertisement Creation and Schedule, Media Sponsor Partners, Public Relations & Social Media, Program Schedule, Sponsorship,and Group Sales & Community Outreach. We request the opportunity to review the marketing plan developed by the City of Huntington Beach to ensure it is focused on ads in local publications and social media, as well as all the areas listed above and in the Marketing Plan. These would include identifying and soliciting Media Sponsor Partners, developing a strong 807 Sprucelake Drive, Harbor Citv, CA 90710 10 Tel: 321-776-9423 suilliams(a ice-america.com Ice-America.com p"rt ICEAMERICA Program Schedule with interesting themes,and Group Sales and Community Outreach efforts, including local groups, clubs,and organizations. Marketing Schedule: For maximum success, the marketing schedule would begin ten weeks prior to opening, minimum. It is important to maintain an early outreach for Media Sponsor Partners and event Sponsors. Event Goals: Our Attendance goal is 13,440 paid skaters. This will be accomplished primarily through strong exposure from Media Sponsor Partners and focus on the message that our ice rink can operate in mid-day sunshine while most outdoor rinks in Southern California must wait until dusk for their ice to freeze. Publicity goals include increased positive exposure both in the community and the region, through news stories and media. Statistics will be compiled from all ticket sales and tickets used (give-aways & donations) through our POS software system and general accounting methods. All tickets will be numbered and accounted for internally. Reports can be generated and shared with the City of Huntington Beach Vill. Financial Our proposed pricing is to request an Agreement with an option to continue up to 5 years,and to request a 2.5% annual cost of living increase for years 2 through S. 2021-22 season: $150,000.00 2022-23 season: $153,750.00 2023-24season: $157,594.00 2024-25 season: $161,534.00 2025-26 season: $165,572.00 The proposed fee schedule is: September 1, 2021 50% payment $75,000.00 November 23, 2021 25% payment $37,500.00 December 20, 2021 25% payment $37,500.00 807 Sprucelake Drive, Harbor Citc, CA 90710 11 Tel: 323-776-9423 snilliams(a ice-amcrica.com Icc-America.com portable Ice rinks ICE-AMERICA Revenues for skating admission,rentals, Ice-America sponsorship commissions and merchandise to be retained by Ice-America, up to the total in the event budget, attached below and subject to change as items are added or subtracted with approval from both Ice-America and the City. After the event budget total is by Ice- America (currently listed at$444,104 including the required options),additional event revenue from admissions and rentals fees minus merchant and ticket sales fees will be shared 65/35 between Ice-America and the City, respectively. Revenue included in the accounting toward reaching the event budget includes: admissions and skate rental revenue minus merchant and ticket sales fees, private ice rental fees minus merchant and ticket sales fees,and the production fee paid to Ice- America by the City of Huntington Beach. The City will retain sponsorship rights and related revenues and compensate Ice- America at standard rates for sponsorship related deliverables such as private ice time,admission tickets,signage design and production,and audio announcement design and production. Ice-America will retain a 20% commission on any Ice- America derived sponsorship sales approved by City. Any hotel trade sponsorships booked by Ice-America will be used to offset the Housing for GM & Ice Tech line item in the event budget,thereby lowering the event budget total and revenue share threshold. Event Budget(on following pages): 807 Sprucelake Drive, Harbor Cirv,CA 90710 12 Tel: 323-776-9423 swilliams(W ice-america.com Ice-America.com portable Ice rinks ICE-AMERICA W7spru�ov,. ICE AMERICA Rwbor CA,CA W710 PniAw b.>n Pnce lrtt ]p IACI PRODUCTION BUDGET CAILlaORY SUMMARY Protect No. Ice Rink Productlon Price Ust 1.3 Retard By SWW Tde'. lknti gton Bead)Pier Holiday Ice Stamp Rink Date: 7/2 - Prod Cton Dates: TBD Reused: 8113 Locator: Huntington Beadi Per Plaza Actual: Open Dates: Nov 26,2021 -)an 2,2022 PRO rR nN DECCRIPTION- Produ t oh of portable"mk&anallary equpnent Shipping&hanwortatm,+wallatm,tramp Included Production element:lee Resurfacer,Qnfer rental Included U9hti g and sand eWgment for roe rink NOTES. Also included options:ce mk operators and mantenance ASSUMertnN& adget a based a1 ce surface sue. 42'Y SO' Not nQdd in thki hdUet: tac pNmlts,optional water,wed mnecUinly,optional seamy,staff parteg toilets,brash,daily cleannp senate,fry ad,tables7CaNmngpy(for ea"),ewht sgrage,ADA access,crane(r needed) erne Neer. Unit Price No.Term Total Price �1 Portable Ice Rink $ 6117" Portable lee Rok S 0.69 4100 7 $ 19,803 pra45pn of: 82'It 50'lice write.app oc 4100 sq.* includes ICE-VIORID ce ail elements,headn,header cuwn Pump 1,610 1 1 S 1.610 sytem pump for glycol,etc. G".1aer,ImAatm S 1.93 4100 1 S 7,913 gNml,play[sheet,nsulaton ResudacefelMre $ 1,530 1 7 S 10,710 Reall electric we resurface. Snow Met Eoupnent S 250 1 7 $ 1,750 Neatrea heating elemert&milk hough for snow meting ❑2 Chdler Rental $ 41,500 (hale.rental package $ 95 200 2.D0 $ 38,000 monif*rental of chin,pump,tare ema rabies&eoupmerl Delnery,'Wall,Pdvp S 1.950 2 1 $ 3,900 delhery,nyalLe[m,remowl,startup �) Dashet Boards S 4,545 !4 ,,,,irent S 2.45 265 7 S 4,545 recreatpal dear skating boards r number of feet ❑4 Other ke R,nk Egu,pment $ 25,253 $ 3.75 300 7 $ 7,875 Rm skates wAxddei helmets $ 2.05 30 7 S 431 hekeets is,m, 0 :late Rack S 31 6 7 S 1,302 portable date racks-collapsing wrth wheels Skate Rack Shews $ 15 1 7 $ 105 shekes for in betsineen portable racks Skate Sharyerer S 135 1 7 $ 945 EZ-Sharp or Wmsota Edo thd,past[OWE $ 0.25 4100 1 S 1,025 square feet required-for events only Skate ad'BobW&'Tommf S 25.50 20 7 S 3,570 pnAasm of slating aid"sear ard'rein4er Q5 tnistalllill Training,TnnaportKbn 5 32,300 Rini installation $ 3,250 3 2 $ 19,500 Rnk innspls[nn suoewsors&labor(,/out)/warehouse Prodctor fee S 24,900 1 I S 24,900 oriel,legal&admn,procluctm for rstn4temowUmanteronce "el for install onm/mgr S 125 $ WE-no bad,and kradout hotel S7upprg&Truclag S 1,975 2 2 S 7,900 estmatd MKkm fsheprg ce ink equpnent ©Site guild-Out 77,123 Skate lace area nkbw mob S 2.70 1250 1 S 3.375 eymate for skate lace area rubber mats Office trailer $ I'm 1 2 S 3,500 8'x 12'milkt affre hailer Tents S 1.500 2 1 S 3,000 Tents for skate rental&wawn wAghbg Benches S 20 10 7 $ 1.400 bendier fa skater, Railing/Barn ade $ 16 18 7 $ 2,048 3'secnorm Letw/np 01mafona Platform $ 0.75 5000 7 S 26.250 rental for specialized ice rind taw scaffolding clatfor, Instasetm S 3.25 5000 1 f 16,250 spenawrs&labor for platform Skate lace area fnrsh work $ 12.50 900 I S 11,250 ramps&ink platform carper",gate lace area finish work Sh,ping&Truclvq Platfomn $ 1,675 3 2 $ 10,050 est"td MucknWshippi g for platform Q' Rink Ughtirp/sound S 14,033 Rini Sand Package S 295 1 7 S 2,065 (6)outdoor speakers,console,amplifier,o7 plater,mp3 plawr cordless mc.Cables Rai Lighting pelage S 1,824 1 7 $ 12,768 LED Colordi st Powermre programmable lights,buss,board,light songs 807 Sprucelake Drive, Harbor Cirv,CA 90710 13 Tel:323-776-9423 milliams(a ice-america.com Ice-America.com ICE-AMERICA Q8 Operations $110,915 Setup N Traewrg Fee $ 9,725 1 1 $ 9,725 stilt hiring,training.undoms,management General Kanager fee $ 3,225 1 7 S 22,575 GM *e*rate(60 Ns/wk) Mantenance lee S 2,395 1 7 $ 16,765 Ice Tech Np weeW rate(60 hrVwk) 1NeeUy cperabcns gaffing lee S . variable gaffrg pay"lees •Estmatea pateol S 5,925 1 6 $ 35,550 •senalle eumatee billed payroll(suefea to flange eased on attendanreM•. Elcumn for GM i ke Twit 5 950 2 7 $ 13,300 Ed be determned or provided by sponsor Operations liability nsuranoe S 0.75 2500 6 $ 11,250 egr ate SWlonl here nYlaree to operate Ice rink at$.75/4ater Sennfy S 35.0a S - SEE BLOW required 12/7 wormy van from load-in through load-out Dow S 1,750 1 1 1,750 mnGner rental,eK. OPTIONAL ADO-ON EXPENSES Q9 Optional SHunty 9 24,900 RM Segnly S 35.00 100 7 $ 24,500 reared 1217 waver staff(I person)from kvd-n through ba0-out 10 Optional Power s 60,950 Ele rrdtity Crn ramr $ 45 500 1.50 $ 33,7V) ,,outhh,m,,ml of`r30kra generates t 0111 f uel $ 4 650 0 S 27,200 egimalM weekly gallons of diesel fuel D HOLIDAY ICE RINK PRODUCTION W/OPERATIONS,SECURITY A POWE IM 101 eYfudes gems lusted in al tmak above Why TERHS: N.". .-.F al renrvs4vf servers i'A iwkude sgrdtnm Iwkiw 25 x:.- ' ..•loom;.. •.. .....,N rurq'15'a due and-seas u Name'— :kgnanizatm _ Syrottae' Date' DIRECT ALL INQUIRIES TO: MAKE ALL CHECKS PAYABLE TO: Scoff V ams Seasde Ice.LLC-dba Ica-Amens lei 310-323-776-9423 Alin Scott Whams e+rad sw+Aa nsQgearnenca.ram 807 Sprucelake Droste Harbor Cgy.CA 90710 We also adept Ylut,Nastermnl for an addemal fee Legal Egmate Is sublect to charge. Lessee is responsible for arty applicable gate S kcal tales that may be due. •EstmatM pav"fours Died at$23.25 per,for 807 SprUCelake Drive, Harbor City, CA 90710 14 Tel: 323-776-9423 sTSilliams(a icc-amcriCA.COM Icc-America.com ICE-AMERICA IX. Included Materials Video: See Ice-America Video on our website at www.ice-america.com. Video includes Ice- America rinks, operations,staff,equipment, our exclusive accessories, and Bobby skating aid. Other Ice Rink Materials: Ice-America brochure, Bobby skating aid brochure Operations Materials: Ice-America marketing plan,safety manual, employee handbook, and pictures of mobile office, ice rink operations,staff and POS systems operations. X. Required Permits and Licenses Business License: If requested, Ice-America will maintain a valid business license for the City of Huntington Beach during the term of the agreement. Permits: Ice-America will provide support documentation to the City for all permits necessary for the installation and operation of the portable ice rink event, including but not limited to; Use Permit, Fire Permit, Electrical Permit. XI. Safety Record Ice-America has an outstanding business safety record,and complies with all existing Federal, State, and CAL OSHA laws and requirements. Appendix Proposed Technical Site Plan continued below: 807 Sprucelake Drive, Harbor Cirv,CA 90710 15 TO:323-776-9423 swilliams(a ice-america.com Ice-America.com 2 huntingtonke rink preliminary MLL/ACCESS� 1 Yak 1/32'-1'-0' C ��i�ccsssu�c.Co. Lvm Pole Pacific Coast Highway HwdkWn buck Man rkd $ Tnm Job hump NA121 ti As Motaa On hall Np rti ti i ti ti lu M u^ Tr Anal N ft i f Pier Plaza ° " Hut11 Cky Beach City of Huntington Beach ALLACCESS honting[on plaza rink top plan —u kale 1/16'=1 0' tlN6liiten lead aieaa rlek It J as apgd On 11.17/ye C Jl n n ' e I � a6 r �1 P 4? n o n 3 > 1 hue>on plaza rink front elevation 1 hwUkyton plats rink side elevation iw Xa1eaL16"•1'-0" 6rale:1716••1'O• "` k o z m V 1 huntin{tm plus rink preliminary L ALLACCESS Y CCESSIMC.COM NunNn{bn beKh plua rink b0 NumEer k wow ontvt�np M 9 lu—J Q 1� 55, Mdy perrin ICE-AMERICA Additional Rink Specifications: 1) size to be 25 meters x 15 meters (inside boarding ice approximately 82'x 50', 3100 sq. ft.) 2) 1S Aluminum Elements tubular paneling (15, 20m long x 1m wide = 82' x 50') 3) PVC foil . 15mm thick 4) Aluminum corner L-profiles; edge height 7cm (70mm) to run perimeter of rink, overlapping included 5) 4"Aluminum Header complete with all fittings. 4" camlock couplings with 4" reinforced EPDM pressure and suction hoses 6) Aluminum common subheader w/hardware 7) 4" Flex Hose Transmission lines- approx. 100' run 8) Header Covers 9) Pressure&leak test of transmission lines& piping 10) 24-hour On call Technical Support 11) Installation: set up,connection, ice making 12) Dismantling: shut down,disconnection,cleaning,draining, folding, loading 13) Shipping Dasher Boards: PE Style 1) 42" high x 2" wide recreational style structural aluminum frame 2) 50'x 82' perimeter 3) Two double-doors: one of 2m (6.6') one of 1m (3.3') 4) One (1) double-door equipment gate: 3m (10') wide 5) t/4" thick x 42"high clear poly facing on all rink panels 6) W thick x 8" high polyethylene kick plate-white 7) W thick 2"wide polyethylene handrail-white 8) 3/4" UHMW polyethylene wear plates on the bottom of all door thresholds 9) All necessary hardware, fasteners,and anchors to provide a complete system 10) Includes Freeze-In Plate anchoring system 807 Sprucelake Drive,Harbor City,CA 90710 19 Tel: 313-776-9473 swilli am s(a�ice-am erica.com Ice-America.com ICE-AMERICA Chiller& Generator: Model & Performance Data I) 657,000 BTUH, Semi Hermetic Compressor, 150-200 nominal ton with 75-100 tons of cooling capacity, 2 x 50 Hp 2) Microprocessor Controller; On- Off switch for control circuit operation and automatic compressor lead lag on dual circuit units 3) 24V Control Transformer 4) Water Flow Switch, Pump Differential Sensor 5) Return Fluid sensing thermostat 6) Direct drive Condenser Fan Motor 7) Industrial Standar Glycol Pumps—7.5 Hp, skid mounted. Able to run mono- propylene-glycol. External, 1 Primary & l Standby 8) 100 tons @ 95 degrees F Ambient @ 44 degrees f LFT 9) Standard Supply of 12 degrees F, 16 degrees return and Capable Supply 5 degrees F, return 10 degrees F 10)38%mono-propylene glycol @ 010 degrees C Evaporator 1) Shell and Tube heat exchanger 2) Maximum Flow Rate 360 gpm 3) Design Flow Rate 240 gpm 4) Minimum Flow Rate 120 gpm 5) Demineralized Water Volume JS gal 32 6) Maximum Pressure 150psi Connections 1) Field materials, valves and fittings 2) Evaporator Flange 4" for 4" camlocks and 4"hoses. 5" insulation on all water and refrigerant lines Regrigerant I) R 404 mono-propylene glycol low temp refrigerant 2) 4, 425 gallon totes of mono-propylene glycol and demineralized water,a 38% propylene glycol demineralized water solution to run rink tubing, chiller system & tank 3) Anti foam bacterial disinfector: Bio 100 4) Storage Expansion Tank 35-600 gallon 807 Sprucelake Drive, Harbor City,CA 90710 20 Teh 323-776-9423 sw illiams@,ice-america.com Ice-America.com ICE-AMERICA 5) Rink piping system Complete Charge from factory 6) Glycol Vacuum Pump 7) Charge 146 lbs, 2 circuit 73 Ibs each 8) MSDS mono-propylene glycol Sound 1) 60 dBA @ 2511 Set up and Breakdown I) Factory Engineering Technical Support and 8 week warranty on all parts and immediate replacement within 36 hours 2) Factory Startup 3) Training: maintenance and operation to district staff 4) Installation 5) Shipping 6) Removal 807 Sprucelake Drive,Harbor Cinv,CA 90710 21 Tel: 323-776-9423 swi Iliams(a)ice-america.com Ice-America.com EXHIBIT B City of Huntington Beach Pavment Rates and Schedule The contractor agrees to submit invoices each year and agrees to the following rates and schedule: YEAR 1 2021-2022 Season S150.000 50% Deposit — S75.000 due September 1. 2021 25% Pavment — $37,500 due November 23, 2021 25% Final — S37,500 due December 20. 2021 YEAR 2022-2023 Season S153.750 50% Deposit — $76,875 due September 2, 2022 25% Pavment — S38.437.50 due November 25. 2022 25% Final — S38.437.50 due December 23, 2022 YEAR 3 2023-2024 Season $157,594 50% Deposit — $78.797 due September I. 2023 25% Pavment — $39.398.50 due November 24, 2023 25% Final — S39.398.50 due December 22. 2023 YEAR 4 2024-2025 Season S161,534 50% Deposit — SM767 due September 6. 2024 25% Pavment — S40.383.50 due November 22. 2024 25% Final —$40.383.50 due December 20, 2024 YEAR 5 2025-2026 Season S165,572 50% Deposit— S81786 due September 5, 2025 25% Pavment — $41.393 due November 21, 2025 25% Final — $41.393 due December 19. 2025 21-10215/265343 12 --,WON SEASICE-01 _ 1MARIC A�ORv CERTIFICATE OF LIABILITY INSURANCE ce813112021l THIS CERTIFICATE 13 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 INSURERS),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an erldcrsenwnL A statement on this cani0cete does not con_ro dghls to the certificate holder In Ilw of such endoreement(sj. mooucER LIcense a 0757776 CT Brooke Barrel l Encino,CA-GNW-HUB International Insurance Services Inc. Err. FAs 16030 Ventura Blvd. Suite bog brooke.barnet hubinternational.com Er lO,CA 91406 — _ York Marine&General Insurance 16608 INSURED Seaside Ito,LLC 501 Herondo St.Apt.56 Hermosa Beach,CA$0254 Nelat6tl: RAGES CERTIFICATE NUMBERA REVISION NUMBERm THIS IS TO CERTIFY THAT THE POLICES 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 DOCUMEN T MI I RESPECT TO WHICH THIS CERTIFICATE 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 POLICES.LIMITS SHOWN MAY HAVE BEEN REDUCE D BY PAID Cl AIMSADM -LIL TVKWaWMAIC! raICYMUYYEN %FIFIF 101My FaPI LAM A x I COMMERCIAL OMRAL LOALM F 1,000.000 cwusaAADE ❑x DDCt1R x 202000012079 10126/2020 10126/2021 TOREmEDTEEarests 100,000 API UVED AST FORM 6,000 1-000.000 Inx POLICYMIT A7 PERLDC rev. MICHAEL E GATES 2,000.000 IT ATTOR EY A AtTTefaOalE tlAeAm f FDSMFLWT 1,000,000 ANY AUTO U202COM4259 IW26/2020 10)2612021 RCD1Ly wAie'r lPrauna Hel�1erpt�E�pp°eol x HHppsMOYI�EDpp IrnHr x zaopLY x AUT&J'a.Y 1HCFLA AAARY E A X IamlwuHLw x om1R 6,000,000 excess LMa WaM41AOE M202000ON174 10126/2020 1012WNZI AGGREGATE 510001000 OEO I I IN TENTIONe _ A wa11DowleHsm �1M ANYP160pRaLToaArARTIaXwxawTrYE 202000015566 1012ar2020 10/26r1021EL EACH ACCIDENT j 1.000,000 He' EJRYUOEM n WIA 1,000,000 Bx °nrei^er 1,0Do .000 rSCIZVnMaaK NA IONS Mkw _ E.L v A land Marine 202000012079 1012WN20 10/2612021 Mlac.Equipment 2,818,881 A Misc.Equipment 202000012079 10/2612020 10/2612021 Deductible 2,600 DESCRIP110N W OPERATIONS I LOCATIOaS I VEHICLES AC al On0101.Afdmul RPnaha Ulradull mM Nrnrcbe a men rpxu 1. gw,.d) CITY OF HUNTINGTON BEACH ITS OFFICERS,�LECTED OR APPOINTED OFFICIAL,EMPLOYEES,AGENTS AND VOLUNTEERS are Intl kided as Additional Insureds as respects to claims arising out of the operalions of the Named Insured.This Insurance Is primary to and non-contributory volh any other insurance rumnlained by the person or ortPurdwirl.(Additional insured),except for loss moulting from IM sole negligence of that person or organization. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityor Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE MILL BE DELIVERED IN 9 ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach,CA 92648 -- -- AUUAITHDRURYED�REPREESSENN TAME ACORD 26(2016103) tD 1989.2013 ACORD CORPORATION. All rights reserved. The ACORD name and logo am registered marks of ACORD POLICY NUMBER:PK202000012079 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s : Locations Of Covered Operations City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648-2702 CITY OF HUNTINGTON BEACH ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS 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 additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to"bodily injury" or damage" or 'personal and advertising injury" "property damage"occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or 1. Your acts or omissions. or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf, maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed, or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 ®ISO Properties, Inc.,2004 Page 1 of 1 ❑ POLICY NUMBER: PK202000012079 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 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 SCHEDULE Name Of Additional Insured Person(s) Or Or anization s : Location And Description Of Completed Operations City of I luntington Beach 2000 Main Street Huntington Beach, CA 92648-2702 CITY OF HUNTINGTON BEACH ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury' or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard". I CG 20 37 07 04 0 ISO Properties, Inc., 2004 Page 1 of 1 13 COMMERCIAL GENERAL LIABILITY GL 0299 0314 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance: and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. GL 0299 0314 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ wNv v.huntingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk September 16, 2021 Seaside Ice, LLC dba Ice-America Attn: Scott Williams 807 Sprucelake Drive Harbor City, CA 90710 Dear Mr. Williams: Enclosed is a fully executed copy of the "Service Agreement between the City of Huntington Beach and Seaside Ice, LLC Ice-America for Huntington Beach Pier Plaza Outdoor Ice Skating Rink" approved by the Huntington Beach City Council on September 7, 2021 . Sincerely, Robin Estanislau, CMC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan • Waitakere, New Zealand