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HomeMy WebLinkAboutHBSC Partners, LLC - 2022-03-28 AMENDMENT NO. 1 TO SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HBSC PARTNERS, LLC FOR OUTER FIELD MAINTENANCE PREPARATION THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and HBSC PARTNERS, LLC a California Limited Liability Company, hereinafter referred to as "Contractor." WHEREAS, City and Consultant are parties to that certain agreement, dated March 28, 2022, entitled"Service Agreement Between the City of Huntington Beach and HBSC Partners, LLC for Outer Field Maintenance Preparation" which agreement shall hereinafter be referred to as the"Original Agreement"; and City and Consultant wish to amend the Original Agreement to increase the amount of compensation to be paid to Contractor, NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. ADDITIONAL COMPENSATION In consideration of the services to be performed under the Original Agreement, City agrees to pay Contractor at the rates specified in Exhibit B which is attached hereto and incorporated by reference into this Agreement. City further agrees to pay Consultant an additional sum not to exceed One Hundred Ninety Nine Thousand Two Hundred Dollars ($199,200.00). The additional sum shall be added to the original sum of Ninety Nine Thousand Six Hundred Dollars ($99,600.00), for a new contract amount not to exceed Two Hundred Ninety Eight Thousand Eight Hundred Dollars ($298,800.00). 23-13599/321666 1 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers on October 30 , 2023. HBSC PARTNERS, LLC CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By: print name g&t"AD ITS: (circle one)Chairman/PresidentNice President Mayor 9,6714171d40 AND ( 2/7401., City Clerk /D/..y7)k3Zi?' B :C 6- 1 IN TIATED AND APPROVED: print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer ire or of C it Library Services APPROVED AS FORM: Ci Attorney 23-13599/321666 2 (614, ® DATE(MMIDDIYYW) '`�`�'� CERTIFICATE OF LIABILITY INSURANCE LO/5/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Heather Cunningham \Vesteni Republic Insurance Services PHONNo,Eat): 714.536.0500 (AIC,No): 19900 Beach Blvd, (A/C,No, Heathera�hvrinsurance.com Suite Fl INSURER(S)AFFORDING COVERAGE NAIC Il Huntington Beach CA 92648 INSURER A: IIDI GLOBAL SPECIALTY SE 134004 INSURED INSURER B: OHIO SECURITY INS CO 24082 HBSC Partners INSURER C: UNITED FINANCIAL CAS CO 11770 18100 GOLDENWEST ST INSURER D: STATE COMPENSATION INS 35076 INSURER E: HUNTINGTON BEACH CA 92648-1101 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS 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 POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE INSD WVD POLICY NUMBER PM/DDYEFF PMIDDIYOLICY XP LIMITS {MMIDDlYYYY) (MM/DD/YYYY) x COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 • CLAIMS-MADE x OCCUR PREtMISES(Eat occurrence) $ 100,000 • • MED EXP(Any one person) S Excluded A Y 18LB5839 08/05/2023 08/05/2024 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 x POLICY rim- FLOC PRODUCTS-COMP/0P AGG $ 2,000,000 OTHER: S AUTOMOBILE LIABILITY UUMBWNEU SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) S '—'-OWNED SCHEDULED Y 00681374-0 11/29/2022 Il/29i2023 BODILYINJURY(Per accident) S C AUTOS ONLY X AUTOS —HIRED NON-OWNED PROPLNiYUAFdAGf: S AUTOS ONLY _AUTOS ONLY (Per accident) $ —UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE S DED I RETENTIONS S WORKERS COMPENSATION x STATUTE OIIH- ER AND EMPLOYERS'LIABILITY • D OANY FFICER1 EI MBERREXCLUDED?ECU7IVE Yn NIA 9304684-23 08/31/2023 08/31/2024 E.L.EACH ACCIDENT $ I,000,000 (Mandatory In NH) EL DISEASE-EA EMPLOYEE$ 1,000,000 II yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 B Commercial Property BFS63778073 09/01/2023 09/01/2024 Coverage S 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached it more space Is required) Those usual to the insured's operations.The City of Huntington Beach,its officers,elected of appointed officials,employees,agents and volunteers are named as additional insured per the CG 20 26 07 04 endorsement.Insurance is primary and non-contributory per the E1602AJ-1112 endorsement.Location: 18100 Goldenwest Street,Huntington Beach,CA 92648. APPROVED AS TO FORM BY.L.------t66( MICHAEL E.GATES CITY ATTORNEY CERTIFICATE HOLDER CANCELLATION CITY 0r 1 IWITINGT01411317Ant4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach,CA 92148 D+'skr,letaKy 1 O 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NOIViBERfJP.OtW., COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement rnOdifies insurance provided under the.following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(S)Or Organization(S) itity eif Huhti Bekh, *eel%elected " Information required to complete this Schedule; if not shown above,will be shown in the Declaratione. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s)or crgani- 4ation(s)ehown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or orriis- • skins of those:acting on your behalf: A. In the performance of your ongoing operations;or B. In connection with your premises owned by or rented to you. CO 20 26 07 04 ©.ISO Properties, Inc.,2004 Page 1 of 1 0 Policy Number:18LB5839 • This Endorsement changes the Policy. Please read 11 carefully. COMMERCIAL GENERAL LIABILITY ENDORSEMENT PRIMARY AND NON-CONTRIBUTORY AMENDATORY—El602AJ-1112 This endorsement modifies insurance provided under the following: COMMERCIAL:GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE • Name of Person Or Organization City of Huntington Beach,its officers,elected or appointed officials,: eiriployees,agents and volunteers.. Information required to complete this Schedule, if not shown-above,will be,shown in the Declarations. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph 4. Other Insurance is hereby deleted and replaced with the following: 4. Other Insurance if other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part,our obligations are limited as follows': a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will -share with all that other insurance by the method described in Paragraph c.below.However,with respect to any other valid and collectible'insurance available to a person or organization as scheduled above, this insurance shall be primary:to other'available sources, except where the liability of such person or organization is caused by his, her,or Its own negligence::Nothing herein shall be construed to make this Policy subject to the terms,definitions,conditions and limitation of any other insurance. b. Excess Insurance (1) This insurance is excess over: (a) any of the other insurance,whether primary,excess;contingent or on any ether basis: (i) that is Fire, Extended Coverage, Builder-'s Risk, Installation Risk or similar coverage for"your work"; (II) that is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; All other terms and.conditions of the Policy remain unchanged E1602AJ-111'2 Page 1 of (Ili) that is insurance purchased by you to cover your liability as a tenant for"property damage" to premises rented to you or temporarily occupied by you with permission of the owner;or (iv) if the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of Section I—Coverage A— Bodily Injury And Property Damage Liability. (b) any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any"suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. c. Method Of Sharing In the instance where we are primary,we will be non-contributory. In any other instance,we will contribute as follows: If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. (1) When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any,that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance;and (b) The total of all deductible and self-insured amounts under all that other insurance. (2) We will share the remaining loss, if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. • All other terms and conditions of the Policy remain unchanged E1602AJ-1112 Page 2 of 2 SERVICE AGREEMENT BETWEEN THE CITV OF HUNTINGTON BEACH AND IIBSC PARTNERS, LLC FOR OUTER FIELD MAINTENANCE PREPARATION THIS AGR13E\1EN"f ("Agreement') is made and entered into by and between the Cite of Huntington Beach. a municipal corporation of the State of California. hereinafter called "Cin." and I-IBSC PARTNERS. LLC. a California Limitcd Liability Company, hereinafter referred to as "Contractor." Recitals A. The Citv desires to retain a Contractor having special skill and knowledge in the field offield maintenance/field preparation services. 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 perfomied 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 I-luntineton Beach Municipal Code Chapter 3.02. NOW. THERL'-FORE, it is agreed by City and Contractor as follows: 1. Scone of Services Contractor shall provide all services as described in Exhibit "A." which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "Project." Contractor hereby designates Matt Olmstead. 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. 22-11044/277146 1 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit "B." The total sum to be expended under this Agreement, shall not exceed Eight Thousand Hundred Dollars ($8,300) per month during the term of this Agreement, with a total not to exceed amount of Ninety Nine Thousand Six Hundred Dollars($99,600). b. 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. C. Contractor shall be paid pursuant to the terms of Exhibit"B." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commence 712 for as soon as practicable after the execution of this Agreement by City (the"Commencement Date") and terminate three(3) years thereafter, unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for one(1) year term, but not to exceed two (2)additional renewal terms.if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit "A"are generally to be shown in Exhibit"A" This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. S. Extra Work In the event City requires additional services not included in Exhibit"A" or changes in the scope of services described in Exhibit "A,"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. 6. DiNpositiun of I'I:ui., 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. 22-11044/277146 2 7. Mold Harmless Contractor hereby agrees to protect. defend, indemnity 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, anv subcontractors, anyone directly or indirectly employed by any 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 Contractor's 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. 8. 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 Lind employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liabiliry Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnit)' City. Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. -I-his 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 injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars (SI,000,000) per occurrence. It' coverage is provided under a form which includes a designated general aggregate limit, 22-II044/277146 3 the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided tinder a florin 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 Cite, 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 primarn. Under no circumstances shall said above-mentioned insurance contain a self- insured retention. or a "deductible" or anv other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the wort: performed by it hereunder. This 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 1.ndorsement" page listing both the policy number and naming the "Cip,of Huntington Beach. ils gfJicers, elected or appointed officiak employees, agews and volmveers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention. "deductible" or anv similar form of fimitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing 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 this Agreement. City or its representative shall at all times have the right to demand the original or a cope of the policy of insurance. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 22-11044/277146 4 12. Independent Contractor Contractor is, and shall be, acting at all times in the performance of this Agreement as all 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 taxes, 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. 13. 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. 14. 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 for such purposes as the City deems appropriate- b. Pavment need not be made for work which f:,ails to meet the standard of performance specified in the Recitals of this Agreement. 15. F.xclusivih, 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 City and by an authorized representative of Contractor. The parties agree that any terms 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 Agreement acknowledges that no representations. inducements. promises or agreements. orally or otherwise, have been made by any party, or anyone acting on behalf-of any party, which are not embodied herein. 22-11044/277146 5 16. 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 ofthe services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. 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 shal I have any financial interest in this Agreement in violation ofthe applicable provisions ofthe California Government Code. 18. Notices Any notices, certificates. or other communications hereunder shall be given either by personal delivery to Contractor's agent (as designated in Section 1 hereinabove) or to Citv 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 of Fluntington Beach HBSC Partners, LLC Attn: Chris Slama Attn: Matt Olmstead 2000 \Main Street 18100 Goldenwest Street Fluntington Beach. CA 92648 Huntington Beach, CA 92647 19. 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 anv subsequent occurrence ofthe same or any other transactions or event. 20. iModification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly CNecuted by both parties. 22-II044/277146 6 21. Section Headings '['he 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 ol'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. 22. 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'compctentjurisdiction 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 shalt 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 anv conflict between any provision contained herein and any present or ILture 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. 23. 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 ol'its execution and delivery, be deemed an original. Fach duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible Ibr 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. 25. Legal Services Subcontracting Prohibited Contractor and City agree that City 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 Huntington Beach City Charter Section 309. the City Attorney is the exclusive legal counsel for City: 22-11044/277146 7 and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentialit-v Contractor recognizes that in the performance of its duties under this Agreement. it must conduct its activities in a manner designed to protect information ofa sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities 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 City, to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. 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 lays and regulations. 28. Jurisdiction — Venue '['his 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 County, 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. 29. 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 services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies. Contractor shall notify 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. 22-11044/277146 8 30. Attornev's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terns 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 attornev's fees from the non-prevailing party. 3L Sun•ival Terms and conditions of this Agreement, which by their sense and contest survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of' the State of California. 33. 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 terms 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. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm'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 party'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. 22-11044/277146 9 35. 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, a HBSC PARTNERS, LC municipal corporation of the State of California LAA • By: , VWW Mayor I` Print name d ITS: (circle one)Chairman/President/ INITIATED AND APPROVED: Vice President AN gy; Director of Community & Library II Services Print name jZLI C. G 4 la ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer APPROVED AS TO FORM: City Attorney REV D AN APPROVED: City Manage RECEIVE AND FILE: 4q4"-1 � . City Clerk 22-11W277146 to EXHIBIT ".A" SCOPE OF WORK CONTRACTOR shall provide infield maintenance and field preparation services for the CITY 's athletic fields located at Nlurdy Park, Edison Park, Worthy Park and Greer Park. CONTRACTOR shall furnish all labor, equipment, and supervision to provide required field maintenance and preparation services provided in, but not limited to this, Scope of Work. Hest industry practices and/or best field management practices may require additional services not explicitly noted in this Agreement. Note that fields may operate seven (7) days per week, year-round, and that CITY staff may not be available on federally observed holidays. The CITY and CONTRACTOR shall fellow all health and safety guidelines and regulations, put forth by the Federal, State. County, and other governmental health agencies. The CITY reserves the right to change the schedule dug to inclement weather, natural disasters. health and safety, facility issues, or other acts beyond the control of the CITY. The Community & Library Services Department will monitor the services provided by the CONTRACTOR. If the services are not deemed satisfactory. the CONTRACTOR will be given verbal and written notice that may affect the firture use of the CONTRACTOR by the CITY or cause termination of the Agreement. A. CONTRACTOR Responsibilities: 1. CONTRACTOR shall perform the following services for athletic fields as outlined in this sample schedule: • Daily — Drag, water, line fields (game days only), chalk infield foul lines, pitchers and batter's boxes, clean and blow out dugouts. Hand rake infield areas alone the are to reduce berms. Field preparation work to be completed before the start of any scheduled events. Place field closure signs on fields after completion; 22-11044/277146 11 • Weekly —'I'urf edge maintenance, nail grading (as appropriate), paint outfield line: Nlonthly — Inspect and repair/replace base anchors. pitching rubbers, and batters boxes: • As needed — Pill low spots with brick dust, Turface, or similar material, and remove am, berms that may occur. • As needed - Paint field layouts on either natural grass or synthetic turf fields prior to games; • As Needed - CONTRACTOR shall notify CITY of any additional maintenance needs as they arise. 2. Field Assessment — CONTRACTOR shall report to CITY field conditions/playability during inclement weather periods. 3. CONTRACTOR shall work with CITY staff to determine the necessary maintenance frequency according to field reservation schedules. 4. CONTRACTOR will provide and maintain all required equipment, tools. and supplies at CONTRACTOR'S expense. CITY may specify specific product use to maintain the integrity of CITY property or to meet environmental codes. 5. CONTRACT OR shall provide all necessary vehicles for transporting equipment and staff between field locations. CONTRACTOR shall not utilize or drive any vehicles owned by the CITY of Huntington Beach to provide services. CITY shall work with selected CONTRACTOR to develop a system for reporting field conditions. 13. CITY Responsibilities/Exclusions: I. CITY shall be responsible for maintaining outfield turf, irrigation systems, or other non-playing areas, unless otherwise stated. 2. "Turf replacement. import/export infield mix, and other major capital improvements are the responsibility of CITY and excluded from this Agreement. 22-11044/277146 12 ACC E) CERTIFICATE OF LIABILITY INSURANCE DA eMM 0D2 YYn THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS i 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 I,NSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER- IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policyIes)must have ADDITIONAL INSURED provisions or he endorsed. If SUBROGATION IS WANED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). i PRODUCER NAME: Dustin Keeney ! Western Republic fnaumnce Ser+icp PHONE 714-536.OSCO wc,NO)! j 19900 Beach Blvd. ADDRESS: dusun@wrimumncacom l Suitt FI LNSUPEFUS)AFFORDING COVERAGE NAILi ! Euntineton Beach CA 92648 INSURER A: HDI GLOBAL SPECIALTY SE 134004 INSURED NsuRea a: PHILADELPHIA IND INS CO HBSC P.Muer3 INSURER C: 1 18100 GOLDENWEST ST INSURER 0: xsuRER E: Ht7NTMGTON PEACH CA 9264&1101 INSURER F: COVERAGES CERTIFICATENUTABER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD I INDICATED. NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTff ICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. L TYPE OF INSURANCE I," VIVO POLICY NUMBER IMMIDDrI MMnVnrYYY UMrT9 x CO.M.VERGAL CE.NEFAL UaBIUTY EACH OCCURRENCE i L,000,000 ! f1ALNs-MAnE OCCUR PREMISES(Ea ocanarce) S IOB,GGO MED VP(ANY ma person) s 'L[a Uded A Y ISLB3357 08N5l2021 08r052022 PERSONALRAOVNJURY f L.000,000 GEHL AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE f 2,000,OGO PceNcr F—]j[�,' ❑LOC PROOUOTS•COMP.OP AGO f 2,000,000 O HER: f AUTOMOBILE LUOILITY Ea era0"anq i ANYM o BODILY INJURY(Per Perms) f OWNED SCEEOULEO AUTOS ONLY AUTOS BODILY INJURY(Par accc.RU f HIRED NON-0 NED PRO AUTOS ONLY AUTOS ONLY Per uAdese u S f I UMBRELLA LIAR OCCUR EACH OCCURRENCE S E%CE33 UAa CLAIMR.ACE APPROVED AS TO FO M AGGREGATE I S GED I I RETEHTICSS r f ORRERS 60MPENSATION ND EMPLOYEIG'UABIInYBY: STATUTE E NY PPOPRIETORIP tTNERZKECUrVE Y I N I A El.EACN ACCIDENT f FFICERN.ELIBER EXCLUDED? � 'JIA CLTYATTORNEY IMyyaaanJetxee.uMm EI DISEVIE-EA EMPLOYEE S OEGCRIPTIONOF OPERATIONS pew CITY OF FiUNTIN.GTON EACH E-LDISEASE-POLICY LIMIT IS B Accidental Medical PHPA083401 08105/2021 08105Q022 Coverage 525,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,AdalUanal Remarks 3NeCule,may be uenpheE II mare space Is mWirad) Those usual to the insured's operations.The City Of Huntington Beach,its officers,elected of appointed officials,employees,agents and volunteers am named as additional insured per the attached CG 20 26 04 13.Insurance is primary and non-contributory per the attached ECG 24 520 08 05.Location: !3!00 Goldenwest Street,Huntington Beach, CA.92648. CERTIFICATE HOLDER CANCELLATION SHOULD ANY O TILE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIONN HATE THEREOF,NOTICE WILL BE DELIVERED IN City Of Fhuldneton BearJl ACCORDANCE LVTTH THE POLICY PROVISIONS. 2000 MeiN Street AUTHORCE0 REPRESENTATIVE Huntington finch,CA 92143 t ®1968-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD �A 1 Y INSURANCE ® DATE(M11MIC0/YYYYI I �� �o CERTIFICATE OF LIABILITY a91D,nan THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: It the carTflcato holder Is an ADDITIONAL INSURED,the policy(fes)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. .A statement on this certificate does not confer rights to the Certificate holder In lieu of such ondarsement(s). PRODUCER HXO ffr AP Imago Insurance Group,LLC iPM - AP INTEGO INSURANCE GROUP,LLC PNcneExV, 888-289-2939 375 Woodcliff Dr. RIESS. cents aDln;e atom Suite 103 INSURE 31 AFF01101lIG COVEMGE NAIC A Fairport NY 14460 INSURER A: Stale Com ensallon Insurance Fund-Slate Fund In Calnohnle 35076 INSURED INSURER a: HBSC PaTlneri LLC INSURER C: I at OD Golaenwesl St INSURER O: INSURER E Huntington eeadl CA 92647 INSURER P: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIF!THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOT A6THSTANCING ANY REQUIREMENT.TEWd OR COND TION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE ANY BE ISSUED OR ANY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBSECT TO ALL THE TETUAS, ECC WSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHO'.9N btAY HAVE BEEN REDUCED RY PAID CLAIMS. . D POLICY EFF POLICY EIv Ill'R TYPE OF INSURMce I.FF PCLXY NUMBER NwoomYr MI.MOM!YY UNITS GENERALLIMI-71 EACH OCCURRENCE t t CGNMEPCNL G`eNERA1IJAHUT( PRENJS 5(En gmnence t CVJlaS.MACE OCCUR ' MEOEXP AR wa anon) t PERSCNAL A AOV INJURY t Er GENERALAGGHEGATE r GEHL AGGREGATE LINT APPLIES PER: PRODUCTS-CCMRCPAGG t POLICY PRO- LCC t AUTCMOORE UABRITY (aetlde LW S ANY ALTO e00RY INJURY IPa Pcrpnl S ALL OWNED 5CHEOLILEO SODILY INJURY(Par a¢]BVLL) S Al05 PUSDS NCN4'8H,.0 PPRO i MA E i LURED AUTOS AUn}4 �I t UMBRELLA LIAR COCUR L j� EACH OCCURRENCE i EXCESSLUe CLAIMS MACE —J AGGREGATE t DIED I RETENnONi t WORKERS COUPENSATIO.4 x =gRSTATU- OTH ANO EMPLOYERS LIASR.IrY ANY PROPRIETCRIPARTNEREYECUTNE Y!❑V A 9304604-2021 amincii 0613112022 E.L EACH ACCIDENT t 1000a00 OMCEJMEMeER EXCLUDED? RIP IN and,ury In.Nel EI.DISEASE-EA C!APLOrfEl 51,000,000 u ye,,daaWve exec E.L DISEASE-POLICY UWT I L000,000 OESCRIPTIONaFePERAr SILOCA7WHS1VEHICLES(Aeaca ACORO;e1,AdGnlvml R�m+,Yc Sv1,vtlWe,Vmen vpvo6 ngWndl CERTIFICATE HOLDER CANCELLATION City oT Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFCRE THE EXPIRATION CATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WIN THE POLICY PROVISIONS. 20G0 Main Street PUiNORIEe�PrE�P..RES�ERTATVQ Huntington Bea h CA 92648 (D 1988-2010 ACORD CORPORATION. All rights reserved. ACORO 25(2010105) The ACORD name and logo are registered marks of ACORD "'LTdaCJJO ' IL:_ I POLICY NUMBER: 18LB3357 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED i PERSON OR ORGANIZATION This endorsement modifies Insurance provided under the following: I COMMERCIAL GENERAL LIABILITY COVERAGE PART j SCHEDULE i Name Of Additional Insured Perzon(s) Or Organizntlon(s): City of Huntington Beach, its officers, elected of appointed officials, employees, agents and volunteers 2000 Main Street Huntington Beach, CA 92148 Information required to complete this Schedule,if not shown above,will be shown in the Declarations. A. Section It — Who Is An Insured Is amended to B.With respect to the Insurance afforded to these include as a n additional insured the person(s)or additional In sureds,the following is added to crganizatlon(s)shown in the Sche dule,but only with Section III—Limits of Insurance: respect to liability for"bodily inju ry","prope rty If coverage provide d to the additional insure d I s damage"or"personal and advertising injury"caused, required by a contra cl or agreement,the most we in whole o r in part, by your act s or om Issions or the will pay on behalf of the additional insured Is the acts or omissions of these acting on your behalf: amount of insurance: 1. In the performance of yo ur ongoing operations; 1. Required by the contract or agreement; or or 2. Available un der the ap plicable L'enl is of 2. In tonne coon with your premise s owned by or Insurance shown in the De darations; rented to you. whichever is less. This end orsement shall not incre ase the However: applicable LI mits of Insuran ce sho wn in the 1. The insuran ce afforded to such additional Declaration. insured only applies to th e extent permitted by law; and 2. If coverage provided to the additional insured is required by a contra ct or agree ment, the insurance aft orded to su ch ad ditional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 Policy Number: 18LB3357 COMMERCIAL GENERAL LIABILITY ECG 24 520 08 05 i THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - OTHER INSURANCE (PRIMARY NONCONTRIBUTORY) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART I Condition 4. Other insurance of SECTION IV (2) Any other pdmary insurance available to COMMERCIAL GENERAL LIABILITY CONDITIONS you covering liability for damages arising is replaced by the following: out of the premises or operations, or the a. Primary Insurance products and completed operations, for which you have been added as an add!- This insurance is primary except when b. be- tionai insured by attachment of an en- low applies. If this insurance is primary, our cb- dorsement. Ilgatlons are not affected unless any of the When this insurance is excess,we will have no other insurance is also primary. Then, we will duty under Coverages A or B to defend the in- share with all that other insurance by the sured against any"suit"If any other Insurer has method described in c. below, except that we a duty to defend the insured against that"suit". will not seek contribution from any party with If no other insurer defends, we will undertake whom you have agreed in a written contract or to do so, but we will be entitled to the insured's agreement that this insurance will be primary rights against all those other insurers. and noncontributory, If the written contract or agreement was made prior to the subject "oc- When this insurance is excess over other in- currence°oroffense. surance, we will pay only our share of the 6. Excess Insurance amount of the lass, if any, that exceeds the sum of: This insurance is excess over: (1) The total amount that all such other Insur- (1) Any of the other Insurance, whether pri- ante would pay for the loss in the absence may, excess, contingent or on any other of this insurance; and basis: (2) The total of all deductible and self-insured (a) That is Fire, Extended Coverage, amounts under all that other insurance. Builder's Risk, Installation Risk or simi- We will share the remaining loss, if any, with lar coverage for"your work"; .. any other insurance that Is not described in this (b) That Is Fire Insurance for premises Excess Insurance provision and was not rented to you or temporarily occupied by bought specifically to apply In excess of the you with permission of the owner; Limits of Insurance shown in the Declarations Ic) That is Insurance purchased by you to of this Coverage Part. cover your liability as a tenant for"prop- c. Method Of Sharing erty damage" to premises rented to you If all of the other insurance permits contribu- or temporarily occupied by you with tion by equal shares, we will follow this method permission of the owner; or also. Under this approach each insurer con- (d) If the loss arises out of the maintenance tributes equal amounts until it has paid Its ap- or use of aircraft, "autos" or watercraft plicable limit of insurance or none of the loss to the extent not subject to Exclusion g. remains,whichever comes first. of Section I — Coverage A — Bodily In- jury And Property Damage Liability. ECG 24 520 08 05 Includes copyrighted material of Insurance Services Office, Page 1 of 2 Inc.,with its permission. i If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each Insurer's share is based on the ratio of its applicable limit of in- surance to the total applicable limits of insurance of all insurers. i I I I I I I I ECG 24 520 08 05 Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 2 ❑ Used with its permission. Resolution No. 2008-63 j Su f ity CITYOF HUNTINGTON BEACH 2000 itMain Street, Huntington Beach, CA 92648-2702 � DECLARATION OF PERMITTEE I certify that no vehicle(s) will be used or operated in the performance of the I task(s) or event(s) for which this permit is granted. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued in�onnection with or in the performance of said task(s) or events(s) if any ehicldis) is u d. Signature of Permittee: Print Name: fI Company Name (if applicable): I i Date Signed: S/047/Z ZI I i I I 16107 EXHIBIT 1 ATTACHMENT #5 i i