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HomeMy WebLinkAboutStaff Report 5.A 09/10/2018Agenda Item #5. A z85$ DATE: September 10, 2018 TO: Honorable Mayor and Members of the City Council through City Manager FROM: Eric W. Danly, City Attorney SUBJECT: Introduction (First Reading) of Ordinance Ratifying Lease with North Bay Animal Services RECOMMENDATION It is recommended that the City Council introduce the attached Ordinance ratifying the lease with North Bay Animal Services. BACKGROUND At the June 18, 2018 City Council meeting, in response to a staff recommendation regarding award of a new contract for provision of animal services in Petaluma, the City Council directed that staff proceed with a contract with the newly -formed North Bay Animal Services organization ("NBAS"), and authorized and directed the City Manager to sign the contract and related documents on behalf of the City. Related documents included a lease covering animal care facilities at 900 Hopper Street in Petaluma. The City Manager implemented the Council's direction, and executed a copy of the agreement, including the lease, with NBAS on July 30, 2018. NBAS took possession of the City's Animal Shelter from the outgoing Petaluma Animal Services Foundation (PASF) on August 1, 2018. DISCUSSION Given the limited time between June 18, 2018 when the Council awarded the animal services contract to NBAS and the expiration of the previous contract with PASF, it was necessary to finalize contract and lease arrangements with the new service provider, NBAS, before July 31, 2018. Activity included negotiating and preparing a new services agreement and lease document, inventorying facilities and equipment that NBAS would assume under the new agreements, verifying NBAS's insurance coverage, and working through transition issues between the old and new providers as those arose. In particular, executing new contract and lease documents could not be completed in the timeframe consistent with bringing the latter document to the City Council for approval prior to July 31, 2018. Because NBAS, like its predecessor PASF, is operating in a City facility under contract, it is necessary to provide for the terms governing NBAS' operation and use of those facilities. A lease concerning the facilities at 900 Hopper Street was required for NBAS' operations as was the case for PASF. Section 46 of the City's Charter requires that certain real property transactions, including lease of City property valued at $3,000.00 or more, must be carried out by ordinance. As noted, sufficient time was not available for Council action prior to the July 31 expiration of the PASF contract, so the City Manager executed the lease on behalf of the City. To satisfy City Charter requirements and ensure the validity of the agreements with NBAS, the purpose of this action is to ratify the NBAS lease by ordinance. Case law supports that California cities may ratify actions that they possess the power to perform, so long as the ratification takes the form required for the original act. (See, e.g., Los Angeles Dredging Co. v. City of Long Beach (1930) 210 Cal 348.) Ratifying the lease with NBAS in accordance with City Charter requirements will ensure the validity of the lease and the protections it provides to both the City and NBAS. FINANCIAL IMPACTS There are no financial impacts of this action other than staff preparation time. ATTACHMENTS 1. Ordinance ratifying lease with NBAS 2. Exhibit A to Ordinance (Lease) 2 ATTACHMENT 1 EFFECTIVE DATE OF ORDINANCE ORDINANCE NO. XXXX N.C.S. Introduced by Seconded by ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PETALUMA RATIFYING THE EXECUTION OF A LEASE AGREEMENT WITH NORTH BAY ANIMAL SERVICES IN ACCORDNCE WITH SECTION 46 OF THE PETALUMA CHARTER WHEREAS, beginning in August, 2012, the City of Petaluma provided animal services for the Petaluma community by contracting with Petaluma Animals Services Foundation ("PASF") to enforce the City's animal regulations, and operate City animal care facilities and equipment located at 900 Hopper Street in Petaluma pursuant to lease; and WHEREAS, as directed by the City Council, in April, 2018, staff solicited proposals for provision of animal services in Petaluma to commence on August 1, 2018, the expiration date of the animal services contract with the PAS; and WHEREAS, following receipt and staff review of the resulting proposals and deliberations on staff analysis and recommendations, at the June 18, 2018 City Council meeting the City Council directed that City staff proceed with a contract with North Bay Animal Services ("NBAS") for provision of animal services in Petaluma; and WHEREAS, following the Council's direction at its June 18, 2018 meeting, staff commenced preparation of new service agreement and lease documents to provide for provision of animal services and operation of City animal service facilities and equipment by NBAS; and WHEREAS, Section 46 of the Petaluma City Charter requires that certain City real property transactions, including lease of City property valued at $3,000 or more, must be approved by ordinance; and WHEREAS, following the Council direction on June 18, 2018, insufficient time remained for introduction and adoption of an ordinance approving anew lease with NBAS and running of a 30 -day referendum period prior to expiration of the PASF service contract and lease agreement on July 31, 2018; and WHEREAS, California cities may ratify actions that they possess the power to perform, so loan as the ratification takes the form required for the original act (Los Angeles Dredging Co. v. City of Long Beach (1930) 210 Cal. 348); and 3 WHEREAS, ratification of the lease agreement with NBAS pursuant to this ordinance is categorically exempt from the California Environmental Quality Act ("CEQA") in accordance with Section 15301 of the CEQA Guidelines as an action providing for the operation, maintenance, and leasing of existing City animal care structures, facilities, and mechanical equipment involving no expansion of use beyond that currently existing; NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PETALUMA AS FOLLOWS: Section 1. Lease Agreement with NBAS Ratified. The lease agreement with North Bay Animal Services entered July 30, 2018 on behalf of the City and effective August 1, 2018 regarding City animal care facilities and equipment located at 900 Hoper Street in Petaluma, which lease is made a part of this ordinance by this reference and attached hereto as Exhibit A, is hereby ratified in accordance with the requirements of Section 46 of the Petaluma City Charter and other applicable law. Section 2. Severability. If any section, subsection, sentence, clause, phrase or word of this ordinance is for any reason held to be unconstitutional, unlawful or otherwise invalid by a court of competent jurisdiction or preempted by state legislation, such decision or legislation shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Petaluma hereby declares that it would have passed and adopted this ordinance and each and all provisions thereof irrespective of the fact that any one or more of said provisions be declared unconstitutional, unlawful or otherwise invalid. Section 3. Effective Date. This ordinance shall become effective thirty (30) days after the date of its adoption by the Petaluma City Council. Section 4. Posting/Publishing of Notice. The City Clerk is hereby directed to publish or post this ordinance or a synopsis for the period and in the manner provided by the City Charter and other applicable law. INTRODUCED, and ordered posted/published, this 10th day of September, 2018. ADOPTED this day of Ayes: Noes: Abstain: Absent: ATTEST: Claire Cooper, City Clerk 2018, by the following vote: David Glass, Mayor APPROVED AS TO FORM: Eric Danly, City Attorney 4 EXHIBIT A to Ordinance Lease Agreement LEASE AGREEMENT FOR ANINIAL SERVICES FACILITIES 840 HOPPER STREET, PETALUMA, CALIFORNIA This Lease Agreement ("Agreement") is entered into this day of 2018, by and between North Bay Animal Services, a California corporation, California S cretary of State registration no. C4115120, (Lessee") and the City of Petaluma, a municipal corporation ("Lessor" or "City"). Lessor and Lessee are referred to collectively herein as the "Parties". The Parties hereby agree as follows: 1. Professional Services Agreement. Substantially concurrent herewith, the Parties are entering into that certain Professional Services Agreement ("PSA") whereby Lessee will perform animal care services for Lessor on the terms and conditions specified therein. The PSA, together with all exhibits thereto, is incorporated herein by this reference as if fully set forth. 2. Lease of Premises and Facilities. A. City leases to Lessee and Lessee leases from City, in accordance with the terms of this Agreement, the right to use existing City facilities located on a portion of APN 007-171-008, commonly known as the City of Petaluma Corporation Yard, 840 Hopper Street, Petaluma, California, 94952 (the "Premises"), solely for the permitted uses defined in this Agreement. The Premises are further described in Exhibits A and B which are attached to and made a part of this Agreement, and shall include all structures, parking areas, access ways and open space thereon as depicted as "Animal Shelter Lease Area" in Exhibits A and described in Exhibit B. Lessee and its employees agents, officers-, subcontractors, invitees, customers, volunteers and any member of the public or person accessing or using the Premises shall have the nonexclusive right to travel across City property otherwise known as the City of Petaluma Corporation Yard only to the extent necessary to access the Premises from Hopper Street, but for no other purpose. Other than as expressly provided for herein, neither Lessee nor its employees agents, officers, subcontractors, invitees, customers, volunteers nor any member of the public or person accessing or using the Premises shall use any part of the City Corporation Yard not depicted as "Animal Shelter Lease Area" on Exhibit A and described in Exhibit B. B. The City reserves its nonexclusive rights to use the area of the Premises marked as "City Access Area" on Exhibit A for access to and from City facilities adjacent to portions of the Premises, including but not limited to vehicular and pedestrian access by the City, its agents, employees, officers, invitees and volunteers and/or for such other put -poses by said persons as deemed necessary in the sole judgment of the City. Lessee shall also have nonexclusive use of the area of the Premises marked as "City Access Area" on Exhibit A, including but not limitedto vehicular and pedestrian access by Lessee, its agents, employees, officers, invitees and volunteers to access other areas of the Premises. C. City leases to Lessee and Lessee leases from City the vehicles, material and equipment furnished by City to Lessor for Lessor's use in performance of the Services as described in the PSA ("the Facilities"). The Facilities are further described in Exhibit D to the PSA. D. NO WARRANTIES: City expressly disclaims any warranty of fitness of the Facilities for the use intended by Lessee and expressly disclaims any warranty of merchantability. Lessee acknowledges that Lessee has had ample opportunity to view and inspect the Facilities, and has performed such inspection as Lessee deems necessary, such that Lessee accepts the Facilities in an as -is condition, with all faults, and without any warranty whatsoever, express or implied. Lessee relies entirely on its own judgment, inspection and evaluation, and not on any inspection, test or representation by City, whether oral, written or implied, as to the condition of the Facilities in any respect, including but not limited to their merchantability and/or their fitness for any use or sale. Term. The term of this Agreement ("Term") shall commence on August 1, 2018 ("Commencement Date") and expire on July 31, 2020 ("Expiration Date"), unless the term of the PSA is extended or terminated sooner. In the event that the PSA has not been terminated, and is extended for one (1) one-year period ("Extension") pursuant to the terms and conditions of the PSA, the Term of this Agreement may also be extended. Expiration or termination of the PSA in accordance with its terms will result in expiration or termination of this Agreement without further action by the parties. 4. Lease Payments. Lease payments shall be One Dollar ($1.00) per year, payable in advance on the Commencement Date and thereafter on each anniversary thereof that this Agreement remains in effect, whether during the Term or the Extension. Lessee shall pay, the first month's Lease Payment to City upon execution of this Agreement. Lease Payments shall be made payable to the City of Petaluma, 11 English Street, Petaluma, California 94952. 5. Permitted Use. Permitted use of the Premises and Facilities pursuant to this Agreement is limited to animal care, shelter, training, adoption, and related services, and enforcement of Title 9 of the Petaluma Municipal Code entitled "Animal Regulations" and applicable State of California animal control laws, as more particularly described in Exhibit A to the PSA. Any other use of the Premises and Facilities will occur only with prior written approval of the City Manager. 6. Termination. This Agreement may be terminated as follows: A. Upon termination of the PSA in accordance with its terms. B. For breach of this Agreement by either party, the parties shall have all rights and remedies afforded to them by this Agreement or law or equity. C. For Lessee's material breach of any term of this Agreement, City shall provide notice to Lessee specifying the termination effective date. City may, in its discretion, allow Lessee a reasonable period, as specified in the notice, in which to cure any breach of this Agreement Lessee specifically waives any right Lessee may have under applicable taw to a three-day or other period in which to cure any breach of this Agreement, should City elect not to provide such period for cure of Lessee's breach. In the event of termination for cause, subject to applicable law, Lessee will remain responsible for Lease Payments due or accrued prior to the termination date. 7. Utilities. Lessee shall be responsible for the payment of all utilities serving the Premises during the Agreement term. 8. Compliance. Lessee shall comply with all statutes, ordinances and regulations of the federal, state, county and municipal authorities presently in effect, or which hereafter may become effective. Failure to follow such regulations shalt constitute a material breach of this Agreement and shall be grounds for termination of this Agreement pursuant to section 6(C), above. Notwithstanding the foregoing, Lessee will not be responsible for improvements to the Premises that may be required for purposes of compliance with the Americans with Disabilities Act of 1990 ("ADA") and any other applicable state or federal law or regulation governing access of persons to and on the Premises, provided that Lessee notifies the City as soon as possible concerning any aspect of the Premises that Lessee reasonably believes may require improvements to satisfy applicable access requirements. Failure to follow such regulations shall constitute a material breach of this Agreement and shall be grounds for termination of this Agreement pursuant to section 6(C), above. 9. Sublease or Assi ng ment. Lessee shall not assign its rights under this Agreement without prior written consent of Lessor, which consent will not be unreasonably withheld. Any purported sublease, assignment or delegation with Lessor's written consent shall be void and shall constitute cause for termination of this Agreement under Paragraph 6(C) above. 10. Alterations, Etc. Lessee shall not make any material alterations, install any fixtures, or make any additions or improvements to the Premises without prior written consent of Lessor. 11. Maintenance of Premises and Facilities. Lessee acknowledges that it has inspected the Premises and the Facilities, and by execution of this instrument it takes the Premises and Facilities in present condition, with no obligation upon Lessor to make repairs, alterations or additions of any kind. Lessee agrees to keep the Premises and Facilities in good order and condition at all times, to keep the same safe for the intended use by Lessee, its employees agents, officers, subcontractors, invitees, customers, volunteers and any member of the public or person accessing or using the Premises or Facilities, and that upon termination of this Agreement Lessee will surrender the Premises and the Facilities in as good order and condition as received, reasonable wear and tear excepted. Lessor, as owner, may inspect the Premises and the Facilities on a regular basis to assure appropriate level of maintenance. Lessee will be responsible for any damage to the Premises and the Facilities and shall repair any damage thereto to the reasonable satisfaction of, and at no cost to, the City, as more particularly described in Section 9 of the PSA. If lighting is required to maintain the Premises for safe use by Lessee, Lessee, its employees, agents, officers, subcontractors, invitees, customers, volunteers and any member of the public or person accessing or using the Premises or Facilities, Lessee shall be responsible for installing and maintaining such lighting, after obtaining the prior written consent of Lessor in accordance with paragraph t0 above, and further subject to any required City permits, laws or regulations. 12. Entry and Inspection. Lessee shall permit Lessor, its agents and/or employees to enter the premises at reasonable times and upon reasonable notice for the purpose of making necessary or convenient repairs, or to inspect the premises for compliance with the terms of this Agreement. 13. Indemnity. A. To the maximum extent permitted by law, Lessee 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 the Services, including but not limited to use of the Premises and/or Facilities and/or use of portions of the City Corporation Yard other than the Premises, whether as permitted by paragraph 1(a) of this Agreement or otherwise; by Lessee, its employees agents, officers, invitees, subcontractors, customers, volunteers and any member of the public or person accessing or using the Premises, Facilities and/or Services; and/or Lessee's failure to comply with any of the terms of this Agreement, regardless of any fault or, alleged fault of the Indemnitees. Nothing in this paragraph supersedes any provision of paragraph 1 of this Agreement as to the permitted use of the Premises and/or any other portion of the City Corporation Yard by Lessee, its employees' agents, officers, invitees, subcontractors, customers, volunteers and any member of the public or person accessing or using the Premises, Facilities and/or Services. B. Lessee's obligation to indemnify, defend and hold harmless under this provision shall not be excused because of Lessee's inability to evaluate Liability, or because Lessee evaluates. Liability and determines that the Lessee is not or may not.be liable. Lessee must respond within 30 calendar days to any tender for defense and indemnity by the City, unless the time for responding is extended by an authorized representative of the City in writing. Lessee's failure to accept tender of defense and indemnity within 30 calendar days, in addition to any other remedies authorized by law, shall constitute a material breach of this Agreement and shall be cause for immediate termination pursuant to Paragraph 6 of this Agreement. C. Lessee waives any and all rights to express or implied indemnity against the Indemnitees concerning any Liability of the Lessee arising out of or in connection with the Services or Lessee's failure to comply with any of the terms of this Agreement . 4 D. Notwithstanding the foregoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code §2783, as may be amended from time to time, Lessee's duty to indemnify under this provision shall not apply when to do so would be prohibited by California Civil Code §2782, as may be amended from time to time. E. Notwithstanding the foregoing, to the extent that the Services include design professional services subject to Cal. Civil Code § 2782.8, as amended from time to time, Lessee's duty to indemnify shall only be to the maximum extent permitted by Civil Code § 2782.8. 14. Insurance. Lessee shall procure and maintain throughout the term of this Agreement the kinds and amounts of insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Lessee's operation and use of the Premises and provide proof of insurance and otherwise comply with all of the requirements contained in Exhibit C, which is attached to and made a part of this Agreement. The cost of such insurance shall be borne by the Lessee. In the event that the PSA requires greater insurance levels or additional coverage in comparison with those specified in Exhibit C, the terms of the PSA shall control. Failure to maintain the kinds and amounts of insurance as required herein throughout the Term and any Extension of this Agreement shall constitute cause for termination under paragraph 6(C) above. 15. Notice. All notices required or permitted by this agreement, including notice of change of address, shall be in writing and given by personal delivery or sent by United States mail, postage prepaid, and address to the party or parties intended to be notified. Notice shall be deemed to be given as of the date of delivery in person or as of the date when deposited in any post office or any post office box regularly maintained by the United States Government. Notice shall be given as follows: Lessor: City Clerk City of Petaluma .11 English Street Petaluma, California 94952 and City Manager City of Petaluma 11 English Street Petaluma, CA 94952 Lessee: Executive Director North Bay Animal Services 840 Hopper Street Petaluma, California 94952 16. Attorneys' Fees. In the event either party hereto shall commence any legal action arising out this Agreement or the performance thereof, the party prevailing in said action or proceeding shall be entitled to recover, in addition to its court costs, reasonable attorneys' fees to be fixed by the Court. 17. Possessory Interest. Lessee is advised that under Revenue and Taxation Code Section 107.6 a possessory interest subject to property taxation may be created by this Agreement. Lessee hereby agrees that if such possessory interest is created and such interest is subject to property taxation, Lessee shall be responsible for the payment of said property taxes levied on any such interest. 18. Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of each party. 19. Construction. This Agreement is the product of negotiation and compromise on the part of both Parties and the Parties agree that, notwithstanding Civil Code section 1654, any uncertainty in the Agreement shall not be construed against the drafter of the Agreement. 20. Governing Law; Venue. This Agreement shall be enforced and interpreted under the laws of the State of California and the City of Petaluma. Venue for any action arising from or brought in connection with this Agreement shall be in a court of competent jurisdiction in the County of Sonoma, State of California. 21. Non -Waiver. The 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, and the provision shall remain in full force and effect. 22. Severability. If any term or portion of this Agreement is held to be inyalid,,illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue -in full force and effect.. 23. 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. 24. 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. 25. Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Lessee shall survive the expiration or termination of this Agreement. 26. Entire Agreement. This Agreement, including all exhibits, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings, oral or written, between the Patties concerning the subject matter of this Agreement. 6 27. Warranty of Authority to Execute. Lessee warrants that the person executing this Lease has the power to bind Lessee and is authorized to execute this Agreement, and that any necessary acts of Lessee's governing board, bylaws or other governing documents required to permit Lessee to so act have been adopted and are in effect as of the day and year first above written. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written. CITY OF PETALUMA John C. Brown, City Manager ATTEST: Claire Cooper, City Clerk APPROVED AS TO FORM: t {� r' Danly, City Attorney 1928110.4 NORTH BAY ANIMAL SERVICES By: Name: Sue Davy Title: President of the Board 7 EXHIBIT A to LEASE SITE MAP w w w LL w Q� w0 Q� W Il Lq Q� W r- -� 11 W J t W J � W Q 2 � X JO QC� �a z n. aQ NO 0 N tri N J D W Q D LU z Of a c� z u� ui I- LL 0 O� U)CE N z rL N w Q W �a CO�z _ LL w LL O 0u� OO� aw O Z h= O Ob (n z J LLl z E Q W -I O25 w z Q m Q EXUIBIT B to LEASE PREMISES DESCRIPTION A portion of APN 007-171-008, commonly known as the City of Petaluma Corporation Yard, 900 Hopper Street, Petaluma, California, 94952 9 EXHIBIT C to LEASE INSURANCE REQUIREMENTS Contractor's performance of the Services under this Agreement shalt not commence until Contractor 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. Contractor 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 Contractor, the Contractor's agents, representatives, employees and subcontractors. Required professional liability insurance shall be maintained at the level specified herein for the duration of this Agreement and any extension thereof and for twelve additional months following the Agreement termination or expiration. A. IC 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 I (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Professional Liability Insurance. 5. Automobile All Risk Physical Damage Insurance for vehicles as defined in this Agreement. 6. All Risk Fire and Comprehensive Insurance for all City Equipment and Furnishings as defined in this Agreement. 7. Such other insurance coverages and limits as may be required by the City. Minimum Limits of Insurance Contractor shall maintain limits no less than: 1. General Liability: $2,500,000 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: $5,000,000 per accident for bodily injury and property damage. Employer's Liability: Bodily Injury by Accident: Bodily Injury by Disease: Bodily Injury by Disease $1,000,000 each accident $1;000,000 policy limit $1,000,000 each employee 4. Professional Liability Insurance: $5,000,000 5. Automobile Physical Damage coverage sufficient to meet current fair market values. 6. All Risk Fire and Comprehensive Insurance -Guaranteed replacement value. 7. Such other insurance coverages and limits as may be required by the City. H 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 Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 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 Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. City is further to be named as a specific loss payee on the Automobile Physical Damage Policy as well as the All Risk Fire and Comprehensive Insurance policy. 2. For any claims related to this project, the Contractor'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 Contractor's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer's liability. 5. Each insurance policy required by this 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 snail, return receipt requested, has been given to the City. 6. Contractor 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 AM. Best's rating of no less than A: VII. F. Verification of Coverage Contractor shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by.that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before the Service commence. A �� �) DATE(MMIDDIYYYY) �- CERTIFICATE OF LI INSURANCE 7/26/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE 'OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTPRODUCER NAMEnCT Teray Elrod PHONE 707)284-5900 FAX (707)284-5990 McDonald -Leavitt Ins. Agency, Inc. _(A�c No, -Ext);- �________._(A/c,No);___ .______—______ EMAIL teray-elrod@leavitt.com 2800 Cleveland Ave. Ste. D ADDRESS: y - Santa Rosa CA 95403 INSURED North Bay Animal Services P_O. Box 798 INSURERS) AFFORDING COVERAGE NAIC # INsuRERA:Nonprofits Insurance Alliance R11845 INsuRERB:State Compensation Insurance Fund 35076 INSURERC:Indian Harbor Insurance Company______ __36940__ INSURER D: INSURER E: Petaluma CA 94953 1 INSURER F - I oni o /,?n7 o w­f­ RF\/ICIC)N NI IMRFR THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN ;ADDL'SUBR1 i POLICYEFF POLICY EXP LIMITS LTR : TYPE OF INSURANCE i POLICY NUMBER MM/DD/YYYY ! MM/DD/YYYY X COMMERCIAL GENERAL LIABILITY i EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 50,000 A , CLAIMS -MADE ! X j OCCUR I ! I PREMISES Ea occurrence ' ,' MED EXP (An�pers�— $ X! Liquor Liability $1M/$1M I X Y 12018-56152 ! 8/1/2018 8/1/2019 —_ _10,000 — ! ! X ; Soc Service Prof $1M/$3bf ! ! i :PERSONAL&ADVINJURY 1$ 1,000,000 j GENERAL AGGREGATE 1 $ _3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: 3,000,000PE� I PRODUCTS - COMP/OP AGG :$X POLOCi� I I Employee Benefits i $ OTHER: 1 ` COMBINED SINGLE LIMIT $ 1, 000, 000, ! AUTOMOBILE LIABILITY I ? _ ! (Ea accidentj__ —_ ._ - 1 BODILY INJURY (Per person) ! $ X i ANY AUTO - — --- -- A ALL OWNED i SCHEDULED _ AUTOS AUTOS ! X '. 12018-56152. 8/1/2018 • 8/1/2019 I'; BODILY INJURY (Per accident)_ - I i NON -OWNED ! '. PROPERTY DAMAGE $ " X , HIRED AUTOS X :AUTOS ` (Per accidenq 1 Com rehense i $ i X UMBRELLA LIAR !OCCUR i EACH OCCURRENCE_ $ . 4,000,000 A EXCESS LIAR _ CLAIMS -MADE_' _AGGREGATE I DED RETENTION$ 12018-56152-UMB- 8/1/2018 8/1/2019 �$ i WORKERS COMPENSATION ! I X I. PERS OTH :AND EMPLOYERS' LIABILITY STATUTE ER Y/NI ;ANY PROPRIETOR/PARTNER/EXECUTIVE 'iN/A• j EL. EACH ACCIDENT _$ - - 1,000,000 :OFFICER/MEMBER EXCLUDED? j Y" ' ! B (Mandatory in NH) `-- y 'r 9235501-2018 8/1/2018 8/1/2019 ! E.L. DISEASE EA EMPLOYEE $ _ 1,000,000 I If yes, describe under _----�---------_--�-1,000,000-- ---- !DESCRIPTION OF OPERATIONS below I ' 1 E -L DISEASE - POLICY LIMIT I $ I ;' I C$5,000,000 Liability X I = PPLO953484 8/1/2018 + 8/2/2019 1 $10,000 Retention $5,000,000 occ I } i DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) 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 Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. City is further to be named as a specific loss payee on the Automobile Physical Damage Policy as well as the All Risk Fire and Comprehensive Insurance policy. Coverage is primary and includes waivers of subrogation. Excess Liability follows form. All endorsements not attached to the Certificate of Insurance to follow. CERTIFICATE HOLDER Iii—I 'City of Petaluma Attn: Risk Management 11 English Street Petaluma, CA 94952 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE AGORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 (201401) ADDITIONAL COVERAGES Ref # Description Underinsured motorist combined single limit Coverage Code UNCSL Form No. Edition Date L�tl Limit 2 Limit 3 Deductible Amount Deductible Type Premium10 Ref # Description Uninsured motorist combined single limit Coverage Code UMCSL Form No. Edition Date Limit 1 1,000,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Medical payments Coverage Code MEDPM Form No. Edition Date Limit 1 5,000 Limit 2 Limit 3����D�uctible Type Premium [RefT#� Coverage Code Form No. Edition Date Limit 1Limit 2 Limit 3 Deductible. Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1Limit 2 Limit 3 Deductible Amount Deductit�le Type Premium OFADTLCV Copyright 2001, AMS Services, Inc. 2018-56152 COMMERCIAL GEt:ERAL L!.=.PILiTY CG -0 26 0 7 0' TH[S ENDORSEMENT CHANGES THE POLICY. PLEASE. READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION ;Fos enc._ ser,ne.a :,"surance provir e',J u ­,` ,i: !;,BILiTYCOVERAGE PART SCHEDULE Name Of*Additional Insured Person(s) Or Organization(s) ! Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of tris The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization:. City of Petaluma, Attn: Risk Management, 11 English Street, Petaluma, CA 94952 I i Information reouired to complete this Schedule, if not shown above, will be shown in the Declarations. Section If — Who is An Insured is amended to in- clude as an additional insured the person(s) or organi- zations) shown in the Schedule, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury' caused, in whole or in part, by Your acts or omissions or the acts or omis- sions of those acting on your behalf: A. In the performance of your ongoing operations: or B. in connection with your premises owned by or rented to you. POLICY NUMBER: 2018-56152 COMMERCIAL GENERAL LIABILITY CG 20 11 01 96 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURE® - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE 1. Designation of Premises (Part Leased to You): 2. Name of Person or Organization (Additional Insured): Any person or organization acting as a manager or lessor of a covered premises that you are required to name as an additional Insured on this policy, under a written contract, lease or agreement currently in effect, or becoming effective during the term of this policy, and for which a certificate of Insurance naming that person or organization as additional insured has been issued. City of Petaluma, Attn: Risk Management, 11 English Street, Petaluma, CA 94952 3. Additional Premium: INCLUDED (If no entry appears above, the information required to complete this endorsement will be shown in the Declara- tions as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule but only with respect to liability arising out of the ownership, maintenance or use of that part of the prem- ises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person or organization shown in the Schedule. CG 20 1-1 01 96 Copyright, Insurance Services Office, Inc.. 1994 Page 1 of 1 ❑ IL 02 70 09 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. %CALIFORNIA CHANGES - CANCELLATIO AND NONRENEWAL This endorsement modifies insurance provided under the following: CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraphs 2. and 3. of the Cancellation Common Policy Condition are replaced by the following: 2. All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a. 10 days before the effective date of cancellation if we cancel for: (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. b. 30 days before the effective date of cancellation if we cancel for any other reason. 3. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued; we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1) Nonpayment of - premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2) Discovery of fraud . or material misrepresentation by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. (3) A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. IL 02 70 09 12 © Insurance Services Office, Inc., 2012 Page ,} of 4 (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (5) Failure by you or your representative to implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6) A determination by the Commissioner of Insurance that the: (a) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would: (i) Place us in violation of California law or the laws of the state where we are domiciled; or (ii) Threaten our solvency. (7) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. b. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud; or (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. B. The following provision is added to the Cancellation Common Policy Condition: 7. Residential Property This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit, if such coverage is written under one of the following: Commercial Property Coverage Part Farm Coverage Part — Farm Property — Farm Dwellings, Appurtenant Structures And Household Personal Property Coverage Form a. If such coverage has been in effect for 60 days or less, and is not a renewal of coverage we previously issued, we may cancel this coverage for any reason, except as provided in b. and c. below. b. We may not cancel this policy solely because the first Named Insured has: (1) Accepted an offer of earthquake coverage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earthquake policy premium surcharge. However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium 1 surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. c. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This restriction (c.) applies only if coverage is subject to one of the following, which exclude loss or damage caused by or resulting from corrosive soil conditions: (1) Commercial Property Coverage Part — Causes Of Loss — Special Form; or (2) Farm Coverage Part — Causes Of Loss Form Farm Property, Paragraph D. Covered Causes Of Loss — Special. Page 2 of 4 © Insurance Services Office, Inc., 2012 IL 02 70 09 12 C. The following is added and supersedes any provisions to the contrary: Nonrenewal Subject to the provisions of Paragraphs C.2. and C.3. below, if we elect not to renew this policy, we will mail or deliver written notice, stating the reason for nonrenewal, to the first Named Insured shown in the Declarations, and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy. 2. Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household property contained in a residential unit, if such coverage is written under one of the following: Commercial Property Coverage Part Farm Coverage Part — Farm Property — Farm Dwellings, Appurtenant Structures And Household Personal Property Coverage Form a. We may elect not to renew such coverage for any reason, except as provided in b., c. and d. below. b. We will not refuse to renew such coverage solely because the first Named Insured has accepted an offer of earthquake coverage. However, the following applies only to insurers who are associate participating insurers as established by Cal. Ins. Code Section 10089.16. We may elect not to renew such coverage after the first Named Insured has . accepted an offer of earthquake coverage, if one or more of the following reasons applies: (1) The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as required by existing law; (2) The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition. A hazardous condition includes, but is not limited to, a condition in which we make claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least 25% for payment of those claims,- or laims;or (3) We have: (a) Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage; or (b) Experienced a substantial increase in the premium charged for reinsurance coverage of our residential property insurance policies; and the Commissioner has approved a plan for the nonrenewals that is fair and equitable, and that is responsive to the changes in our reinsurance position. c. We will not refuse to renew such coverage solely because the first Named Insured has cancelled or did not renew a policy, issued by the California Earthquake Authority, that included an earthquake policy premium surcharge. d. We will not refuse to renew such coverage solely because corrosive soil conditions exist on the premises. This restriction (d.) applies only if coverage is subject to one of the following, which exclude loss or damage caused by or resulting from corrosive soil conditions: (1) Commercial Property Coverage Part — Causes Of Loss — Special Form; or (2) Farm Coverage Part — Causes Of Loss Form — Farm Property, Paragraph D. Covered Causes Of Loss — Special. 3. We are not required to send notice of nonrenewal in the following situations: a. If the transfer or renewal of a policy, without any changes in terms, conditions or rates, is between us and a member of our insurance group. IL 02 70 09 12 © Insurance Services Office, Inc., 2012 Page 3 of 4 b. If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph CA. c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the termination of the policy, to obtain that coverage. d. If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f. If we have made a written offer to the first Named Insured, in accordance with the timeframes shown in Paragraph CA., to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. Page 4 of 4 © Insurance Services Office, Inc., 2012 IL 02 70 09 12 ENDORSEMENT NO. ADDITIONAL INSUREDS, FOR ACTS OF EXISTING INSUREDS This Endorsement, effective at 12:01 a.m. on 08/01/2018 , forms part of Policy No.: PPL0953484 Issued to: North Bay Animal Services Issued by: Indian Harbor Insurance Company In consideration of the premium charged, it is hereby agreed that: Coverage under this Policy is extended to include Claims against the following persons or entities.- City ntities: City of Petaluma, CA Provided, however, that coverage for such Additional Insureds under this Policy is only for Claims arising out of the acts, errors or omissions of an Insured, other than an Additional Insured. All other terms, conditions and limitations of this Policy shall remain unchanged. (Authorized Representative) PGU 1001 0417 Page 1 of 1