BH Skating Parks LLC - FY2022-016 CITY OF RANCHO PALOS VERDES
CONTRACT SERVICES AGREEMENT FOR
ICE SKATING RINK INSTALLATION & OPERATION
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and
entered into this 12. day of October, 2021, by and between the CITY OF RANCHO PALOS
VERDES, a municipal corporation ("City") and BH SKATING PARKS, LLC, an Arizona
limited liability company (herein "Consultant")
NOW, THEREFORE, the parties hereto agree as follows
1. SERVICES OF CONSULTANT
1 1 Scope of Services In compliance with all of the terms and conditions of
this Agreement, the Consultant shall perform the work or services set forth in the "Scope of
Services" attached hereto as Exhibit "A" and incorporated herein by reference Consultant
warrants that it has the expenence and ability to perform all work and services required
hereunder and that it shall diligently perform such work and services in a professional and
satisfactory manner
1 2 Compliance With Law All work and services rendered hereunder shall
be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental agency of competent junsdiction
1 3 California Labor Law If the Scope of Services includes any "public
work" or"maintenance work," as those terms are defined in California Labor Code section 1720
et seq and California Code of Regulations, Title 8, Section 16000 et seq, and if the total
compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and
comply with the requirements in California Labor Code section 1770 et seq and 1810 et seq ,
and all other applicable laws
1 4 Licenses, Permits, Fees and Assessments Consultant shall obtain at its
sole cost and expense such licenses, permits, and approvals as may be required by law for the
performance of the services required by the Agreement
15 Special Requirements Additional terms and conditions of this
Agreement, if any, which are made a part hereof are set forth in the "Special Requirements"
attached hereto as Exhibit "B" and incorporated herein by this reference In the event of a
conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the
provisions of Exhibit"B" shall govern
2. COMPENSATION
2 1 Contract Sum For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit"C" and incorporated herein by this reference, but not exceeding the maximum
contract amount of $53,997 (Fifty Three Thousand Nine Hundred Ninety-Seven
Dollars)("Contract Sum")
01203 0001/7443952 1
2 2 Invoices Each month Consultant shall furnish to City an original invoice
for all work performed and expenses incurred during the preceding month in a form approved by
City's Director of Finance By submitting an invoice for payment under this Agreement,
Consultant is certifying compliance with all provisions of the Agreement The invoice shall
contain all information specified in Exhibit "C", and shall detail charges for all necessary and
actual expenses by the following categones labor (by sub-category), travel, materials,
equipment, supplies, and sub-contractor contracts Sub-contractor charges shall also be detailed
by such categories Consultant shall not invoice City for any duplicate services performed by
more than one person
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, City will use its best efforts to cause Consultant to be paid within
forty five (45) days of receipt of Consultant's correct and undisputed invoice, however,
Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot
guarantee that payment will occur within this time period In the event any charges or expenses
are disputed by City, the original invoice shall be returned by City to Consultant for correction
and resubmission Review and payment by the City of any invoice provided by the Consultant
shall not constitute a waiver of any nghts or remedies provided herein or any applicable law
2 3 Additional Services City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond
that specified in the Scope of Services or make changes by altering, adding to or deducting from
said work No such extra work may be undertaken unless a wntten order is first given by the
Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum
for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said
adjustments are subject to the written approval of the Consultant Any increase in compensation
of up to ten percent(10%)of the Contract Sum but not exceeding a total contract amount of Five
Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved
by the Contract Officer Any greater increases, taken either separately or cumulatively, must be
approved by the City Council No claim for an increase in the Contract Sum or time for
performance shall be valid unless the procedures established in this Section are followed
3. PERFORMANCE SCHEDULE
3 1 Time of Essence Time is of the essence in the performance of this
Agreement
3 2 Schedule of Performance Consultant shall commence the services
pursuant to this Agreement upon receipt of a wntten notice to proceed and shall perform all
services within the time penod(s) established in the "Schedule of Performance" attached hereto
as Exhibit "D" and mcorporated herein by this reference When requested by the Consultant,
extensions to the time penod(s) specified in the Schedule of Performance may be approved in
writing by the Contract Officer but not exceeding thirty (30)days cumulatively
3 3 Force Majeure The time penod(s) specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement shall be
extended because of any delays due to unforeseeable causes beyond the control and without the
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fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public
enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions,
riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency,
including the City, if the Consultant shall within ten (10) days of the commencement of such
delay notify the Contract Officer in writing of the causes of the delay The Contract Officer shall
ascertain the facts and the extent of delay, and extend the time for performing the services for the
period of the enforced delay when and if in the judgment of the Contract Officer such delay is
justified The Contract Officer's determination shall be final and conclusive upon the parties to
this Agreement In no event shall Consultant be entitled to recover damages against the City for
any delay in the performance of this Agreement, however caused, Consultant's sole remedy
being extension of the Agreement pursuant to this Section
3 4 Term Unless earlier terminated in accordance with Article 7 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding six (6) months from the date hereof, except as otherwise provided in the
Schedule of Performance(Exhibit"D")
4. COORDINATION OF WORK
41 Representative of Consultant Steve Fnsken is hereby designated as
being the representative of Consultant authorized to act on its behalf with respect to the work and
services specified herein and make all decisions in connection therewith All personnel of
Consultant and any authorized agents shall be under the exclusive direction of the representative
of Consultant Consultant shall utilize only competent personnel to perform services pursuant to
this Agreement Consultant shall make every reasonable effort to maintain the stability and
continuity of Consultant's staff and subcontractors, and shall keep City informed of any changes
4 2 Contract Officer Cory Linder, Director of Recreation and Parks, or such
person as may be designated by the City Manager, is hereby designated as being the
representative the City authonzed to act in its behalf with respect to the work and services
specified herein and to make all decisions in connection therewith ("Contract Officer")
4 3 Prohibition Against Assignment Consultant shall not contract with any
entity to perform in whole or in part the work or services required hereunder without the express
wntten approval of the City Neither this Agreement nor any interest herein may be assigned or
transferred, voluntarily or by operation of law, without the prior written approval of City Any
such prohibited assignment or transfer shall be void
4 4 Independent Consultant Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Consultant, its agents or employees,
perform the services required herein, except as otherwise set forth Consultant shall perform all
services required herein as an independent contractor of City with only such obligations as are
consistent with that role Consultant shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City, or that it is a member of a Joint
enterprise with City
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5. INSURANCE AND INDEMNIFICATION
5 1 Insurance Coverages Without limiting Consultant's indemnification of
City, and pnor to commencement of any services under this Agreement, Consultant shall obtain,
provide and maintain at its own expense dunng the term of this Agreement, policies of insurance
of the type and amounts descnbed below and in a form satisfactory to City
(a) General liability insurance Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage The policy must include contractual liability that
has not been amended Any endorsement restricting standard ISO "insured contract" language
will not be accepted
(b) Automobile liability insurance Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covenng bodily injury
and property damage for all activities of the Consultant ansing out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident
(c) Professional liability (errors & omissions) insurance Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the mimmum amount of$1,000,000 per claim and in the aggregate Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a penod no less than
three(3)years after completion of the services required by this Agreement
(d) Workers' compensation insurance Consultant shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least$1,000,000)
(e) Subcontractors Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor All coverages for subcontractors shall include all of the requirements stated
herein
(f) Additional Insurance Policies of such other insurance, as may be required
in the Special Requirements in Exhibit"B"
5 2 General Insurance Requirements
(a) Proof of insurance Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation Insurance certificates and endorsements must be
approved by City's Risk Manager pnor to commencement of performance Current certification
of insurance shall be kept on file with City at all times dunng the term of this Agreement City
reserves the nght to require complete, certified copies of all required insurance policies, at any
time
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(b) Duration of coverage Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injunes to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants
(c) Pnmary/noncontributing Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it The limits of msurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a pnmary and non-
contnbutory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured
(d) City's rights of enforcement In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain the insurance it deems necessary and any premium
paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient
to pay premium from Consultant payments In the alternative, City may cancel this Agreement
(e) Acceptable insurers All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders' Rating of A- (or higher)and Financial Size Category Class VI(or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City's Risk Manager
(f) Waiver of subrogation All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants
(g) Enforcement of contract provisions (non-estopped Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder
(h) Requirements not limiting Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City
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(i) Notice of cancellation Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage
(1) Additional insured status General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies This provision shall also apply to any
excess/umbrella liability policies
(k) Prohibition of undisclosed coverage limitations None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing
(1) Separation of insureds A severability of interests provision must apply for
all additional insureds ensunng that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability The policy(ies) shall not contain any cross-liability exclusions
(m) Pass through clause Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review
(n) Agency's nght to revise specifications The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant ninety (90) days advance written notice of such change If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation
(o) Self-insured retentions Any self-insured retentions must be declared to
and approved by City City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible Self-insurance will not be considered to comply with these
specifications unless approved by City
(p) Timely notice of claims Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant's performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies
(q) Additional insurance Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work
5 3 Indemnification To the full extent permitted by law, Consultant agrees to
indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified
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Parties") against, and will hold and save them and each of them harmless from, any and all
actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or
property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or
threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or
entity arising out of or in connection with the negligent performance of the work, operations or
activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees,
or any individual or entity for which Consultant is legally liable ("indemmtors"), or ansing from
Consultant's or indemmtors' reckless or willful misconduct, or arising from Consultant's or
indemmtors' negligent performance of or failure to perform any term, provision, covenant or
condition of this Agreement, except claims or liabilities occumng as a result of City's sole
negligence or willful acts or omissions The indemnity obligation shall be binding on successors
and assigns of Consultant and shall survive termination of this Agreement
6. RECORDS,REPORTS,AND RELEASE OF INFORMATION
6 1 Records Consultant shall keep, and require subcontractors to keep, such
ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other
documents relating to the disbursements charged to City and services performed hereunder (the
"books and records"), as shall be necessary to perform the services required by this Agreement
and enable the Contract Officer to evaluate the performance of such services and shall keep such
records for a penod of three years following completion of the services hereunder The Contract
Officer shall have full and free access to such books and records at all times dunng normal
business hours of City, including the nght to inspect, copy, audit and make records and
transcnpts from such records
6 2 Reports Consultant shall penodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement or as
the Contract Officer shall require
6 3 Confidentiality and Release of Information
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential,unless such information is in the
public domain or already known to Consultant Consultant shall not release or disclose any such
information or work product to persons or entities other than the City without pnor wntten
authonzation from the Contract Officer
(b) Consultant shall not, without pnor wntten authonzation from the Contract
Officer or unless requested by the City Attorney, voluntarily provide documents, declarations,
letters of support, testimony at depositions, response to interrogatories or other information
concerning the work performed under this Agreement Response to a subpoena or court order
shall not be considered"voluntary" provided Consultant gives the City notice of such court order
or subpoena
(c) If Consultant provides any information or work product in violation of this
Agreement, then the City shall have the nght to reimbursement and indemnity from Consultant
for any damages, costs and fees, includmg attorney's fees, caused by or incurred as a result of
Consultant's conduct
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(d) Consultant shall promptly notify the City should Consultant be served
with any summons, complaint, subpoena, notice of deposition, request for documents,
interrogatones, request for admissions or other discovery request, court order or subpoena from
any party regarding this Agreement and the work performed thereunder The City retains the
right, but has no obligation, to represent Consultant or be present at any deposition, hearing or
similar proceeding Consultant agrees to cooperate fully with the City and to provide the City
with the opportunity to review any response to discovery requests provided by Consultant
6 4 Ownership of Documents All studies, surveys, data, notes, computer
files, reports, records, drawings, specifications, maps, designs, photographs, documents and other
materials (the "documents and materials") prepared by Consultant in the performance of this
Agreement shall be the property of the City and shall be delivered to the City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by the City of its
full nghts of ownership use, reuse, or assignment of the documents and materials hereunder
Moreover, Consultant with respect to any documents and matenals that may qualify as "works
made for hire" as defined in 17 U S C § 101, such documents and materials are hereby deemed
"works made for hire" for the City
7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7 1 California Law This Agreement shall be interpreted, construed and
governed both as to validity and to performance of the parties in accordance with the laws of the
State of California Legal actions concerning any dispute, claim or matter arising out of or in
relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles,
State of California In the event of litigation in a U S District Court, venue shall lie exclusively
in the Central District of California, in the County of Los Angeles, State of California
7 2 Disputes, Default In the event that Consultant is in default under the
terms of this Agreement, the City shall not have any obligation or duty to continue compensating
Consultant for any work performed after the date of default Instead, the City may give notice to
Consultant of the default and the reasons for the default The notice shall include the timeframe
in which Consultant may cure the default This timeframe is presumptively thirty (30) days, but
may be extended, if circumstances warrant During the period of time that Consultant is m
default, the City shall hold all invoices and shall, when the default is cured, proceed with
payment on the invoices If Consultant does not cure the default, the City may take necessary
steps to terminate this Agreement under this Article
7 3 Legal Action In addition to any other rights or remedies, either party
may take legal action, in law or in equity, to cure, correct or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this
Agreement Notwithstanding any contrary provision herein, Consultant shall file a statutory
claim pursuant to Government Code Sections 905 et seq and 910 et seq , in order to pursue any
legal action under this Agreement
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
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different times, of any other rights or remedies for the same default or any other default by the
other party
7 4 Termination Prior to Expiration of Term This Section shall govern any
termination of this Contract except as specifically provided in the following Section for
termination for cause The City reserves the right to terminate this Contract at any time, with or
without cause, upon fifteen (15) days' wntten notice to Consultant, except that where
termination is due to the fault of the Consultant, the penod of notice may be such shorter time as
may be determined by the Contract Officer In addition, the Consultant reserves the nght to
terminate this Contract at any time, with or without cause, upon sixty (60)days' written notice to
City, except that where termination is due to the fault of the City, the period of notice may be
such shorter time as the Consultant may determine Upon receipt of any notice of termination,
Consultant shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer Except where the Consultant has initiated termination, the
Consultant shall be entitled to compensation for all services rendered pnor to the effective date
of the notice of termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by the Contract
Officer In the event the Consultant has initiated termination, the Consultant shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder, but
not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit
"C" In the event of termination without cause pursuant to this Section, the terminating party
need not provide the non-terminating party with the opportunity to cure pursuant to Section 7 2
7 5 Termination for Default of Consultant If termination is due to the
failure of the Consultant to fulfill its obligations under this Agreement, City may, after
compliance with the provisions of Section 7 2, take over the work and prosecute the same to
completion by contract or otherwise, and the Consultant shall be liable to the extent that the total
cost for completion of the services required hereunder exceeds the compensation herein
stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City
may withhold any payments to the Consultant for the purpose of set-off or partial payment of the
amounts owed the City as previously stated
8. MISCELLANEOUS
8 1 Covenant Against Discrimination Consultant covenants that, by and for
itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall
be no discrimination against or segregation of, any person or group of persons on account of
race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin,
ancestry, or other protected class in the performance of this Agreement Consultant shall take
affirmative action to ensure that applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion, sex, gender, sexual onentation,
marital status, national origin, ancestry, or other protected class
8 2 Non-liability of City Officers and Employees No officer or employee of
the City shall be personally liable to the Consultant, or any successor in interest, in the event of
any default or breach by the City or for any amount, which may become due to the Consultant or
to its successor, or for breach of any obligation of the terms of this Agreement
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8 3 Notice Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
the City, to the City Manager and to the attention of the Contract Officer(with her/his name and
City title), City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Califonua 90275, and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement Either party may change its address by notifying the other party of the change of
address in writing Notice shall be deemed communicated at the time personally delivered or in
seventy-two(72)hours from the time of mailing if mailed as provided in this Section
8 4 Integration, Amendment It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement supersedes
and cancels any and all previous negotiations, arrangements, agreements and understandings, if
any, between the parties, and none shall be used to interpret this Agreement This Agreement
may be amended at any time by the mutual consent of the parties by an instrument in writing
8 5 Severability In the event that part of this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining portions of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the intent of the
parties hereunder unless the invalid provision is so material that its invalidity deprives either
party of the basic benefit of their bargain or renders this Agreement meaningless
8 6 Waiver No delay or omission in the exercise of any right or remedy by
non-defaulting party on any default shall impair such nght or remedy or be construed as a
waiver A party's consent to or approval of any act by the other party requiring the party's
consent or approval shall not be deemed to waive or render unnecessary the other party's consent
to or approval of any subsequent act Any waiver by either party of any default must be in
writing and shall not be a waiver of any other default concerning the same or any other provision
of this Agreement
8 7 Attorneys' Fees If either party to this Agreement is required to initiate
or defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,
whether or not the matter proceeds to judgment
8 8 Interpretation
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply
8 9 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed to be an
onginal, and such counterparts shall constitute one and the same instrument
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8 10 Warranty & Representation of Non-Collusion No official, officer, or
employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any
official, officer, or employee of City participate in any decision relating to this Agreement which
may affect his/her financial interest or the financial interest of any corporation, partnership, or
association in which (s)he is directly or indirectly interested, or in violation of any corporation,
partnership, or association in which (s)he is directly or indirectly interested, or in violation of any
State or municipal statute or regulation The determination of "financial interest" shall be
consistent with State law and shall not include interests found to be "remote" or "nomnterests"
pursuant to Government Code Sections 1091 or 1091 5 Consultant warrants and represents that
it has not paid or given, and will not pay or give, to any third party including, but not limited to,
any City official, officer, or employee, any money, consideration, or other thing of value as a
result or consequence of obtaimng or being awarded any agreement Consultant further warrants
and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or
collusion that would result in the payment of any money, consideration, or other thing of value to
any third party including, but not limited to, any City official, officer, or employee, as a result of
consequence of obtaining or being awarded any agreement Consultant is aware of and
understands that any such act(s), omission(s) or other conduct resulting in such payment of
money, consideration, or other thing of value will render this Agreement void and of no force or
effect
Consultant's Authonzed Initials
8 11 Corporate Authonty The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authonzed to execute and deliver this Agreement on behalf of said party, (iii) by so executing
this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the
entenng into this Agreement does not violate any provision of any other Agreement to which
said party is bound This Agreement shall be binding upon the heirs, executors, admimstrators,
successors and assigns of the parties
[Signatures On The Following Page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Eric Alegna, Mayor
ATTEST:
Teresa T aoka, City Clerk
APPROVED AS TO FORM:
ALES iv :• WYNDER, LLP
1, 0/ eleJna -&CL ,
Welham W Wynder, City Attorney
CONSULTANT:
BH SKA i G PARKS, LLC, an Arizona limited
liability aipany
By k.
N• !I_ �
Title \i-c7' ro�S
By
Name
Title
Address 9299 W Olive Ave, #811, Peoria AZ
85345
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY
12
01203 0001/7443952
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the documentto which this certificate is attached,and not the truthfulness,accuracy or validity of that document
Afzo„k
STATE OF 9R4--
/'l icap.
COUNTY OF
)0.2 t
On Neter 13 ,2'd2U before me, , personally appeared .57e t,x„ 61 s , proved to me on
the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscnbed to the within instrument and
acknowledged to me that he/she/they executed the same m his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instniment the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument
4 I Zona
I certify under PENALTY OF PERJURY under the laws of the State of-enhf'vrmathat the foregoing paragraph is
true and correct
BACON
WITNESS my hand and official seal `r'% , NStale olrvmone
;ti!- MARICOPACOUNTY
t
,� Commumton#607319
Signature arnb Expires May 31 2025
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
Tri CORPORATE OFFICER
VV pcx a'�i •r s TITLE OR TYPE OF DOCUMENT
iTTTLE(S)
❑ PARTNER(S) 0 LIMITED 2.0
0 GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR /J - /3 - Z c.)2
�
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0001/744395.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or vandity of that document.
Ani"I'-
STATE OF
COUNTY OF-L- S @Efd✓S
2o2I
On Oc t o fr/3, MO before me, C a (A c,, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s)whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument
401 Z-0.1°%
I certify under PENALTY OF PERJURY under the laws of the State of.Galtfarrer that the foregoing paragraph is
true and correct.
r, LAGAN BACON
WITNESS my hand and official seal w`++�_ Notary Pubic State of Arizona
'kV.. COUNTY
Commisswn#607319
Signature � � �m0" Expires May 31 2025
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
ltd CORPORATE OFFICER ( O/714/0,-c I—
V 9,4o TITLE OR TYPE OF DOCUMENT
¶H LE(S)
❑ PARTNER(S) 9 LIMITED 0
9 GENERAL NUMBER OF PAGES
9 ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR /0 - 13 - 1-n y
O OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0001/7443952
EXHIBIT"A"
SCOPE OF SERVICES
L Consultant will perform the following services: Consultant will provide and install a
public skating venue, for temporary use, featuring a synthetic ice skating nnk floor,
penmeter borders, guest/skater lounge, supply of skates, maintenance equipment, in
addition to providing associated matenals, equipment and selected services (the
"Services") as listed below, to the City for use at the Upper Point Vicente Park/Civic
Center located at 30940 Hawthorne Blvd, Rancho Palos Verdes, CA 90275, for use on
December 1, 2021 through January 3, 2022
A PopupRink Services
• Consultant will provide and install a mobile PopupRink, featunng a
synthetic skating nnk floor, penmeter borders, guest/skater lounge, supply
of skates, maintenance equipment, and recommended tools for guest
management, for a venue size estimate to be 1850 to 2400 square feet, in
addition to a skating area of 2100 square feet
B Delivery/Installation& Removal
• Consultant will transport, deliver, and pick up all matenals to the site
selected by the City
• Consultant will be responsible for all installation and removal
• Consultant will install nnk on a solid flat concrete surface to support nnk
construction
• City provide access to nnk site
• Consultant will provide a sub-floor deck at an additional cost if
installation is required on n areas such as grass or dirt
• Consultant will commence removal at the direction of the City, either
immediately following the end of the final skating session, or scheduled
end of event activities
• Surcharges may apply to areas without drive up or ramp access
• Fees charged for these services include driver expenses, fuel charges,
carrier fees, labor services, and expenses
01203 0001/7443952 A-1
C Sub-Floor
• Consultant will supply, install and remove a plywood sub-floor deck, for
an estimated 2800 square foot area
D Event Management
• Consultant will provide the following event management services for 120
regular hours, excluding federal holiday hours
• Consultant will be responsible for team coaching, recruiting, screening,
and training of necessary hosts and event staff
• Additional services Consultant will provide at no additional cost may
Include
o Provide host(s)/staff, as needed, for, session management
o Check-in procedures
o Obtaining waiver signatures
o Handling skates
o General safety momtonng and basic site maintenance
o Handling payment transactions
o Administrative and wireless data support
o Scheduling,bookings, and activity programming
o Applicable filing and reporting
o Supply management
E POS Services
• Includes onsite wireless credit payments
• Internet connection is required
• Setup fee, plus fee of 5% per transaction
F Miscellaneous
01203 0001/744395.2
City will pay for Consultant's driver's hotel charges from date of arrival until
removal date and departure, as provided in Exhibit"C", Schedule of
Compensation
IL All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
01203 0001/744395.2
EXHIBIT"B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
1 City hereby waive the requirements of Section 2 2 of the Agreement City shall make an
initial deposit of$26,998 50 toward the Contract Sum upon execution of the Agreement by all
parties City will make a second deposit of$13,499 25 toward the Contract Sum upon receipt
and set up to the reasonable satisfaction of the Contract Officer of the PopupRink as identified in
the Scope of Services,Exhibit"A" The balance of$13,499 25 toward the Contract Sum shall be
due and owing upon completion of the Scope of Services
01203 0001/7443952 B-1
EXHIBIT"C"
SCHEDULE OF COMPENSATION
L Consultant shall perform the following Services:
Product/Service Quantity Price Total
PopupRink Services 1 $18,999 $18,999
Delivery/Installation 1 $4,999 $4,999
& Removal
Sub-Floor 1 $17,999 $17,999
Event Management 120 Hours $100 $12,000
Fee
POS Services 1 $500 $500
Miscellaneous 1 $500 $500
Hotel charges for
installation and
removal
Welcome Promo 1 ($1,000 00) ($1,000 00)
Not To Exceed Total
Compensation $53.997
II. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A Line items for all the work performed, the number of hours worked, and the
hourly rate
B Line items for all matenals and equipment properly charged to the Services
C Line items for all other approved reimbursable expenses claimed, with supporting
documentation
D Line items for all approved subcontractor labor, supplies, equipment, matenals,
and travel properly charged to the Services
III. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
C-1
01203 0001/744395.2
EXHIBIT"D"
SCHEDULE OF PERFORMANCE
L Consultant shall perform all services timely in accordance with the following
schedule:
A Install the ice skating nnk by December 2, 2021
B Operate the ice skating nnk on
Dec 3-5 Fn/Sat/Sun f p m -8 p m
Dec 10 -12 Fn/Sat/Sun f p m -8 p m
Dec 17 - 19 Fn/Sat/Sun 1 p m -8 p m
Dec 27—31 M/Tu/Wed/Th/Fn f p m -8 p m
C Remove ice skating nnk and all matenals by January 3, 2022
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
D-1
01203 0001/7443952