HomeMy WebLinkAboutStaff Report 5.G 5/19/2014DATE: May 19, 2014
TO: Honorable Mayor and Members of the City Council through City Manager
FROM: Scott Brodlmn, Assistant City Manager
SUBJECT: Resolution Approving Agreements with Mentor Me Petaluma to Occupy the
Cavanagh Recreation Center and Provide Service to the Community for Use of
the Facility
RECOMMENDATION
It is recommended that the City Council adopt the attached Resolution Approving Agreements
with Mentor Me Petaluma to Occupy the Cavanagh Recreation Center, to Provide Services that
Support Recreational Use of the Building by the Community, to Plan and Fund Approved
Renovations, and Authorizing the City Manager to Execute Such Agreements.
BACKGROUND
The Cavanagh Recreation Center has been among the City's inventory of facilities for several
years. The Boys and Girls Club opened the facility in 1958. In the fall of 1996 the City
purchased the facility from the Boys and Girls Club, and in 1997 began operating the (renamed)
Cavanagh Recreation Center, including a Boys and Girls Club programming element. hi spring
2011 the Boys and Girls Club discontinued operating from the site.
At the Recreation, Music and Parks Commission (RMPC) meeting in October 20133, the
Commission received a report from the Executive Director of Mentor Me Petaluma. The verbal
report and written materials provided Commissioners with a deeper level of understanding of the
current Mentor Me program. As well, at the same meeting the Commissioners engaged in
discussion relative to a potential partnership between Mentor Me and the City, whereby Mentor
Me would occupy and operate the Cavanagh Recreation Center. In the subsequent November
meeting of the Commission, staff led Commissioners on a tour of the Cavanagh Center.
City staff and representatives of Mentor Me have engaged in discussions focused on the possible
use of the Cavanagh Recreation Center for on-going Mentor Me operations, as well as for
operational oversight to assure continued access to the facility by existing and future users. The
meetings have resulted in agreement over a variety of conditions that must exist if such a
partnership is to work.
Agenda Rev'e
City Attorney
Finance Director
City ManageQ-�� ...
At the regular March meeting of the RMPC, the Commission took action recommending City
Council support for an agreement between the City and Mentor Me for occupancy and operation
of the Cavanagh Center by Mentor Me.
DISCUSSION
Current use of the Cavanagh facility includes year around aquatics programming; open gym play
for basketball and volleyball 6 days per week; Senior Center ping pong and fitness several days a
week; City Camp K-2 for 9 weeks during summer; youth basketball and volleyball camps 20-25
days per year; Boys and Girls Club and CYO youth basketball; and, until July 2013, office space
for the Recreation Supervisor. While these various uses represent an important element to
overall recreation programming, staffing and budget reductions over the last several years have
precluded fill programming of the site. As previously mentioned, the Boys and Girls Club
discontinued daily use of the site in 2011. The facility is generally rmderutilized, and is in need
of maintenance and renovation.
The City allocates nearly $20,000 annually from its Parks and Recreation budget for Cavanagh
Center operations, and expends and additional $5,000 to $10,000 annually from its Public Works
budget for custodial services and facility maintenance. Nearly $10,000 per year in revenue can
be attributed to facility use, thus the City allocates a net of approximately $15,000 to $20,000
annually to keep the facility open. A partnership with Mentor Me Petaluma for use of the facility
could benefit the City in a variety of ways and would include the shifting of building costs from
the City to Mentor Me. Given the fiscal constraints the City has faced since 2008, all cost
savings the City can generate are meaningftil.
In addition to the cost savings involved with such a building use, there is clearly a need served
through greater utilization of the building. As well, the potential exists for significant facility
improvement through an arrangement with Mentor Me Petaluma by virtue of the access to
funding that is afforded non-profit organizations, as well as the volunteer work force that comes
with such an organization. Additionally, the Mentor Me program is providing a service and
meeting needs directly focused on the youth of the community. A partnership for facility use
will support the existing Mentor Me program and will allow for growth of the program that
meets significant community needs.
Finally, and a cornerstone to the proposal_ the agreement is structured such that Mentor Me
Petaluma will provide all services necessary to assure continued access to the facility by current
recreation users, as well as future community users.
In October the Parks and Recreation staff solicited RMPC input and that response suggested an
operating or other form agreement for building use should, as much as possible, protect existing
uses, transfer liability, and maintain accessibility to the com1111mity. As well, the Commission
recommended that the pool should remain a separate space trader the City's management and
control. Toward that end, an agreement has been prepared and includes the following salient
points;
1) The agreement acknowledges that the City is operating the Cavanagh Recreation Center at a
deficit; that the City deems the facility an important community recreation asset and places a
high priority on its continued availability; and, that in exchange for use of the building for
Mentor Me Petaluma programs and services, Mentor Me Petaluma will provide all services
necessary to assure continued use of the building by current and future recreation users, and
will maintain and renovate the facility using Mentor Me Petaluma resources.
2) Mentor Me will have the right to use the premises for the purposes outlined in the agreement;
essentially, purposes directly related to activities necessary to provide mentoring services to
the community and for community recreation and special event programs.
3) Mentor Me will make portions of the facility available for community rentals to groups for
recreational and other similar special events, short-term and short duration public purposes.
Mentor Me cannot enter into any forni of agreement permitting on-going and/or long term
use of the Cavanaugh Recreation Center by third parties, but rather must operate the
Cavanagh Recreation Center for community and recreation use. Mentor Me must seek City
evaluation of facility rentals that are other than short term recreational or community use.
All use must be appropriate to the building and its location in the community and
neighborhood and be consistent with traditional recreation and community use of a public
building.
4) Mentor Me is required to make the facility available to the community for recreational and
general community use corder a fee structure that is intended to capture costs to provide
service and that is subject to review by the City. Rental fee revenue is 100% retained by
Mentor Me and shall be used for Mentor Me program purposes, including operations,
maintenance and repair of the Recreation Center.
5) Mentor Me is required to assure that activities at the Cavanaugh Center are appropriate for
the facility and neighborhood. Under the proposed arrangement the City will be authorized
to review and approve and/or require modifications to activities of Mentor Me or other
Cavanaugh Center users that could negatively impact the neighborhood.
6) Current City sponsored or supported users of the Cavanaugh Center and other users will be
permitted to continue their use of the Cavanaugh Center while it is managed by Mentor Me
pursuant to the proposed agreement.
7) The term of the initial agreement is proposed to be 5 years, with an allowed extension of 5
years subject to the sole discretion of the City. In evaluating an extension to the initial
agreement, the City shall consider the condition of the building, status of renovation plans,
the extent of conununity use of the facility, and recreation need.
8) In exchange for maintaining, renovating and operating the building, and for assuring
continued availability for existing and future community recreation use, a nominal fee for use
by Mentor Me is proposed of $l per year.
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9) Mentor Me will engage in renovation of the facility, and must present all renovations plans to
the City for review and approval. Nothing in the agreement alters the normal course of
permitting and review of any project or renovation, thus Mentor Me must seek all necessary
and required reviews and approvals, in addition to the initial review conducted by City staff.
In initially evaluating renovation proposals, staff will consider the impact of the renovation
on current and future recreation use of the building and will assure that potential future
recreation use is not compromised by such renovation.
10) Upon occupancy, Mentor Me will become responsible for all utilities serving the premises
and for all maintenance and operational costs.
11)Mentor Me must assure maintenance of all building systems and fixtures, both inside and
outside, is sufficient to allow for the safe operation, and commits to returning the facility to
the City in a condition similar to or improved from the time of occupancy. The City has right
of inspection as needed to assure appropriate level of maintenance.
12) Should the City consider sale of the facility, Mentor Me would have a first option to enter
into a purchase and sale agreement with the City. As well, Mentor Me will be required to
agree to the City's standard indemnification, and will be required to provide insurance as
prescribed by the City, including naming the City as additional insured.
13) Termination of the agreement is for breach, with an opportunity to cure. There is no
provision for termination for convenience by the City, as having such will impair Mentor
Me's ability to fundraise for renovations. However, the agreement will provide for
termination by mutual agreement, and as noted above, renewal of the agreement beyond the
initial term is subject to the City's discretion.
There are a variety of factors that positively contribute to this proposal, including; reducing costs
to the City; maintaining existing uses of the Cavanagh building; increased accessibility to the
building for community use; generally increased use of the building; program growth
opportunities for Mentor Me; and, the possibility of significant renovation of the building. At its
March 19, 2014 meeting, the RMPC took action recommending City Council support of an
agreement for Mentor Me to occupy and operate the Cavanagh Recreation Center.
The agreements that are attached as an exhibit to the resolution have been provided for review by
Mentor Me and its legal counsel. The resolution seeks authorization to execute the agreements
in substantially the same form as presented. It is possible that minor adjustments will be made
prior to final execution.
FINANCIAL IMPACTS
If approved, Mentor Me Petaluma will assume all responsibility for operating costs, including
utilities, immediately upon occupancy. hr 2012 the City spent approximately $24,500 on
Cavanagh Center operations, and in 2013 spent approximately $19,500. The 2014 budget for
Cavanagh Center operations is $18,310, and current estimates indicate use of the entire budget.
As well, the Public Works building maintenance cost center provides custodial support and
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building maintenance estimated to range from $5,000 to $10,000 annually. Current revenue is
approximately $10,000 per year. Thus, there is savings related to the agreement that is estimated
to range from $13,500 to $24,500 annually.
ATTACHMENTS
1. Resolution and Agreement with 5 Exhibits
ATTACHMENT #1
RESOLUTION APPROVING AN AGREEMENT WITH MENTOR ME PETALUMA TO
OCCUPY THE CAVANAGH RECREATION CENTER, TO PROVIDE SERVICES
THAT SUPPORT RECREATIONAL USE OF THE BUILDING BY THE COMMUNITY,
TO PLAN AND FUND APPROVED RENOVATIONS, AND AUTHORIZING THE CITY
MANAGER TO EXECUTE THE AGREEMENT
WHEREAS, The City currently operates the Cavanagh Recreation Center that consists
of grounds and a building consisting of a gymnasium, restrooms, office and various meeting and
recreation spaces; and,
WHEREAS, the Cavanagh Recreation Center is an important cominumity recreation
asset and provides space for recreation programs and occasional meetings, gatherings and
activities; and,
WHEREAS, The Cavanagh Recreation Center is currently operated at a deficit and the
City desires to transfer the financial responsibility while assuring continued availability and use
of the facility for community recreation; and,
WHEREAS, Mentor Me Petaluma is organized for the purpose of providing mentoring
services to the youth of the community of Petaluma and is willing to undertake the responsibility
of operating, maintaining and renovating the Cavanagh Recreation Center; and,
WHEREAS, Subject to the terms and in consideration of the rights granted to Mentor
Me Petaluma in accordance with the Agreements which are attached to and made part of this
resolution as Exhibit A, Mentor Me Petaluma will provide all services necessary to assure
continued availability of space for current and on-going programs, for general community use
and for operations, maintenance and renovations of the Cavanagh Recreation Center;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Petaluma,
as follows:
1. The proposed agreements between the City and Mentor Me Petaluma governing use
and operation of the Cavanagh Recreation Center which are attached to this resolution
as Exhibit A are hereby approved, and the City Manager is authorized to sign on
behalf of the City agreements substantially in accordance with those attached as
Exhibit A, subject to the conclusion of final agreement discussions between
representatives of Mentor Me Petaluma and the City.
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THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into and effective
as of , 20 ("Effective Date"), by and between the City of Petaluma, a
California municipal corporation and a charter city ("City") and Mentor Me California, a
California Nonprofit Corporation, Corporation no. C2935933 ("Mentor Me") (collectively, the
"Parties").
Background
A. Mentor Me is organized for the purpose of providing mentoring services to the youth
of the Petaluma community.
B. The City currently operates the Cavanaugh Recreation Center ("Center"), which
Center consists of grounds, a building consisting of approximately square feet
and a swimming pool, which is made available to the public for certain activities.
C. The City desires Mentor Me to utilize and operate the Center facilities, with the
exception of the swimming pool and related facilities required for operation of the
swimming pool, pursuant to a non-exclusive license agreement ("License Agreement")
with the City, and to contract with Mentor Me for services required to operate the
Center.
D. Those portions of the Center that are licensed to Mentor Me pursuant to the License
Agreement are described in Exhibit A to the License Agreement ("The Licensed
Premises").
E. The Center is currently operated at a fiscal deficit, and the City desires to transfer the
financial responsibility for operating the Licensed Premises to Mentor Me, and Mentor
Me is willing to undertake such responsibility pursuant to the terms of this Agreement.
F. The Center requires renovation, and in consideration for the rights granted to Mentor
Me pursuant to this Agreement and the License Agreement, and in accordance with
their terms, Mentor Me will renovate the Center at Mentor Me's expense.
G. The Center is an important community recreation asset and provides critical space for
recreation programs, special events and various meetings, gatherings and activities.
This Agreement and the related License Agreement are intended to ensure continued
availability of the Center for current and on-going recreation programs and for general
PROFESSIONAL SERVICES AGREEMENT–PREVAILING WAGES
(1037730) April 2009
community use in accordance with all applicable requirements for City public
recreational facilities.
In consideration of the mutual covenants contained in this Agreement, the Parties agree as
follows:
1. Services. Mentor Me shall provide the services as described in and in accordance with
Exhibit "A" attached hereto and incorporated herein ("Services").
2. Term. The term of this Agreement commences on the Effective Date, and expires on
("Expiration Date"), unless sooner terminated in accordance with Section 3, or
unless the term of this Agreement and/or the License Agreement are amended in
accordance with their terms. In the City's sole and exclusive discretion, the City may
extend the term of this Agreement and the License Agreement by up to an additional 5
years by amendment. Expiration or termination of this Agreement will result in
expiration or termination of the License Agreement without further action of the parties.
Upon termination, any and all of City's documents or materials provided to Mentor Me
and any and all of the documents or materials prepared for City or relating to the
performance of the Services, shall be delivered to the City as soon as possible, but not
later than fourteen (14) days after termination of the Agreement.
3. Termination.
a. Termination by Mutual Agreement. The parties may by mutual agreement
terminate this Agreement by amendment in accordance with section 23 .
b. Termination for Cause. Either party may give written notice in accordance with
section 19 to the other party of termination for cause specifying the other party's
failure(s) to comply with this Agreement giving rise to the notice of termination. The
party giving notice of termination must allow the other party a reasonable period,
specified in the notice, in which to cure that party's failure to comply with this
Agreement. Cause for termination shall include, but not be limited to, any breach of this
Agreement by Mentor Me or Mentor Me's bankruptcy or insolvency.
4. Mentor Me's Representation; Independent Contractor. Mentor Me represents that
Mentor Me possesses distinct professional skills in performing the Services. City has
relied upon said representation as a material inducement to enter into this Agreement.
Mentor Me shall, therefore, provide properly skilled professional and technical personnel
to perform all Services under this Agreement. It is expressly understood that Mentor Me
and its agents and employees shall act in an independent capacity and as an independent
contractor and not as officers, employees or agents of City. This Agreement shall not be
construed as an agreement for employment.
5. Licenses, Permits, Etc. Mentor Me shall, at Mentor Me's sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits or other such
approvals which are legally required for performing the Services.
6. Time. Mentor Me shall devote such time to the performance of the Services as may be
reasonably necessary for satisfactory performance of Mentor Me's obligations pursuant
to this Agreement.
PROFESSIONAL SERVICES AGREEMENT—PREVAILING WAGES X
(103773o) April 2009 �Jl
7. Inspection. Mentor Me shall provide the City every reasonable opportunity to ascertain
that the Services are being performed in accordance with the requirements and intentions
of this Agreement. All work done and materials furnished, if any, shall be subject to
inspection and approval by the City. The inspection of such work shall not relieve
Mentor Me of any of its obligations pursuant to this Agreement.
8. Progress Reports. Upon the City's request, Mentor Me shall provide, in a form
acceptable to City, written progress reports of all oral and written observations, opinions,
recommendations, analyses, progress and conclusions related to Mentor Me's
performance of the Services.
9. Confidentiality. In the course of Mentor Me's employment, Mentor Me may have
access to trade secrets and confidential information, disclosure of which is protected or
limited by law. Mentor Me shall not directly or indirectly disclose or use any such
confidential information, except as required for the performance of the Services.
10. Conflict of Interest. Mentor Me represents that it presently has no interest, and
covenants that it shall not acquire any interest, direct or indirect, financial or otherwise,
which would conflict in any manner or degree with the performance of the Services
hereunder. Mentor Me further covenants that, in the performance of this Agreement, it
shall not employ any subcontractor or person having such a conflict of interest. Mentor
Me represents that no one who has or will have any financial interest under the
Agreement is an officer or employee of City. If such conflict of interest arises during this
Agreement or any extension, Mentor Me will immediately advise City and City may, at
its sole discretion, terminate this Agreement for cause in accordance with section 3.
Certain Mentor Me officers, officials, employees or volunteers may be subject to the
requirements, including the disclosure and reporting requirements, of the City's Conflict
of Interest Code adopted pursuant to the Political Reform Act. Such individuals that may
be subject to the City's Conflict of Interest Code include those whose work may involve:
making government decisions regarding approval or adoption of rates, rules, or
regulations, action on permits or other applications, authorization to enter into or modify
contracts, or approval of plans, designs, reports, or studies. Mentor Me agrees to comply
fully with all such requirements to the extent they apply to Mentor Me's performance of
the Services.
11. Mentor Me No Agent. Except as City may specify in writing, Mentor Me shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Mentor Me shall have no authority, express or implied, pursuant to this
Agreement to bind City to any obligation whatsoever.
12. Standard of Performance. Mentor Me shall perform all the Services consistent with the
terms of this Agreement.
13. Assignment/Transfer. No assignment or transfer in whole or in part of this Agreement
shall be made without the prior written consent of City.
14. Subcontractors. Mentor Me shall directly perform all Services, and shall not
subcontract any portion of performance of the Services without the prior written consent
of City. Any such subcontractors shall be required to comply, to the full extent
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PROFESSIONAL SERVICES AGREEMENT -PREVAILING WAGES
(1037730) April 2009
applicable, with the terms and conditions of this Agreement, including but not limited to,
procuring and maintaining insurance coverage as required herein and which shall name
City as an additional insured.
15. Compliance With All Laws. Mentor Me shall fully comply with all applicable local,
state and federal rules, laws, regulations and ordinances pertaining to the performance of
the Services required hereunder, including but not limited to, the California Building
Standards Code as in effect in the City, the Americans with Disabilities Act, and any laws
and regulations related to any copyright, patent, trademark or other intellectual property
right involved in performance of the Services. In the event of Mentor Me's failure to
comply with any law(s) or regulation(s) applicable to the performance of the Services
hereunder, the City may terminate this Agreement in accordance with section 3. To the
extent that any other government agency or entity provides compensation for any of the
Services, Mentor Me shall comply with all rules and regulations applicable to such fiscal
assistance.
16. Prevailing Wages. This Agreement is subject to the requirements of the California
Prevailing Wage Law, California Labor Code Section 1720 et seq., and any of the
Services as described in Exhibit A that are subject to the Prevailing Wage law, such as
renovation of the Center, will be performed in accordance with all applicable
requirements of the California Prevailing Wage Law, including, but not limited to, all
applicable requirements contained in Exhibit D, which is attached to and made a part of
this Agreement.
17. Living Wage Ordinance. Without limiting the foregoing Section, Mentor Me shall
comply fully with all applicable requirements of Petaluma Municipal Code, Chapter 8.36,
Living Wage (the "Living Wage Ordinance"), as the same may be amended from time to
time. Upon the City's request Mentor Me shall promptly provide to the City documents
and information verifying Mentor Me's compliance with the requirements of the Living
Wage Ordinance, and shall within fifteen (15) calendar days of the Effective Date of this
Agreement, notify each of its affected employees as to the amount of wages and time off
that are required to be provided to them pursuant to the Living Wage Ordinance. The
Acknowledgement and Certification Pursuant to City of Petaluma Living Wage
Ordinance, attached to this Agreement at Exhibit E, shall be a part of this Agreement for
all purposes, and if Mentor Me is subject to Living Wage Ordinance requirements, as
determined by the City, Mentor Me must provide a properly completed Exhibit E in
accordance with the requirements of the Living Wage Ordinance. Mentor Me's
noncompliance with the applicable requirements of the Living Wage Ordinance shall
constitute cause for City's termination of this Agreement pursuant to Section 3 hereof.
18. Discrimination. During the performance of this Agreement, Mentor Me shall not
discriminate against any employee or applicant for employment because of race, religion,
creed, color, national origin, ancestry, gender, sexual orientation, age or physical or
mental disability in violation of any applicable law.
19. Notice. Except as otherwise specified in this Agreement, all notices to be sent pursuant
to this Agreement shall be made in writing, and sent to the Parties at their respective
addresses specified below or to such other address as a Party may designate by written
notice delivered to the other Party in accordance with this Section. All such notices shall
be sent by:
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(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall be
deemed delivered on receipt if delivery is confirmed by a return receipt;
(iii) nationally recognized overnight courier, with charges prepaid or charged to the
sender's account, in which case notice is effective on delivery if delivery is
confirmed by the delivery service; or
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal, provided that (a) a duplicate copy of the notice is promptly delivered
by first-class or certified mail or by overnight delivery, or (b) a transmission
report is generated reflecting the accurate transmission thereof. Any notice given
by facsimile shall be considered to have been received on the next business day if
it is received after 5:00 p.m. recipient's time or on a nonbusiness day.
City: City Clerk
City of Petaluma
Post Office Box 61
Petaluma, California 94953
Phone: (707) 778-4360
Fax: (707) 778-4554
Email: cityclerk@ci.petaluma.ca.us
Mentor Me:
And:
Assistant City Manager
11 English Street
Petaluma. California 94952
Phone: (707) 778-4345
Fax: (707) 778-4419
Email: citymgr@Dci.petaluma.ca.us
Phone:
Fax:
Email:
20. Ownership of Documents. All original papers, documents or computer material on disk
or microfilm, and copies thereof, produced as a result of this Agreement, shall be the
property of City and may not be used by Mentor Me without the written consent of City.
Copies of such documents or papers shall not be disclosed to others without the written
consent of the City Manager or his or her designated representative.
21. Indemnification. To the maximum extent permitted by law, Mentor Me shall, at its own
expense, indemnify, defend with counsel acceptable to the City, (which acceptance will
not be unreasonably withheld), and hold harmless City and its officers, officials,
employees, agents and volunteers ("Indemnitees") from and against any and all liability,
loss, damage, claims, suits, actions, arbitration proceedings, administrative proceedings,
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regulatory proceedings, civil penalties and fines, expenses and costs (including, without
limitation, claims expenses, attorney's fees and costs and fees of litigation) (collectively,
"Liability") of every nature, whether actual, alleged or threatened, arising out of or in
connection with the Services or Mentor Me's failure to comply with any of the terms of
this Agreement, regardless of any fault or alleged fault of the Indemnitees.
The Mentor Me's obligation to indemnify, defend and hold harmless under this provision
shall not be excused because of the Mentor Me's inability to evaluate Liability, or
because the Mentor Me evaluates Liability and determines that the Mentor Me is not or
may not be liable. The Mentor Me must respond within 30 calendar days to any tender
for defense and indemnity by the City, unless the time for responding has been extended
by an authorized representative of the City in writing. If the Mentor Me fails to accept
tender of defense and indemnity within 30 calendar days, in addition to any other
remedies authorized by law, so much of the money due or that may become due the
Mentor Me under this Agreement as shall reasonably be considered necessary by the
City, may be retained by the City until disposition has been made of the matter subject to
tender, or until the Mentor Me accepts the tender, whichever occurs first. In the event
that the City must file responsive documents in a matter tendered to Mentor Me prior to
Mentor Me's acceptance of tender, Mentor Me agrees to fully reimburse all costs,
including but not limited to attorney's fees and costs and fees of litigation, incurred by
the City in filing such responsive documents.
The Mentor Me waives any and all rights to express or implied indemnity against the
Indemnitees concerning any Liability of the Mentor Me arising out of or in connection
with the Services or Mentor Me's failure to comply with any of the terms of this
Agreement.
Notwithstanding the foregoing, to the extent this Agreement is a "construction contract"
as defined by California Civil Code Section 2783, as may be amended from time to time,
Mentor Me's duty to indemnify under this provision shall not apply when to do so would
be prohibited by California Civil Code Section 2782, as may be amended from time to
time.
Notwithstanding the foregoing, to the extent that the Services include design professional
services subject to California Civil Code Section 2782.8, as may be amended from time
to time, Mentor Me's duty to indemnify shall only be to the maximum extent permitted
by California Civil Code Section 2782.8.
22. Insurance. Mentor Me shall comply with the "Insurance Requirements for Consultants"
in Exhibit C-1, attached hereto and incorporated herein by reference.
23. Amendment. This Agreement may be amended only by a written instrument executed
by both Parties.
24. Litigation. If litigation ensues which pertains to the subject matter of Mentor Me's
services hereunder, Mentor Me, upon request from City, agrees to testify therein at a
reasonable and customary fee.
25. Construction. This Agreement is the product of negotiation and compromise on the part
of both Parties and that the Parties agree that, notwithstanding Civil Code section 1654,
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(1037730) April 2009
any uncertainty in the Agreement shall not be construed against the drafter of the
Agreement.
26. Governing Law; Venue. This Agreement shall be enforced and interpreted under the
laws of the State of California and the City of Petaluma. Any action arising from or
brought in connection with this Agreement shall be venued in a court of competent
jurisdiction in the County of Sonoma, State of California.
27. Non -Waiver. The City's failure to enforce any provision of this Agreement or the
waiver thereof in a particular instance shall not be construed as a general waiver of any
part of such provision. The provision shall remain in full force and effect.
28. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
29. No Third Party Beneficiaries. The Parties do not intend to create, and nothing in this
Agreement shall be construed to create any benefit or right in any third party.
30. Mediation. The Parties agree to make a good faith attempt to resolve any dispute arising
out of this Agreement through mediation prior to commencing litigation. The Parties
shall mutually agree upon the mediator and shall divide the costs of mediation equally.
31. Mentor Me's Books and Records.
A. Mentor Me shall maintain any and all ledgers, books of accounts, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating
to charges for services, or expenditures and disbursements charged to the City for
a minimum period of three (3) years or for any longer period required by law,
from the date of final payment to Mentor Me pursuant to this Agreement.
B. Mentor Me shall maintain all documents and records which demonstrate
performance under this Agreement for a minimum period of three (3) years or for
any longer period required by law, from the date of termination or completion of
this Agreement.
C. Any records or documents required to be maintained pursuant to this Agreement
shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Manager, City Attorney, City Finance
Director, or a designated representative of these officers. Copies of such
documents shall be provided to the City for inspection at Petaluma City Hall
when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Mentor Me's address indicated for receipt
of notices in this Agreement.
D. Where City has reason to believe that such records or documents may be lost or
discarded due to dissolution, disbandment or termination of Mentor Me's
business, City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and
documents be maintained in Petaluma City Hall. Access to such records and
documents shall be granted to any parry authorized by Mentor Me, Mentor Me's
representatives, or Mentor Me's successor in interest.
7
PROFESSIONAL SERVICES AGREEMENT -PREVAILING WAGES �3
(1037730) April 2009
32. Headings. The headings used in this Agreement are for convenience only and are not
intended to affect the interpretation or construction of any provisions herein.
33. Survival. All obligations arising prior to the termination or expiration of this Agreement
and all provisions of this Agreement allocating liability between City and Mentor Me
shall survive the termination or expiration of this Agreement.
34. Entire Agreement. This Agreement, including the exhibits attached hereto and
incorporated herein, constitutes the entire agreement between the Parties with respect to
the Services, and supersedes all prior agreements or understandings, oral or written,
between the Parties in this regard.
IN WITNESS WHEREOF, the parties hereto have executed this document the day, month and
year first above written.
CITY OF PETALUMA
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
APPROVED:
Department Director
APPROVED:
Risk Manager
APPROVED:
Finance Director
file name:
Exhibits
Exhibit A — Scope of Services
Exhibit B — License Agreement
MENTOR ME
By
Name
Title
Address
City State Zip
Taxpayer I.D. Number
s
PROFESSIONAL SERVICES AGREEMENT—PREVAILING WAGES r�
(1037730) April 2009
Exhibit C — Insurance Requirements
Exhibit D — Prevailing Wage Requirements
Exhibit E — Living Wage Requirements
PROFESSIONAL SERVICES AGRL•EMENT-PREVAILING WAGES
(1037730) April 2009
EXHIBIT A
Scope of Services
1) In exchange for the use of the Cavanaugh Recreation Center for Mentor Me Petaluma
programs and services, Mentor Me will provide all services necessary to assure continued use
of the Center by current and future recreation users, and will maintain and renovate the
Center using Mentor Me resources. Current uses of the Center that will be preserved during
Mentor Me's occupancy include, but are not limited to, open gym play for basketball and
volleyball, Senior Center ping pong and fitness, youth basketball and volleyball camps, and
Boys and Girls Club and CYO youth basketball. Current uses of the Center that will be
preserved during Mentor Me's occupancy also include year-round aquatics programming,
however, Mentor Me will not be responsible for maintenance or operations required for the
City pool or pool programs at the Center.
2) Mentor Me will use the Center for purposes directly related to activities necessary to provide
mentoring services to the community and for community recreation and special event
programs. Mentor me will maintain the Center in good and sanitary condition, schedule use
of the Center, collect Center use fees, supervise use of the Center in accordance with all
applicable regulations and policies governing use of City recreational facilities
3) Mentor Me will make portions of the Center available for community rentals to groups for
recreational and other similar special events, short-term and short duration public purposes.
Mentor Me cannot enter into any form of agreement permitting on-going and/or long term
use of the Cavanaugh Recreation Center by third parties, but rather must operate the
Cavanagh Recreation Center for community and recreation use. Mentor Me will seek City
evaluation of facility rentals that are other than short term recreational or community use.
All use must be appropriate to the building and its location in the community and
neighborhood and be consistent with traditional recreation and community use of a public
building. The City may review and approve and/or require modifications to activities of
Mentor Me or other Center users that could negatively impact the neighborhood.
4) Mentor Me is required to make the facility available to the community for recreational and
general community use under a fee stricture that is intended to capture costs to provide
service and that is subject to review and approval by the City. All rental fee revenue will be
retained by Mentor Me and be used for Mentor Me program purposes, including operations,
maintenance and repair of the Center.
5) Mentor Me will engage in renovation of the facility, and must present all renovations plans to
the City for review and approval and seek all required reviews and approvals, in addition to
the initial review of any proposed revision by City staff. In conducting evaluation of
renovation proposals, City staff will consider the impact of the renovation on current and
future recreation use of the Center to ensure that potential future recreation use is not
compromised by such renovation.
to
PROFESSIONAL SERVICES AGREEMENT- PREVAILING WAGES
(1037730) April 2009
6) Mentor Me will be responsible for all utilities serving the Center and for all maintenance and
operational costs except for costs related to the City pool at the Center.
7) Mentor Me will ensure that maintenance of all Center systems and fixtures, both inside and
outside, is sufficient to allow for the safe operation of the Center, and commits to returning
the Center to the City in a condition similar to that at the time of occupancy, subject to
improvements approved by the City and normal wear and tear.
11 /
PROFESSIONAL SERVICES AGREEMENT -PREVAILING WAGES /
(1037730) April 2009 !!!
EXHIBIT B
License Agreement
NON-EXCLUSIVE LICENSE AGREEMENT FOR USE OF THE CAVANAUGH
RECREATION CENTER BY MENTOR ME PETALUMA
This non-exclusive license agreement ("License Agreement") for use of the Cavanaugh Recreation
Center ("Center") located at 426 8"' Street in Petaluma, California, is made this day of
2014, by and between the City of Petaluma, a California charter city ("City"), with
its principal place of business located at 11 English Street, Petaluma, California, 94952, and Mentor
Me Petaluma, a California non-profit corporation, corporation number C2935933 ("Mentor Me"),
with its principal place of business located at .
Background
A. Mentor Me is organized for the purpose of providing mentoring services to the youth of
the Petaluma community.
B. The City currently operates the Center, which center consists of grounds, a building
consisting of approximately square feet and a swimming pool, which is made
available to the public for certain activities.
C. The City desires to grant a non-exclusive license to Mentor Me and Mentor Me desires to
obtain a non-exclusive license from the City to utilize and operate the Center facilities,
with the exception of the swimming pool and related facilities required for operation of
the swimming pool.
D. Those portions of the Center that are licensed to Mentor Me pursuant to this License
Agreement are described in Exhibit A to this Agreement ("The Licensed Premises")
E. The City reserves all uses of the Center other than those uses licensed pursuant to this
License Agreement. The uses reserved by the City include, but are not limited to, use of
the swimming pool and related facilities.
F. The Center is currently operated at a fiscal deficit, and the City desires to transfer the
financial responsibility for operating the Licensed Premises to Mentor Me, and Mentor
Me is willing to undertake such responsibility pursuant to the terms of this License
Agreement.
G. The Licensed Premises require renovation, and in consideration for the rights granted to
Mentor Me pursuant to this Agreement and in accordance with its terms, Mentor Me will
renovate the Licensed Premises at Mentor Me's expense.
H. The Center is an important community recreation asset and provides critical space for
recreation programs, special events and various meetings, gatherings and activities. This
License Agreement and the related Services Agreement are intended to ensure continued
community use in accordance with all applicable requirements for City public recreational
facilities.
In consideration of the promises and mutual covenants contained in this License Agreement, the
parties agree as follows:
1. Professional Services Agreement. Substantially concurrent with entering this Agreement,
the parties are entering a professional services agreement ("Services Agreement")
establishing the terms under which Mentor Me will perform services to operate and conduct
programs at the Licensed Premises. The entire Services Agreement and any exhibits are
made a part of this Agreement by reference.
2. License Grant. City grants to Mentor Me in accordance with the terms of this Agreement
the non-exclusive right to use the Licensed Premises, as defined in provision 3 of this
Agreement, solely for permitted uses as defined in provision 5 of this Agreement.
3. No Grant of Property Interest or Creation of Irrevocable License. The parties
understand and agree that the rights of Mentor Me under this Agreement are license rights,
and that this Agreement does not convey an interest or estate in the Licensed Premises, and
that Mentor Me's rights under this Agreement are personal to Mentor Me, non -transferable
and non -assignable (except as otherwise specified in provision 7. below), terminable by the
parties, and revocable by the City in accordance with the terms of this Agreement. Nothing
in this Agreement creates or may be construed to create rights of Mentor Me that are
property interests or estates, such as lease or easement rights, nor may any conduct of a party
or of the parties create or be construed to create such property interests or estates, or to create
a license coupled with an interest or an irrevocable license. As a material element of the
consideration for this Agreement, Mentor Me hereby waives, releases and disclaims on
behalf of Mentor Me and any successors and assigns of Mentor Me any interest or estate in
the Licensed Premises or license coupled with an interest or irrevocable license arising or
alleged to arise in connection with this Agreement.
4. Licensed Premises. The rights granted Mentor Me under this Agreement apply solely to
those portions of the Center licensed to Mentor Me pursuant to this Agreement. The
Licensed Premises are further described in Exhibit A which is attached to and made part of
this Agreement.
5. No Warranties. The City expressly disclaims any warranty of fitness of the Licensed
Premises for the use intended by Mentor Me and expressly disclaims any warranty of
merchantability. Mentor Me acknowledges that Mentor Me has had ample opportunity to
view, inspect and use the Licensed Premises, and has performed such inspection as Mentor
Me deems necessary, such that Mentor Me accepts the Licensed Premises in an as -is
condition, with all faults, and without any warranty whatsoever, express or implied. Mentor
Me relies entirely on its own judgment, inspection and evaluation, and not on any inspection,
test or representation by the City whether oral, written, or implied, as to the condition of the
Licensed Premises in any respect, including, but not limited to, their merchantability and/or
their fitness for any use or sale.
6. Term. The term of this Agreement shall commence on 2014
("Commencement Date") and expire on ("Expiration Date") unless the term of
this License Agreement and the Services Agreement are amended in accordance with their
terms. In the City's sole and exclusive discretion, the City may extend the term of this
License Agreement and the Services Agreement by up to an additional 5 years by
amendment. Expiration or termination of the Services Agreement will result in expiration or
termination of this License Agreement without further action of the parties.
7. License Payments. License payments of $1 per year must be paid before or by the
Commencement Date and on each anniversary of the Commencement Date while this
License Agreement remains in effect. Payments must be made payable to the City of
Petaluma and be delivered to the City at the address specified in provision of this License
Agreement.
8. Permitted Uses. Mentor Me's use of the Licensed Premises pursuant to this License
Agreement is limited to activities in support of providing mentoring services for the
Petaluma Community, operation, maintenance and rehabilitation of the Licensed Premises,
including operation of community recreation and special event programs, subject to the
terms of this License Agreement and the Services Agreement ("Permitted Uses"). The
Permitted Uses are further described in Exhibit A of the Services Agreement.
9. Utilities. Mentor me will be responsible for the payment of all utilities serving the Licensed
Premises during the term of this License Agreement, except for utilities serving the pool on
the Licensed premises.
10. Maintenance of Licensed Premises. Mentor Me agrees to keep the Licensed Premises in as
good condition as existed on the Commencement Date of the License Term, normal wear
and tear excepted, and to keep the Licensed Premises safe for use by Mentor Me and its
officials, officers, employees, agents, invitees, customers and any member of the public
using the Licensed Premises. Mentor Me will be responsible to repair any damage to the
Licensed Premises resulting from Mentor Me's use of the Licensed Premises pursuant to this
License Agreement. Subject to Mentor Me's rights under provision, upon expiration or
termination of this License Agreement, Mentor Me will surrender the Licensed Premises in
as good a condition as existed on the Commencement Date of the License Term, normal
wear and tear excepted.
11. Termination. This License Agreement may be terminated as follows:
a. Termination of the Services Agreement. This License Agreement will terminate
upon termination of the Services Agreement without further action by the parties.
b. Termination by Mutual Agreement. The parties may by mutual agreement
terminate this License Agreement by amendment in accordance with provision.
C. Termination for Cause. Either party may give written notice in accordance with
provision to the other party of termination for cause specifying the other party's failure(s) to
comply with this License Agreement giving rise to the notice of termination. The party
,G)
giving notice of termination must allow the other party a reasonable period, specified in the
notice, in which to cure that parry's failure to comply with this License Agreement.
12. No Unauthorized Assignment, 5ublicensing or Delegation. Mentor Me may not assign or
sublicense Mentor Me's rights under this License Agreement or delegate any of Mentor
Me's obligations under this License Agreement without the prior written consent of City,
and any purported assignment, sublicense, or delegation without prior written City consent
will be void.
13. Renovation or Alteration of Licensed Premises. Mentor Me may seek and City may grant
approval to alter or renovate the Licensed Premises. Any approved alteration or renovation
of the Licensed Premises will be subject to all applicable laws and regulations, and will be
made at Mentor Me's sole expense, unless the parties agree otherwise in writing. Mentor
Me may not make any alterations, install any fixtures, or make any additions, renovations or
improvements to the Licensed Premises without the prior written consent of the City.
Mentor Me will be responsible for obtaining all required permits, including, but not limited,
to building permits, prior to commencing work on any renovations or alterations authorized
by the City pursuant to this provision. Any City -authorized alterations, fixtures, additions or
improvements pursuant to this provision shall be the property of the City, and may not be
altered or removed without the City's prior written consent.
14. Right of Entry. City will have the right to enter the Licensed Premises at all reasonable
times, to inspect the Licensed Premises to ensure compliance with this License Agreement
and provide for public safety. City shall endeavor to provide Mentor Me advance notice of
inspections and to permit Mentor Me to be present during inspections.
15. Right of First Offer. If during the term of this License Agreement the City elects to sell the
Licensed Premises, City must first give Mentor Me written notice in accordance with
provision . Mentor Me will have days from the date of the notice to give the City written
notice in accordance with provision of intent to purchase the Licensed Premises and to
conclude an agreement with the City to purchase of the Licensed Premises. If Mentor Me
fails to give notice of intent to purchase or to conclude a purchase agreement within the time
specified in this provision, the City will be free to sell the Licensed Premises to any party.
16. Government Regulations. Mentor Me must comply with all statutes, ordinances and
regulations of applicable to the use of the Licensed Premises pursuant to this License
Agreement.
17. Indemnification. To the maximum extent permitted by law, Mentor Me shall, at its own
expense, indemnify, defend with counsel acceptable to the City, (which acceptance will not
be unreasonably withheld), and hold harmless City and its officers, officials, employees,
agents and volunteers ("Indemnitees") from and against any and all liability, loss, damage,
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, civil penalties and fines, expenses and costs (including, without limitation,
claims expenses, attorney's fees and costs and fees of litigation) (collectively, "Liability") of
every nature, whether actual, alleged or threatened, arising out of or in connection with
Mentor Me's use of the Licensed Premises or Mentor Me's failure to comply with any of the
terms of this License Agreement, regardless of any fault or alleged fault of the Indemnitees.
Mentor Me's obligation to indemnify, defend and hold harmless under this provision shall
not be excused because of Mentor Me's inability to evaluate Liability, or because Mentor
Me evaluates Liability and determines that Mentor Me is not or may not be liable. Mentor
Me must respond within 30 calendar days to any tender of defense and indemnity by the
City, unless the time for responding has been extended by an authorized representative of the
City in writing. In the event that the City must file responsive documents in a matter
tendered to Mentor Me prior to Mentor Me's acceptance of tender, Mentor Me agrees to
fully reimburse all costs, including but not limited to attorney's fees and costs and fees of
litigation, incurred by the City in filing such responsive documents.
Mentor Me waives any and all rights to express or implied indemnity against the
Indemnitees concerning any Liability of Mentor Me arising out of or in connection with
Mentor Me's use of the Licensed Premises or Mentor Me's failure to comply with any of the
terms of this License Agreement.
Notwithstanding the foregoing, to the extent this License Agreement is a "construction
contract" as defined by California Civil Code Section 2783, as may be amended from time to
time, Mentor Me's duty to indemnify trader this provision shall not apply when to do so
would be prohibited by California Civil Code Section 2782, as may be amended from time
to time.
Notwithstanding the foregoing, to the extent that Mentor Me's use of the Licensed Premises
includes design professional services subject to California Civil Code Section 2782.8, as
may be amended from time to time, Mentor Me's duty to indemnify shall only be to the
maximum extent permitted by California Civil Code Section 2782.8.
18. Insurance. Mentor Me shall procure and maintain in effect for the duration of this License
Agreement insurance in accordance with this provision, and Exhibit B which is attached to
and made a part of this License Agreement. Exhibit B sets forth the minimum kinds and
amounts of insurance that Mentor Me must maintain pursuant to this License Agreement, as
well as required endorsements and other requirements.
19. Notices. Notice pursuant to this License Agreement will be given as follows:
City: Assistant City Manager
City of Petaluma
11 English Street
Petaluma, CA 94952
Mentor Me:
Q
20. Statutory Notice Regarding Possessory Interest Tax. Mentor Me is advised that under
California Revenue and Taxation Code Section 107.6, execution of this License Agreement
may create a possessory interest in Mentor Me subject to property taxation. Mentor Me
hereby agrees that if such possessory interest is created and such interest is subject to
property taxation, Mentor Me will be solely responsible for the payment of said property
taxes levied on any such interest.
21. Attorneys Fees. If either party brings legal action arising out of this License Agreement, the
prevailing party in that action will be entitled to recover in addition to that party's court costs
reasonable attorneys fees to be fixed by the court.
22. Amendment. This License Agreement may be amended only by a written instrument
executed by authorized representatives of each party.
23. Construction. This License Agreement is the product of negotiation and compromise on
the part of both parties and that the parties agree that, notwithstanding Civil Code section
1654, any uncertainty in the License Agreement shall not be construed against the drafter of
the License Agreement.
24. Governing Law and Venue. This License Agreement shall be enforced and interpreted
under the laws of the State of California and the City of Petaluma. Any action arising from
or brought in connection with this License Agreement shall be venued in a court of
competent jurisdiction in the County of Sonoma, State of California.
25. Non -Waiver. The failure to enforce any provision of this License Agreement or the waiver
thereof in a particular instance shall not be construed as a general waiver of any part of such
provision, and the provision shall remain in full force and effect.
26. Severability. If any term or portion of this License Agreement is held to be invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this License Agreement shall continue in full force and effect.
27. No Third Party Beneficiaries. The parties do not intend to create, and nothing in this
License Agreement shall be construed to create any benefit or right in any third party.
28. Headings. The headings used in this License Agreement are for convenience only and are
not intended to affect the interpretation or construction of any provisions herein.
29. Survival. All obligations arising prior to the expiration or termination of this License
Agreement and all provisions of this License Agreement allocating liability between City
and Licensee shall survive the expiration or termination of this Agreement.
30. Entire Agreement. This License Agreement, including all exhibits, constitutes the entire
agreement between the parties and supersedes all prior agreements or understandings, oral or
written, between the parties concerning the subject matter of this License Agreement.
c3
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.
CITY
John C. Brown, City Manager
ATTEST:
Claire Cooper, City Clerk
APPROVED AS TO FORM:
Eric Danly, City Attorney
List of Exhibits
Exhibit A — Licensed Premises
Exhibit B — Insurance Requirements
MENTOR ME PETALUMA
c;C 4
EXHIBIT C
INSURANCE REQUIREMENTS
Consultant's performance of the Services under this Agreement shall not commence until
Consultant shall have obtained all insurance required under this paragraph and such insurance
shall have been approved by the City Attorney as to form and the Risk Manager as to carrier and
sufficiency. All requirements herein provided shall appear either in the body of the insurance
policies or as endorsements and shall specifically bind the insurance carrier.
Consultant shall procure and maintain for the duration of the contract all necessary insurance
against claims now and in the future for injuries to persons or damages to property which may
arise from or in connection with the performance of the Services by the Consultant, the
Consultant's agents, representatives, employees and subcontractors.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage:
a. Personal injury;
b. Contractual liability.
2. Insurance Services Office form covering Automobile Liability, code 1 (any auto).
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
4. Such other insurance coverages and limits as may be required by the City.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $,1,000,000 per occurrence for bodily injury, personal injury
and property damage. If Commercial General Liability Insurance or other form
with a general aggregate liability is used, either the general aggregate limit shall
apply separately to this Agreement or the general aggregate limit shall be twice
the required occurrence limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property
damage.
3. Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident.
Bodily Injury by Disease - $1,000,000 policy limit.
Bodily Injury by Disease - $1,000,000 each employee.
4. Such other insurance coverages and limits as may be required by the City.
C. Deductibles and Self -Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City.
At the option of the City, either: the insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects the City, its officers, officials, employees, and
volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
Pale 1 of 2
INSURANCE REQUIREMENTS (City)
April 2010
D. Other Insurance Provisions
The required general liability and automobile policies are to contain, or be endorsed to
contain the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be
covered as Additional Insureds as respects: liability arising out of activities
performed by or on behalf of the Consultant; products and completed operations
of the Consultant; premises owned, occupied or used by the Consultant; or
automobiles owned, leased, hired or borrowed by the Consultant. The coverage
shall contain no special limitations on the scope of protection afforded to the City,
its officers, officials, employees, agents or volunteers.
2. For any claims related to this project, the Consultant's insurance coverage shall be
primary insurance as respects the City, its officers, officials, employees, agents
and volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees, agents or volunteers shall be excess of the
Consultant's insurance and shall not contribute with it.
3. Any failure to comply with reporting or other provisions of the policies including
breaches of warranties shall not affect coverage provided to the City, its officers,
officials, employees, agents or volunteers.
4. The Consultant's insurance shall apply separately to each insured against whom
claim is made or suit is brought except, with respect to the limits of the insurer's
liability.
5. Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either party, reduced in
coverage or in limits except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been given to the City.
6. Consultant agrees to waive subrogation rights against City regardless of the
applicability of any insurance proceeds, and to require all contractors,
subcontractors or others involved in any way with the Services to do likewise.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than
ANII.
F. Verification of Coverage
Consultant shall furnish the City with original endorsements effecting coverage required
by this clause. The endorsements are to be signed by a person authorized by that insurer
to bind coverage on its behalf. All endorsements are to be received and approved by the
City before the Services commence.
Page 2 of 2
INSURANCE REQUIREMENTS (City)
April 2010 C2�//
PREVAILING WAGE EXHIBIT D
MISMOMOINAMOMIN
A. In accordance with California Labor Code Section 1810, eight (8) hours of labor in
performance of the Services shall constitute a legal day's work under this Agreement.
B. In accordance with California Labor Code Section 1811, the time of service of any
worker employed in performance of the Services is limited to eight hours during any one
calendar day, and forty hours during any one calendar week, except in accordance with
California Labor Code Section 1815; which provides that work in excess of eight hours
during any one calendar day and forty hours during any one calendar week is permitted
upon compensation for all hours worked in excess of eight hours during any one calendar
day and forty hours during any one calendar week at not less than one -and -one-half times
the basic rate of pay.
C. The Consultant and its subconsultants shall forfeit as a penalty to the City $25 for each
worker employed in the performance of the Services for each calendar day during which
the worker is required or permitted to work more than eight (8) hours in any one calendar
day, or more than forty (40) hours in any one calendar week, in violation of the
provisions of California Labor Code Section 1810 and following.
WAGES:
A. In accordance with California Labor Code Section 1773.2, the City has determined the
general prevailing wages in the locality in which the Services are to be performed for
each craft or Type of work needed to be as published by the State of California
Department of Industrial Relations, Division of Labor Statistics and Research, a copy of
which is on file with the City and shall be made available on request. The Consultant and
subconsultants engaged in the performance of the Services shall pay no less than these
rates to all persons engaged in performance of the Services.
B. In accordance with Labor Code Section 1775, the Consultant and any subconsultants
engaged in performance of the Services shall comply Labor Code Section 1775 which
establishes a penalty of up to $50 per day for each worker engaged in the performance of
the Services that the Consultant or any subconsultant pays less than the specified
prevailing wage. The amount of such penalty shall be determined by the Labor
Commissioner and shall be based on consideration of the mistake, inadvertence, or
neglect of the Consultant or subconsultant in failing to pay the correct rate of prevailing
wages, or the previous record of the Consultant or subconsultant in meeting applicable
prevailing wage obligations, or the willful failure by the Consultant or subconsultant to
pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing
to pay the correct rate of prevailing wages is not excusable if the Consultant or
subconsultant had knowledge of their obligations under the California Labor Code. The
Prevailing Wage Exhibit for Service Agreements
Provisions Required Pursuant to California Labor Code 4 1720 el seq.
(1037776)(Sept 2007)
Consultant or subconsultant shall pay the difference between the prevailing wage rates
and the amount paid to each worker for each calendar day or portion thereof for which
each worker was paid less than the prevailing wage rate. If a subconsultant worker
engaged in performance of the Services is not paid the general prevailing per diem wages
by the subconsultant, the Consultant is not liable for any penalties therefore unless the
Consultant had knowledge of that failure or unless the Consultant fails to comply with all
of the following requirements:
1. The Agreement executed between the Consultant and the subconsultant for the
performance of part of the Services shall include a copy of the provisions of
California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815.
2. The Consultant shall monitor payment of the specified general prevailing rate of
per diem wages by the subconsultant by periodic review of the subconsultant's
certified payroll records.
3. Upon becoming aware of a subconsultant's failure to pay the specified
prevailing rate of wages, the Consultant shall diligently take corrective
action to halt or rectify the failure, including, but not limited to, retaining
sufficient funds due the subconsultant for performance of the Services.
4. Prior to making final payment to the subconsultant, the Consultant shall obtain an
affidavit signed under penalty of perjury from the subconsultant that the
subconsultant has paid the specified general prevailing rate of per diem wages
employees engaged in the performance of the Services and any amounts due
pursuant to California Labor Code Section 1813.
C. In accordance with California Labor Code Section 1776, the Consultant and each
subconsultant engaged in performance of the Services, shall keep accurate payroll records
showing the name, address, social security number, work classification, straight time and
overtime hours worked each day and week, and the actual per diem wages paid to each
journeyman, apprentice, worker, or other employee employed in performance of the
Services. Each payroll record shall contain or be verified by a written declaration that it
is made under penalty of perjury, stating both of the following:
The information contained in the payroll record is true and correct.
2. The employer has complied with the requirements of Sections 1771, 1811, and
1815 for any Services performed by the employer's employees on the public
works project.
The payroll records required pursuant to California Labor Code Section 1776 shall be
certified and shall be available for inspection by the Owner and its authorized
representatives, the Division of Labor Standards Enforcement, the Division of
Apprenticeship Standards of the Department of Industrial Relations and shall otherwise
be available for inspection in accordance with California Labor Code Section 1776.
Prevailing Wage Exhibit for service Agreements
Provisions Required Pursuant to California Labor Code § 1720 er seq,
(1037770)(Sept2007)
D. In accordance with California Labor Code Section 1777.5, the Consultant, on behalf of
the Consultant and any subconsultants engaged in performance of the Services, shall be
responsible for ensuring compliance with California Labor Code Section 1777.5
governing employment and payment of apprentices on public works contracts.
E. In case it becomes necessary for the Consultant or any subconsultant engaged in
performance of the Services to employ on the Services any person in a trade or
occupation (except executive, supervisory, administrative, clerical, or other non manual
workers as such) for which no minimum wage rate has been determined by the Director
of the Department of Industrial Relations, the Consultant shall pay the minimum rate of
wages specified therein for the classification which most nearly corresponds to Services
to be performed by that person. The minimum rate thus furnished shall be applicable as a
minimum for such trade or occupation from the time of the initial employment of the
person affected and during the continuance of such employment.
file name.
Prevailing Wage Exhibit for Service Agreements
Provisions Required Pursuant to California Labor Code § 1720 el seq,
(1037776)(Sept 2007)
ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO
CITY OF PETALUMA LIVING WAGE ORDINANCE
PETALUMA MUNICIPAL CODE CHAPTER 8.36
The City of Petaluma Living Wage Ordinance ("Ordinance"), Petaluma Municipal Code Chapter
8.36, applies to certain service contracts, leases, franchises and other agreements or funding
mechanisms providing financial assistance (referred to hereafter as an "Agreement") between
the City of Petaluma ("City") and/or the Petaluma Community Development Commission
("PCDC") and contractors, lessees, franchisees, and/or recipients of City and/or PCDC funding
or financial benefits ("covered entities").
Pursuant to Petaluma Municipal Code Section 8.36.120, as part of any bid, application or
proposal for any Agreement subject to the Ordinance, the covered entity shall:
® Acknowledge that the covered entity is aware of the Ordinance and intends to comply
with its provisions.
Complete the Report of Charges, Complaints, Citations and/or Findings contained in this
Acknowledgement and Certification by providing information, including the date, subject
matter and manner of resolution, if any, of all wage, hour, collective bargaining,
workplace safety, environmental or consumer protection charges, complaints, citations,
and/or findings of violation of law or regulation by any regulatory agency or court
including but not limited to the California Department of Fair Employment and Housing,
Division of Occupational Safety and Health (OSHA), California Department of Industrial
Relations (Labor Commissioner), Environmental Protection Agency and/or National
Labor Relations Board, which have been filed or presented to the covered entity within
the ten years immediately prior to the bid, proposal, submission or request.
Pursuant to Petaluma Municipal Code Section 8.36.120, before the beginning of the term of any
covered Agreement, or prior to the execution of said Agreement by the City or the PCDC, each
covered entity shall certify that its employees are paid a living wage that is consistent with
Petaluma Municipal Code Chapter 8.36.
By executing this Acknowledgement and Certification, the covered entity (i) acknowledges that
it is aware of the Ordinance and intends to comply with its provisions, (ii) attests to the accuracy
and completeness of information provided in the Report of Charges, Complaints, Citations
and/or Findings contained herein, (iii) certifies that it pays its covered employees a Living Wage
as defined in Petaluma Municipal Code Chapter 8.36 and (iv) attests that the person executing
this Acknowledgement and Certification is authorized to bind the covered entity as to the matters
covered in this Acknowledgment and Certification.
Page 1 of 3
LIVING WAGE ACKNOWLEDGEMENT
AND CERTIFICATION O
(1638697.2) Nov 2012
SO ACKNOWLEDGED and CERTIFIED:
Project or Contract I.D:
(Print Name of Covered Entity/Business Capacity)
By
(Print Name)
/s/
(Signature)
Its
(Title /Capacity of Authorized Signer)
Date:
Page 2 of 3
LIVING WAGE ACKNOWLEDGEMENT
AND CERTIFICATION
(1638697.2) Nov 2012 I
REPORT OF CHARGES, COMPLAINTS, CITATIONS AND/OR FINDINGS
PURSUANT TO PETALUMA MUNICIPAL CODE SECTION 8.36.120
FOR EACH WAGE, HOUR, COLLECTIVE BARGAINING, WORKPLACE SAFETY, ENVIRONMENTAL OR
CONSUMER PROTECTION CHARGE, COMPLAINT, CITATION, AND/OR FINDING OF VIOLATION OF LAW
OR REGULATION BY ANY REGULATORY AGENCY OR COURT, INCLUDING BUT NOT LIMITED TO THE
CALIFORNIA DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, DIVISION OF OCCUPATIONAL
SAFETY AND HEALTH (OSHA), CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (LABOR
COMMISSIONER), ENVIRONMENTAL PROTECTION AGENCY AND/OR NATIONAL LABOR RELATIONS
BOARD, WHICH:
® AFFECTS YOU ASA PROSPECTIVE CONTRACTOR, SUBCONTRACTOR, LESSEE, FRANCHISEE
AND/OR PARTY TO ANY CITY OF PETALUMA AND/OR PETALUMA COMMUNITY
DEVELOPMENT COMMISSION -FUNDED AGREEMENT OR BENEFIT SUBJECT TO PETALUMA
MUNICIPAL CODE CHAPTER 8.36 (LIVING WAGE ORDINANCE), AND
® HAS BEEN FILED OR PRESENTED TO YOU WITHIN THE TEN YEARS IMMEDIATELY PRIOR TO THE
BID, PROPOSAL, SUBMISSION OR REQUEST FOR WFIICH TFIIS ACKNOWLEDGEMENT AND
CERTIFICATION IS MADE.
PLEASE PROVIDE THE DATE, THE REGULATORY AGENCY OR COURT MAKING THE CHARGE
COMPLAINT, CITATION OR FINDING, THE SUBJECT MATTER AND THE MANNER OF RESOLUTION, IF
ANY, FOR EACH SUCH CHARGE COMPLAINT, CITATION OR FINDING.
IF NONE, PLEASE STATE "NONE":
ATTACH ADDITIONAL PAGES IF NEEDED.
Date:
Regulatory Agency or Court:
Subject Matter:
Resolution, if any:
Expected resolution, if known:
Page 3 of 3
LIVING WAGE ACKNOWLEDGEMENT
AND CERTIFICATION
(1638697.2) Nov 2012