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HomeMy WebLinkAboutOSB Resolution 2012-06 07/11/2012 Resolution No. 2012-06 Petaluma Oversight Board to the Successor Agency of the Former Petaluma Community Development Commission A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE DISSOLVED PETALUMA COMMUNITY DEVELOPMENT COMMISSION (SUCCESSOR AGENCY) AUTHORIZING THE EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE OVERSIGHT BOARD AND RENNE SLOAN HOLTZMAN SAKAI LLP FOR OVERSIGHT BOARD LEGAL SERVICES WHEREAS, the Oversight Board to the Successor Agency to the dissolved Petaluma Community Development Commission has been appointed pursuant to the provisions of Assembly Bill xl 26 (the "Dissolution Act") and more particularly Health & Safety Code Section 34179; and, WHEREAS, on May 9, 2012, the Oversight Board directed its staff("Staff') to identify a qualified attorney to represent the Oversight Board independently from the Successor Agency; and, WHEREAS, Oversight Board staff requested and reviewed qualifications to select qualified legal counsel for the Oversight Board; and, WHEREAS, staff recommends Renne Sloan Holtzman Sakai LLP (Consultant) to provide legal services to the Oversight Board; and, WHEREAS, Consultant is a law firm that is qualified in the area of the California Redevelopment Law, the Dissolution Act, general municipal law, and other federal and state laws relating to state and local government law and possesses professional skills with respect to interpreting such laws and representing the Oversight Board as legal counsel relating to the Dissolution Act; and, WHEREAS, Health and Safety Code section 34179(o) authorizes the Oversight Board to contract with public or private agencies for administrative support; and, WHEREAS, staff has attached a draft Professional Services Agreement ("Agreement") for Oversight Board review (Exhibit A); and, WHEREAS, under the Dissolution Act, the costs to be funded by a successor agency must be identified on the.Recognized Obligation Payment Schedule ("ROPS") for each six- month fiscal period, and reviewed by State Department of Finance ("DOF") before funds will be disbursed to the Successor Agency by the County Auditor-Controller from the Redevelopment Property Tax Trust Fund ("RPTTF"); and, WHEREAS,the City of Petaluma general fund is neither available nor adequate and is not and shall not be expended or committed, expressly or impliedly, by the Oversight Board entering into this Agreement with Consultant; and, Resolution No.2012-06 Page 1 • WHEREAS,the sole source of funds available to pay for legal services provided by Consultant to the Oversight Board is and shall be limited to funds allocated to the Successor Agency either as a separate item listed on a ROPS or as a part of the Successor Agency's administrative budget; and, WHEREAS, in no event shall the funds available for this contract exceed the amount set forth herein for and during each six-month fiscal period of each ROPS prepared by Successor Agency and thereafter as reviewed and approved by the Oversight Board and the DOF; and, WHEREAS,the Petaluma ROPS (July 1, 2012 through December 30, 2012), approved by the State Department of Finance, includes a line item to pay up to $25,000 for attorney services. NOW, THEREFORE, BE IT RESOLVED THAT: 1. The Oversight Board authorizes its Chair to execute the Agreement with Consultant for legal services to the Oversight Board, substantially on the terms and conditions as identified in Exhibit A. 2. The Oversight Board authorizes Staff to take such other and further actions as necessary to implement the intent of this Resolution. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Petaluma Oversight Board to the Successor Agency of the Former Petaluma Community Development Commission at a Regular meeting on the 11th day of July, 2012,by the following vote: AYES: Davis,Duiven;Chair Healy; Herrington;Jolley;Vice Chair Rabbits; Scharer NOES: None ABSENT: None ABSTAIN: None ATTEST: ' J r Recording Secretary Chair Resolution No.2012-06 Page 2 Exhibit Ato•Resolution - PROFESSIONAL SERVICES AGREEMENT FY Fund# Exp.Acct.# Project# Amount$ For multi-year contracts or contracts with multiple accounts: FY Fund# Exp.Acct.# Project# Amount$ FY Fund# Exp.Acct.# Project Amount$_ • FY Fund# _ Exp.Acct.# Project# Amount$ FY Fund# Exp.Acct.# Project# Amount$ FY Fund# Exp.Acct.# Project# Amount$ THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into and effective as of July 11, 2012 ("Effective Date"), by and between the Oversight Board to the Successor Agency of the dissolved Petaluma Community Development Commission, a local entity for specified purposes ("Oversight Board") and Renne Sloan Holtzman Sakai LLP, an attorney firm ("Consultant") (collectively,the "Parties"). • • WHEREAS, the Parties enter into this Agreement for the purpose of Consultant providing professional services to the Oversight Board under the terms and conditions set forth herein. • THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows: 1. Services. Consultant shall provide the services as described in and in accordance with the schedule set forth in Exhibit"A"attached hereto and incorporated herein("Services"). 2. Compensation; Business Tax Certificate. A. For the full performance of the Services as described herein, Consultant shall be compensated in accordance with the rates specified in Exhibit A. B. Consultant shall submit detailed monthly invoices reflecting all services performed during the preceding month, and including a revised schedule for performance and additional documentation requested by Oversight Board,as applicable. C. Consultant shall be compensated for services in addition to those described in Exhibit A, only if Consultant and Oversight Board execute a written amendment to this Agreement describing the additional services to be performed and the compensation to be paid for such services. In no case shall the total compensation under this Agreement exceed $25,000 without prior written authorization of the Oversight Board. Further, no compensation for a section or work program component attached with a specific budget shall be exceeded without prior written authorization of the Oversight Board. D. Notwithstanding any provision herein, Consultant shall not be paid any compensation until such time as Consultant has on file with the City of Petaluma's Finance Department current information requested on the "Vendor Information" form available from City of Petaluma, and has obtained a currently valid Petaluma business tax certificate. Resolution No. 2012-06 Page 3 • E. The obligation to pay compensation to Consultant as provided herein is contingent upon Consultant's performance of the Services pursuant to the terms and conditions of this Agreement and any amendments thereto. F. Under the Dissolution Act (Assembly Bill xl 26), the Oversight Board does not have a budget for legal services or other administrative support. A successor agency shall pay for all costs of meetings of its oversight board and may include such costs in its administrative budget. All costs to be funded by a successor agency must be identified on a Recognized Obligation Payment Schedule ("ROPS") for each six- month fiscal period, and approved by the Oversight Board and the State Department of Finance ("DOF") before funds will he disbursed to the Successor Agency by the County-Auditor-controller from the Redevelopment Property Tax Trust Fund ("RPTTF"). G. The City of Petaluma's general fund is neither available nor adequate and is not and shall not be expended or committed, expressly or impliedly, by the Oversight Board entering into this Agreement with Consultant. The sole source of monies that may be available to pay for legal services provided by Consultant to the Oversight Board is and shall be limited to monies allocated to the Successor Agency either as a separate item listed on a ROPS or as a part of the Successor Agency's administrative budget. In no event shall the amount exceed the amount set forth herein for the period July through December, 2013, or exceed the applicable amount for each subsequent six-month period as set forth on a h ROPS prepared by Successor Agency and approved by the Oversight Board and the DOF. 3. Term. The term of this Agreement commences on the Effective Date, and terminates on June 30, 2013, unless sooner terminated in accordance with Section 4. Upon termination, any and all of Oversight Board's documents or materials provided to Consultant and any . and all of the documents or materials prepared for Oversight Board or relating to the performance of the Services, shall be delivered to the Oversight Board as soon as possible, but not later than fourteen (14)days after termination of the Agreement. 4. Termination. Oversight Board may terminate this Agreement without cause upon ten (10) days' written notice. Oversight Board may immediately terminate or suspend this Agreement for cause. Cause for immediate termination or suspension shall include, but not be limited to, any breach of this Agreement by Consultant or Consultant's bankruptcy or insolvency. Upon receipt of notice of termination or suspension for cause, Consultant shall immediately stop all work in progress under this Agreement. In the event of early termination of this Agreement by Oversight Board, Consultant shall be entitled to payment for all Services performed to the date of termination to the extent such Services were performed to the satisfaction of Oversight Board in accordance with the terms and conditions of this Agreement. If Oversight Board terminates this Agreement for cause, Consultant shall be liable to Oversight Board for any excess cost Oversight Board incurs for completion of the Services. 5. Consultant's Representation; Independent Contractor. Consultant represents that Consultant possesses distinct professional skills in performing the Services. Oversight Board has relied upon said representation as a material inducement to enter into this Agreement. Consultant shall, therefore, provide properly skilled professional and technical personnel to perform all Services under this Agreement. It is expressly understood that • Resolution No.2012-06 Page 4 Consultant and its agents and employees, shall act in an independent capacity and as an independent contractor and not as officers, employees or agents of Oversight Board. This Agreement shall not be construed as an agreement for employment. 6. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment that may be required for furnishing Services pursuant to this Agreement. Oversight Board shall furnish to Consultant no facilities or equipment, unless the Oversight Board otherwise agrees in writing to provide the same. 7. Licenses, Permits, Etc. Consultant shall, at Consultant'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. 8. Time. Consultant shall devote such time to the performance of the Services as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. 9. Inspection. Consultant shall provide the Oversight Board 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 Oversight Board. The inspection of such work shall not relieve Consultant of any of its obligations pursuant to this Agreement. 10. Progress Reports. Upon the Oversight Board's request, Consultant shall provide, in a form acceptable to Oversight Board, written progress reports of all oral and written observations, opinions, recommendations, analyses, progress and conclusions related to Consultant's performance of the Services. 11. Confidentiality. In the course of Consultant's employment, Consultant may have access to trade secrets and confidential information, disclosure of which is protected or limited by law. Consultant shall not directly or indirectly disclose or use any such confidential information,except as required for the performance of the Services. 12. Conflict of Interest. Consultant 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. Consultant further covenants that, in the performance of this Agreement, it shall not employ any subcontractor or person having such a conflict of interest. Consultant 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, Consultant will immediately advise Oversight Board and Oversight Board may, at its sole discretion, immediately terminate this Agreement. Certain Consultants are subject to the requirements, including the disclosure and reporting requirements, of the Oversight Board's Conflict of Interest Code adopted pursuant to the Political Reform Act. Such Consultants subject to the Oversight Board'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. Consultant agrees to comply Resolution No.2012-06 Page 5 fully with all such requirements to the extent they apply to Consultant's performance of the Services. 13. Consultant No Agent. Except as Oversight Board may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Oversight Board in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind Oversight Board to any obligation whatsoever. 14. Standard of Performance. Consultant shall perform all the Services in a manner consistent with the standards of Consultant's profession. All instruments of service of whatsoever nature, which Consultant delivers to Oversight Board pursuant to this Agreement, shall be prepared in a substantial, workmanlike manner and conform to the standards of Consultant's profession.. All such instruments,of service shall become the sole and exclusive property of Oversight Board upon delivery of the same. 15. Assignment/Transfer: No assignment or transfer in whole or in part of this Agreement • shall be made without the prior written consent of Oversight Board. 16. Subcontractors. Consultant shall directly perform all Services, and shall not subcontract any portion of performance of the Services without the prior written consent of Oversight Board. Any such subcontractors shall be required to comply, to the full extent 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. 17. Compliance With All Laws. Consultant 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 Community Redevelopment Law, , 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. Consultant's failure to comply with any law(s) or regulation(s) applicable to the performance of the Services hereunder shall constitute a material breach of this Agreement. To the extent that any other government agency or entity provides compensation for any Services, Consultant shall comply with all rules and regulations applicable to such fiscal assistance. 18. Living Wage Ordinance. Without limiting the foregoing Section 17, Consultant 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 Oversight Board's request Consultant shall promptly provide to the Oversight Board documents and information verifying Consultant'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 as Exhibit C shall be a part of this Agreement for all purposes, and Consultants that are subject to Living Wage Ordinance requirements, as determined by the City, must provide a properly completed Exhibit C in accordance with • Resolution No. 2012-06 Page 6 • the requirements of the Living Wage Ordinance. Consultant's noncompliance with the • applicable requirements of the Living Wage Ordinance shall constitute cause for Oversight Board's termination of this Agreement pursuant to Section 4 hereof. 19. Discrimination. During the performance of this Agreement, Consultant 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. 20. 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: (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. Oversight Board: City of Petaluma Post Office Box 61 Petaluma, California 94953 • Phone: (707) 7784360 Fax: (707)778-4554 And: Ingrid Alverde • City of Petaluma P. O. Box 61 Petaluma, CA 94953 Phone: 707-778-4549 Fax: 707-778-4586 Email: ialverde @ci.petaluma.ca.us Consultant: Renne Sloan Holtzman Sakai LLP 350 Sansome Street, Suite 300 San Francisco, CA 94104 Phone: 415-678-3800 Resolution No.2012-06 Page 7 Fax: 415-678-3838 Email: dkahn @publiclawgroup.com • 21. 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 Oversight Board and may not be used by Consultant without the written consent of Oversight Board. Copies of such documents or papers shall not be disclosed to others without the written consent of the Oversight Board or its designated representative. 22. Indemnification. To the maximum extent permitted by law, Consultant shall, at its own expense, indemnify, defend with counsel acceptable to the Oversight Board, (which acceptance will not be unreasonably withheld), and hold harmless Oversight Board 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 or Consultant's failure to comply with any of the terms of this Agreement,regardless of any fault or alleged fault of the Indemnitees. The Consultant's obligation to indemnify, defend and hold harmless under this provision shall not be excused because of the Consultant's inability to evaluate Liability, or because the Consultant evaluates Liability and determines that the Consultant is not or may not be liable. The Consultant must respond within 30 calendar days to any tender for defense and indemnity by the Oversight Board, unless the time for responding has been extended by an authorized representative of the Oversight Board in writing. If the Consultant 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 Consultant under this Agreement as shall reasonably be considered necessary by the Oversight Board, may be retained by the Oversight Board until disposition has been made of the matter subject to tender, or until the Consultant accepts the tender, whichever occurs first. In the event that the Oversight Board must file responsive documents in a matter tendered to Consultant prior to Consultant's acceptance of tender, Consultant agrees to fully reimburse all costs, including but not limited to attorney's fees and costs and fees of litigation, incurred by the Oversight Board in filing such responsive documents. The Consultant waives any and all rights to express or implied indemnity against the Indemnitees concerning any Liability of the Consultant arising out of or in connection with the Services or Consultant'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, Consultant's duty to indemnify under this provision shall not apply when to do so would be prohibited by California Civil Code Section 2782, as maybe 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 Resolution No.2012-06 Page 8 time, Consultant's duty to indemnify shall only be to the maximum extent permitted by California Civil Code Section 2782.8. 23. insurance. Consultant shall comply with the "Insurance Requirements for Consultants" in Exhibit B-1, attached hereto and incorporated herein by reference. [Indicate attached exhibit, e.g, "B-1, " "B-2," "B-3, "or "B-4. 1 24. Amendment. This Agreement may be amended only by a written instrument executed by both Parties. 25. Litigation. If litigation ensues which pertains to the subject matter of Consultant's services hereunder, Consultant, upon request from Oversight Board, agrees to testify therein at a reasonable and customary fee. 26. 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, any uncertainty in the Agreement shall not be construed against the drafter of the Agreement. 27. Governing Law; Venue. This Agreement shall be enforced and interpreted under the laws of the State of California and the Oversight Board 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. 28. Non-Waiver. The Oversight Board'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. 29. 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. 30. 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. 31. 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. • 32. Consultant's Books and Records. A. Consultant 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 Oversight Board for a minimum period of three (3) years or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. B. Consultant 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. Resolution No.2012-06 Page 9 • 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 Oversight Board 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 Consultant's address indicated for receipt of notices in this Agreement. D. Where Oversight Board has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant's business, Oversight Board may, by written request by any of the above-named officers, require that custody of the records be given to the Oversight Board and that the records and documents be maintained in Petaluma City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor in interest. 33. 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. 34. Survival. All obligations arising prior to the termination or expiration of this Agreement and all provisions of this Agreement allocating liability between Oversight Board and Consultant shall survive the termination or expiration of this Agreement. 35. 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. Resolution No. 2012-06 Page 10 IN WITNESS WI-IEREOF, the parties hereto have executed this document the day, month and year first above written. OVERSIGHT BOARD CONSULTANT I I- _ By ` CW [ oiv, Chair Name ATTEST: `(�t�Cnu. -Clop:, 14,' hko+. �hLa', , Title 3 c0 .Scy..saba. S\ . 1a 3 oD [Oversight Board] Clerk Address APPROVED AS TO FORM: J 4h EvuonGcl n 1 L o C f l 1 e f b4 City State Zip Successor Agency Attorney Taxpayer I.D.Number APPROVED: Petaluma Business Tax Certificate Number Department Director APPROVED: Risk Manager APPROVED: Finance Director file name: Resolution No.2012-06 Page I I Exhibit A Scope of Work On an as-needed basis, Consultant will perform a range of legal duties, which may include,but not be limited to the following: • Be present at Oversight Board Meetings • Provide Brown Act and other legal advice, as necessary and requested by the Board or by staff • Provide legal advice regarding Oversight Board member duties, responsibilities and obligations • Provide legal advice and consultation on issues and actions before the Oversight Board • Provide legal advice and consultation to the Oversight Board regarding its relationship to and role with the Successor Agency • Provide legal opinions as requested by the Oversight Board on matters related to the duties of that board • Other duties as necessary within the scope of the Oversight Board Rates Consultant will be paid $285 per hour for work performed by David Kahn, not to exceed $25,000. Paralegal work will be billed at$95 to $125 per hour. Travel time from San Francisco to Petaluma will be billed on a flat rate of$270 per round trip. Repayment for costs incurred under this agreement shall be limited to the funds available to the Successor Agency of the dissolved Petaluma Community Development Commission as identified on the Recognized Obligation Payment Schedule ("ROPS") for each six-month fiscal period, as approved by the State Department of Finance ("DOF"). The City of Petaluma general fund shall not be expended or committed, expressly or impliedly,by the Oversight Board entering into this Agreement with Consultant. In no event shall the funds available for this contract exceed the amount set forth herein for and during each six-month fiscal period of each ROPS prepared by Successor Agency and thereafter as reviewed and approved by the Oversight Board and the DOF. Resolution No.2012-06 Page 12 • Exhibit B 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 of Petaluma Attorney as to form and the City of Petaluma 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 genera] 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. Resolution No.2012-06 Page 13 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, ag ris, 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 A:VII. 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. Resolution No.2012-06 Page 14 , • EXHIBIT • 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 ("coveted 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 836.120, 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 coveted 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 ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO CITY OF PETALUMA LIVING WAGE ORDINANCE Page 1of3 Resolution No.2012-06 Page 1 this Acknowledgement and Certification is authorized to bind the covered entity as to the matters covered in this eledgment and Certification. SO ACKNOWLEDGED and CERTIFIED: Project or Contract I.D: S,C AWL J 1 b VA 1'141*2Pvl44.\ -C ALK, Date: / I l 3 ' (Print Name of Covered Entity/Business Capacity) By al...0 C \4,hv\ !' ame) o 1 A (.ignature) Its G,,AY1ei (Title,/Capacity of-Authorized Signer) ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO CITY OF PETALUMA LIVING WAGE ORDINANCE Page 2 of 3 Resolution No.2012-06 Page 16 • REPORT OF CHARGES, COMPLAINTS, CITATIONS AND/OR FINDINGS PURSUANT TO PETALUMA MUNICIPAL CODE SECTION 8.36.120 FOR EACH WAGE,HOUR,COLLECTIVE BARGAINING,WORICPI.ACE 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 LIMI I ED 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 AS A PROSPECTIVE CONTRACTOR,SUBCONTRACTOR,LESSEE,FRANCHISEE AND/OR PARTY TO ANY CITY OF PETALUMA AND/OR PETALUMA COMMUNITY 1 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 WHICH THIS ACKNOWLEDGEMENT AND CERTIFICATION IS MADE. PLEASE PROVIDE THE DA 1E,THE REGULATORY AGENCY OR COURT MAKING THE CHARGE COMPLAINT,CITATION OR FINDING,THE SUBJECT MA I l ER AND THE MANNER OF RESOLUTION, IF ANY,FOR EACH SUCH CHARGE COMPLAINT,CITATION OR FINDING. IF NONE,PLEASE STATE"NONE": �'OyS� ATTACFI ADDITIONAL PAGES IF NEEDED. �I! Date: Regulatory Agency or Court: Subject Matter: Resolution,if any: Expected resolution,if known: June 2011 (Manage#1638697.2) ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO CITY OF PETALUMA LIVING WAGE ORDINANCE Page 3 of 3 Resolution No.2012-06 Page 17