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HomeMy WebLinkAboutC-8282-2 - Assignment Agreement and Amendment No. One (for M/RSA for As-Needed Sport and Recreational Field Services)La ,A ASSIGNMENT AGREEMENT AND AMENDMENT NO. ONE BETWEEN THE CITY OF NEWPORT BEACH AND CSA HOLDINGS, INC., DBA SPORTS FIELD SERVICES THIS ASSIGNMENT AGREEMENT AND AMENDMENT NO. ONE (to be referenced as "Assignment" or "Amendment No. One") is made and entered into as of this 24th day of July, 2020 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City") and CSA HOLDINGS, INC., A CALIFORNIA CORPORATION, doing business as ("DBA") SPORTS FIELD SERVICES, whose address is 27762 Antonio Pkwy 1-1-609, Ladera Ranch, CA 92694, and is made with reference to the following: RECITALS A. On November 22nd, 2016, City and CSA Holdings, Inc., a California corporation ("CSA Holdings, Inc.") entered into a Maintenance/Repair Services Agreement ("Agreement") to perform landscape maintenance and/or repair services for City, commencing on November 22, 2016, and terminating on December 31, 2019, with an option to extend the term of the Agreement up to two (2) times for an additional one (1) year per extension. B. Pursuant to the Agreement, City agreed to compensate CSA Holdings, Inc., an annual compensation for all Services performed in accordance with the Agreement, including all reimbursable items, not to exceed amount of Two Hundred Fifty Thousand Dollars and 00/100 ($250,000.00), for a grand total not to exceed amount of Seven Hundred Fifty Thousand Dollars and 00/100 ($750,000.00) for the Term of the Agreement. C. On May 24, 2019, Sports Field Services submitted a letter to City to request to use one of the extensions, as further defined in Section 1.2 of the Agreement, extending the term date to December 31, 2020. D. On May 12, 2020, Sports Field Services submitted a letter to City to request to use the remaining term extension, as further defined in Section 1.2 of the Agreement, extending the term date to December 31, 2021. E. The parties desire to enter into this Assignment to assign the rights under the Agreement from CSA Holdings, Inc. to CSA Holdings, Inc., doing business as ("DBA") Sports Field Services. F. In addition, the parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement, amend the Schedule of Billing Rates, extend the term of the Agreement to December 31, 2021, amend the Administration, Conflicts of Interest, Notices, Claims sections, and update Insurance requirements. CSA Holdings, Inc. DBA Sports Field Services Page 1 NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. ASSIGNMENT As of the Effective Date, CSA Holdings, Inc., a California corporation, DBA Sports Field Services hereby accepts such assignment and hereby assumes, agrees and undertakes to perform all obligations of CSA Holdings, Inc., pursuant to the Agreement as of the Effective Date. Any reference to CSA Holdings, Inc. and/or Contractor in the Agreement, shall be deemed to be a reference to CSA Holdings, Inc., DBA Sports Field Services. 2. CITY CONSENT TO ASSIGNMENT Pursuant to Section 16 of the Agreement, City approves of this Assignment. 3. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on December, 31, 2021 unless terminated earlier as set forth herein." 4. COMPENSATION TO CONTRACTOR Exhibit B to the Agreement shall be amended in its entirety and replaced with the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference. Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Contractor for the Services on a time and expense not -to -exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's annual compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Two Hundred Fifty Thousand Dollars and 00/100 ($250,000.00), for a grand total not to exceed amount of Eight Hundred Seventy Thousand Dollars and 00/100 ($870,000.00) for the Term of this Agreement, without prior written amendment to the Agreement. " The total amended compensation reflects Contractors's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in an amount not to exceed One Hundred Twenty Dollars and 00/100 ($120,000.00). 5. ADMINISTRATION Section 6 of the Agreement is amended in its entirety and replaced with the following: "This Agreement will be administered by the Public Works Department. City's Director of Public Works or designee shall be the Project Administrator and shall have the CSA Holdings, Inc. DBA Sports Field Services Page 2 authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement." 6. CONFLICTS OF INTEREST Section 23 of the Agreement is amended in its entirety and replaced with the following: "23.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 23.2 If subject to the Act and/or Government Code §§ 1090 et seq., Contractor shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section." 7. NOTICES Sections 24.2 & 24.3 of the Agreement are amended in its entirety and replaced with the following: 24.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Director of Public Works Public Works City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 24.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Mannie Adams CSA Holdings, Inc. dba Sports Field Services 27762 Antonio Pkwy L1-609 Ladera Ranch, CA 92694 8. CLAIMS Section 25 of the Agreement is amended in its entirety and replaced with the following: "25.1 Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those CSA Holdings, Inc. DBA Sports Field Services Page 3 previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 25.2 To the extent that Contractor's claim is a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, the Parties agree to follow the dispute resolution process set forth therein. Any part of such "Claim" remaining in dispute after completion of the dispute resolution process provided for in Public Contract Code section 9204 or any successor statute thereto shall be subject to the Government Claims Act requirements requiring Contractor/Consultant to file a claim in strict conformance with the Government Claims Act. To the extent that Contractor's claim is not a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, Contractor shall be required to file such claim with the City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.)." 9. INSURANCE Exhibit C of the Agreement shall be deleted in its entirety and replaced with Exhibit C, attached hereto and incorporated herein by reference. Any reference to Exhibit C in the Agreement shall hereafter to Exhibit C attached hereto. 10. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. 11. COUNTERPARTS This Assignment and Amendment No. Two may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] CSA Holdings, Inc. DBA Sports Field Services Page 4 IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement and Amendment No. One on the date first above written. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:— Iz / 2=� Zo FAQ: Aaron C. Harp City Attorney 0� Date-- EST: 011-1020 By. Leilani I. Brown City Clerk Attachments: CITY OF NEWPORT BEACH, a Califorr' mun.cipal corporation Date: /?/ By: AOA Grace K. Leung City Manager CONTRACTOR: CSA HOLDINGS, INC., a California corporation Date: Signed in Counterpart Mannie Adams Chief Executive Officer/Secretary CSA HOLDINGS, INC., A CALIFORNIA CORPORATION, doing business as ("DBA") SPORTS FIELD SERVICES Date: Signed in Counterpart Mannie Adams Chief Executive Officer/Secretary [END OF SIGNATURES] Exhibit C — Insurance Requirements CSA Holdings, Inc. DBA Sports Field Services Page 5 IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement and Amendment No. One on the date first above written. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: -7 /2 2 /ZpZ,-1 CITY OF NEWPORT BEACH, a California municipal corporation Date: By: a2- `J---- By: Aaron C. Harp u Grace K. Leung City Attorney City Manager ATTEST: CONTRACTOR: CSA HOLDINGS, INC., a Date: California cofpor tion Date: -7/2R/20 By: BY: Com-- Leilani I. Brown Manni Adams City Clerk Chief Executive Officer/Secretary CSA HOLDINGS, INC., A CALIFORNIA CORPORATION, doing business as ("DBA") SPORT FIELD SERVICES Date: -7ZiaZO By: �---- Man e Adams Chief Executive Officer/Secretary [END OF SIGNATURES] Attachments: Exhibit C - Insurance Requirements CSA Holdings, Inc. DBA Sports Field Services Page 5 EXHIBIT C INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor CSA Holdings, Inc. DBA Sports Field Services Page C-1 arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. B. Additional Insured Status. All liability policies including general liability, products and completed operations, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor 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 and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of CSA Holdings, Inc. DBA Sports Field Services Page C-2 insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. 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 Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. 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 requirements unless approved by City. CSA Holdings, Inc. DBA Sports Field Services Page C-3 G. City Remedies for Non -Compliance. If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Contractor's Insurance. Contractor 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. CSA Holdings, Inc. DBA Sports Field Services Page C-4 From: Rimes, Raymund To: Morgan, Shelby Subject: FW: Compliance Alert -Vendor Number 8282-1 Date: Wednesday, August 5, 2020 5:28:41 PM -----Original Message ----- From: Customer Service <customerservice@ebix.com> Sent: Wednesday, August 05, 2020 5:27 PM To: Reyes, Raymund <rreyes@newportbeachca.gov>; Insurance <insurancegnewportbeachea.gov> Cc: sagar@ebix.com Subject: Compliance Alert -Vendor Number 8282-1 [EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe. This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate of insurance requirements. 8282-1 CSA Holdings, dba Sports Field Services Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.