2015/10/13 City Council Resolution 2015-166RESOLUTION NO. 2015 -166
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING THE CONSULTANT SERVICES AGREEMENT WITH PETALUMA
HEALTH CENTER FOR GAMBLING ASSESSMENT AND TREATMENT SERVICES
AND INCREASING APPROPRIATIONS IN THE PROBLEM GAMBLING SPECIAL
REVENUE FUND
WHEREAS, in 2005, the Federated Indians of Graton Rancheria ( "Tribe ") purchased
254 acres of land for its reservation and the Graton Resort and Casino ( "Casino "). Said lands and
site for the Casino was within the City of Rohnert Park's ( "City ") urban growth boundary and
sphere of influence; and
WHEREAS, in 2013 the City and Tribe negotiated an Amended and Restated
Memorandum of Understanding ( "MOU ") to make payments to the City for mitigating the
impacts of the Casino; and
WHEREAS, Section 3.2 of the MOU provides for an annually recurring contribution of
funds to be granted to an organization dedicated to the treatment and prevention of problem
gambling or pathological gambling disorders. The recipient organization is to be selected by the
City, and approved by the Tribe; and
WHEREAS, the City reached out to organizations that could provide these services in
the community, and could build capacity for such organizations to provide these services. The
City selected the Petaluma Health Center ( "PHC "), a 501(c)(3) non - profit organization, to
provide services out of their Rohnert Park Health Center; and
WHEREAS, the Tribe approved the City's selection of PHC as the organization to
receive the granting of the aforementioned mitigation funds to provide the services contemplated
by the MOU; and
WHEREAS, the City and PHC have negotiated a Consultant Services Agreement
( "Agreement ") establishing the terms and conditions of the services to be provided; and
WHEREAS, the City's 2015 -2016 Fiscal Year Adopted Budget appropriated the funds to
be earned within the fiscal year from the Problem Gambling Recurring Contribution Special
Revenue Fund; and
WHEREAS, the Agreement grants start -up costs to build the capacity of PHC to provide
the services contemplated by the Agreement, utilizing contributions received in the prior fiscal
year; and
WHEREAS, the amount of appropriations will need to be increased to accommodate
these start -up costs.
NOW, THEREFORE, the City Council of the City of Rohnert Park does hereby resolve,
detennine, find and order as follows:
Section 1. Recitals. The above referenced recitals are true and correct and are
incorporated into and form a material part of this Resolution.
Section 2. Environmental Review. The granting of problem gambling mitigation money
is exempt from CEQA review under CEQA Guidelines section 15061(b)(3) because there is no
possibility for the use of the money to have an effect on the environment.
Section 3. Approval of Agreement. The City Council hereby approves the Consultant
Services Agreement with the Petaluma Health Center, attached hereto as Attachment 1, and
authorizes the City Manager to execute the agreement.
Section 4. Increase in Appropriations. The City Council hereby authorizes the Finance
Director to increase appropriations in Fund 181, the Problem Gambling Recurring Contribution
Special Revenue Fund, by the amount of $126,552.
Section 5. Other Actions Authorized. Subject to review and acceptance by the City
Attorney, the City Manager, as appropriate, is hereby authorized and directed to take all actions
necessary or reasonably required to carry out, give effect to, and consummate the transactions
contemplated by this Resolution and to take all action necessary in conformity therewith.
DULY AND REGULARLY ADOPTED this 13t' day of October, 2015.
Cplfl61KI7a.111so11001N1 ' , ' '
Amy O. Ahanotu, Mayor
ATTEST:
t p l
10 f nne Buergler, City Clerk
Attachment: "Attachment 1"
CALLINAN Ale MACKENZIE: STAFFORD: "J e BELFORTE 1 AHANOTU:
AYES: NOES: ( ) ABSENT: ABSTAIN: ( C) )
2
2015 -166
ATTACHMENT 1
CONSULTANT SERVICES AGREEMENT
FOR
GAMBLING ASSESSMENT AND TREATMENT SERVICES
THIS CONSULTANT SERVICES AGREEMENT FOR GAMBLING ASSESSMENT
AND TREATMENT SERVICES ( "Agreement ") is entered into as of the day of October,
2015, by and between the CITY OF ROHNERT PARK ( "City "), a California municipal
corporation, and PETALUMA HEALTH CENTER, a California Corporation ( "Consultant ").
Recitals
WHEREAS, City desires to obtain gambling assessment and treatment services within
the community of the City of Rohnert Park; and
WHEREAS, Consultant hereby warrants to the City that Consultant is skilled and able to
provide such services described in the Scope of Services of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Scope of Services of this Agreement.
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as
follows:
Incorporation of Recitals. The recitals set forth above, and all defined terms set forth in
such recitals and in the introductory paragraph preceding the recitals, are hereby
incorporated into this Agreement as if set forth herein in full.
2. Project Coordination.
A. City. The City Manager or his /her designee shall represent City for all purposes
under this Agreement. The Senior Analyst Bryce Atkins is hereby designated as
the Project Manager. The Project Manager shall supervise the progress and
execution of this Agreement.
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B. Consultant. The Consultant Petaluma Health Center shall have overall
responsibility for the progress and execution of this Agreement.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as the City
through its staff may determine from time to time, Consultant shall perform the
services set out in the "Scope of Services" attached hereto as Exhibit A and
incorporated herein by reference.
B. Time of Performance. The services of Consultant are to commence upon receipt
of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance
coverage, and satisfactory evidence thereof, to City. Consultant shall perform its
services in accordance with the schedule attached hereto as Exhibit A, and
incorporated herein by reference. Any changes to these dates in either this
Section 3 or Exhibit A must be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of Consultant as a
material inducement to entering into this Agreement. All services performed by
Consultant under this Agreement shall be in accordance with all applicable legal
requirements and shall meet the standard of quality ordinarily to be expected of
competent professionals in Consultant's field of expertise.
4. Compensation and Method of Payment.
A. Compensation. The compensation to be paid to Consultant, including both payment
for needs assessment and treatment services, shall be at the compensation rate and
pursuant to the terns set forth in Exhibit A attached hereto and incorporated herein by
reference. Paymment by City under this Agreement shall not be deemed a waiver of
unsatisfactory work, even if such defects were known to the City at the time of
payment.
B. Timing of Payment. Initial start -up payment of $150,000 will be made within 30 days
of the Effective Date. The Needs Assessment $10,000 payment will be made within
30 days of an accepted methodology. The remaining $20,000 for the Needs
Assessment will be paid after Consultant submits a statement at the completion of the
needs assessment. City shall make payment at completion of work, after approval of
the invoice by the Project Manager. Payments for on -going services will be made
monthly upon receipt and approval of invoice. Invoices shall reflect hourly rates of
services.
C. Changes in Compensation. Consultant will not undertake any work that will incur
costs in excess of the amount set forth in Paragraph 4(A) without prior written
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amendment to this Agreement.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under the federal
Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or
other taxes or assessments now or hereafter in effect and payable by reason of or in
connection with the services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or enhanced pay
for work normally understood as overtime, i.e., hours that exceed forty (40) hours per
work week, or work performed during non - standard business hours, such as in the
evenings or on weekends. Consultant shall not receive a premium or enhanced pay
for work performed on a recognized holiday. Consultant shall not receive paid time
off for days not worked, whether it be in the form of sick leave, administrative leave,
or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City's request if litigation is
brought against City in connection with Consultant's work product. Unless the action
is brought by Consultant or is based upon Consultant's negligence, City will
compensate Consultant for the preparation and the testimony at Consultant's standard
hourly rates, if requested by City and not part of the litigation brought by City against
Consultant.
5. Amendment to Scope of Services. City shall have the right to amend the Scope of
Services within the Agreement by written notification to the Consultant. In such event,
the compensation and time of performance shall be subject to renegotiation upon written
demand of either party to the Agreement. Consultant shall not commence any work
exceeding the Scope of Services without prior written authorization from the City.
Failure of the Consultant to secure City's written authorization for extra or changed work
shall constitute a waiver of any and all right to adjustment in the contract price or time
due, whether by way of compensation, restitution, quantum meruit, etc. for work done
without the appropriate City authorization.
6. Term. This Agreement shall commence upon its execution by both parties and shall
continue in full force and effect until June 30, 2020, amended pursuant to Section 21, or
otherwise terminated as provided herein.
7. Inspection. Consultant shall furnish City with every reasonable opportunity for City to
ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials
furnished, if any, shall be subject to the Project Manager's inspection and approval. The
inspection of such work shall not relieve Consultant of any of its obligations to fulfill the
Agreement as prescribed.
ATTACHMENT 1
8. Ownership of Documents. Title to all assessment plans, estimates, reports, drawings,
descriptions and other final work products compiled by the Consultant under the Agreement
shall be vested in City, none of which shall be used in any manner whatsoever, by the
Consultant without the expressed written consent of the City. Basic survey notes and
sketches, charts, computations, and other data prepared or obtained under the Agreement
shall be made available, upon request, to City without restriction or limitations on their use.
Consultant may retain copies of the above - described information but agrees not to disclose
or discuss any information gathered, discussed or generated in any way through this
Agreement without the written permission of City during the term of this Agreement, unless
required by law.
9. Employment of Other Consultants, Specialists or Experts. Consultant will not employ or
otherwise incur an obligation to pay other consultants, specialists or experts for services
in connection with this Agreement without the prior written approval of the City.
10. Conflict of Interest.
A. Consultant covenants and represents that neither it, nor any officer or principal of its
firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner
with the interests of City, hinder Consultant's performance of services under this
Agreement, or be affected in any manner or degree by performance of Consultant's
services hereunder. Consultant further covenants that in the performance of the
Agreement, no person having any such interest shall be employed by it as an officer,
employee, agent, or subcontractor without the express written consent of the City.
Consultant agrees to at all times avoid conflicts of interest, or the appearance of any
conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the Political Reform
Act because Consultant:
1) will conduct research and arrive at conclusions with respect to its rendition
of information, advice, recommendation, or counsel independent of the
control and direction of the City or of any City official, other than normal
contract monitoring; and
2) possesses no authority with respect to any City decision beyond the
rendition of information, advice, recommendation, or counsel. (2 Cal.
Code Regs. § 18700(a)(2).)
11. Liability of Members and Employees of City. No member of the City and no other
officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any
amount which may become due to Consultant or any successor in interest, or for any
ATTACHMENT 1
obligations directly or indirectly incurred under the terms of this Agreement.
12. Indemnity. To the fullest extent permitted by law, Consultant hereby agrees to defend
(by counsel reasonably satisfactory to the City), indemnify, and hold harmless the City,
its officers, elected officials, employees, agents, and volunteers from and against any and
all claims, demands, damages, costs, liabilities, or obligations brought on account of or
arising out of any acts, errors, or omissions of Consultant, its officers, employees, agents,
and subcontractors undertaken pursuant to this Agreement excepting liabilities due to the
sole negligence or willful misconduct of City. The City has no liability or responsibility
for any accident, loss, or damage to any work performed under this Agreement whether
prior to its completion and acceptance or otherwise. Consultant's duty to indemnify and
hold harmless, as set forth herein, shall include the duty to defend as set forth in
California Civil Code § 2778. This indemnification obligation is not limited in any way
by any limitation on the amount or type of damages or compensation payable by or for
Consultant under Worker's Compensation, disability or other employee benefit acts or the
terms, applicability or limitations of any insurance held or provided by Consultant and
shall continue to bind the parties after termination/completion of this agreement. This
indemnification shall be regardless of and not in any way limited by the insurance
requirements of this contract. This indemnification is for the full period of time allowed
by law and shall survive the termination of this agreement.
13. Consultant Not an Agent of City. Consultant, its officers, employees and agents shall not
have any power to bind or commit the City to any decision.
14. Independent Contractor. It is expressly agreed that Consultant, in the performance of the
work and services agreed to be performed by Consultant, shall act as and be an
independent contractor and not an agent or employee of City; and as an independent
contractor, Consultant shall obtain no rights to retirement benefits or other benefits which
accrue to City's employees, and Consultant hereby expressly waives any claim it may
have to any such rights.
15. Compliance with Laws.
A. General. Consultant shall use the standard of care in its profession to comply with all
applicable federal, state, and local laws, codes, ordinances, and regulations.
Consultant represents and warrants to City that it has and shall, at its sole cost and
expense, keep in effect or obtain at all times during the term of this Agreement any
licenses, permits, insurance and approvals which are legally required for Consultant
to practice its profession. Except as otherwise allowed by City in its sole discretion,
Consultant and all sub consultants shall have acquired, at their expense, a business
license from City in accordance with Chapter 5.04 of the Rohnert Park Municipal
Code prior to City's issuance of an authorization to proceed with the Services. Such
license(s) must be kept valid throughout the term of this Agreement. The City is not
responsible or liable for Consultant's failure to comply with any or all of the
ATTACHMENT 1
requirements contained in this paragraph.
B. Workers' Compensation. Consultant certifies that it is aware of the provisions of the
California Labor Code which require every employee to be insured against liability
for workers' compensation or to undertake self - insurance in accordance with the
provisions of that Code, and Consultant certifies that it will comply with such
provisions before commencing performance of the Agreement and at all times in the
performance of the Agreement.
C. Injury and Illness Prevention Program. Consultant certifies that it is aware of and has
complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
D. City Not Responsible. City is not responsible or liable for Consultant's failure to
comply with any and all of its requirements under this section and Agreement.
E. Waiver of Subrogation. Consultant and Consultant's insurance company agree to
waive all rights of subrogation against City, its officers, elected officials, employees,
agents and volunteers for losses paid under Consultant's workers' compensation
insurance policy which arise from the work performed by Consultant for the City.
16. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are
confidential and not to be disclosed to any person except as authorized by the City, or as
required by law.
17. Assignment; Subcontractors; Employees
A. Assn _ m lent. Consultant shall not assign, delegate, transfer, or convey its duties,
responsibilities, or interests in this Agreement or any right, title, obligation, or
interest in or to the same or any part thereof without the City's prior written
consent. Any assignment without such approval shall be void and, at the City's
option, shall immediately cause this Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for employing or
engaging persons necessary to perform the services of Consultant hereunder. No
subcontractor of Consultant shall be recognized by the City as such; rather,
subcontractors are deemed to be employees of the Consultant, and Consultant
agrees to be responsible for their performance. Consultant shall give its personal
attention to the fulfillment of the provisions of this Agreement by all of its
employees and subcontractors, if any, and shall keep the work under its control.
If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly
or improper manner, it shall be discharged immediately from the work under this
Agreement on demand of the Project Manager.
ATTACHMENT I
18. Insurance. Without limiting Consultant's indemnification provided herein, Consultant
shall comply with the requirements set forth in Exhibit B to this Agreement.
19. Termination of Agreement; Default.
A. This Agreement and all obligations hereunder may be terminated at any time, with
or without cause, by the City upon 5 -days' written notice to Consultant.
B. If Consultant fails to perform any of its obligations under this Agreement within
the time and in the manner herein provided or otherwise violate any of the terms of
this Agreement, in addition to all other remedies provided by law, City may
terminate this Agreement immediately upon written notice. In such event,
Consultant shall be entitled to receive as full payment for all services satisfactorily
rendered and expenses incurred hereunder, an amount which bears the same ratio
to the total fees specified in the Agreement as the services satisfactorily rendered
hereunder by Consultant bear to the total services otherwise required to be
performed for such total fee; provided, however, that the City shall deduct from
such amount the amount of damages, if any, sustained by City by virtue of the
breach of the Agreement by Consultant.
C. In the event this Agreement is terminated by City without cause, Consultant shall
be entitled to any compensation owing to it hereunder up to the time of such
termination, it being understood that any payments are full compensation for
services rendered prior to the time of payment.
D. Upon termination of this Agreement with or without cause, Consultant shall turn
over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by
Consultant or its subcontractors, if any, or given to Consultant or its
subcontractors, if any, in connection with this Agreement. Such materials shall
become the permanent property of the City. Consultant, however, shall not be
liable for the City's use of incomplete materials nor for the City's use of complete
documents if used for other than the project contemplated by this Agreement.
20. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary
due to unfavorable conditions or to the failure on the part of the Consultant to perform
any provision of this Agreement. Consultant will be paid for satisfactory Services
performed through the date of temporary suspension.
21. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between the City and Consultant and shall supersede all
prior negotiations, representations, or agreements, either written or oral. This document
may be amended only by written instrument, signed by both the City and Consultant.
ATTACHMENT I
All provisions of this Agreement are expressly made conditions.
22. Interpretation. This Agreement shall be interpreted as though it was a product of a joint
drafting effort and no provisions shall be interpreted against a party on the ground that
said parry was solely or primarily responsible for drafting the language to be interpreted.
23. Litigation Costs. If either party becomes involved in litigation arising out of this
Agreement or the performance thereof, the court in such litigation shall award
reasonable costs and expenses, including attorneys' fees, to the prevailing party. In
awarding attorneys' fees, the court will not be bound by any court fee schedule, but
shall, if it is in the interest of justice to do so, award the full amount of costs, expenses,
and attorneys' fees paid or incurred in good faith.
24. Time of the Essence. Time is of the essence of this Agreement.
25. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be
in writing and either served personally or sent by prepaid, first class mail. Any such
notice, demand, etc. shall be addressed to the other party at the address set forth below.
Either party may change its address by notifying the other party of the change of
address. Notice shall be deemed communicated within 72 hours from the time of
mailing if mailed as provided in this section.
If to City: City Manager
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: Petaluma Health Center
1179 N. McDowell Blvd
Petaluma, CA 94954
26. Consultant's Books and Records.
A. Consultant shall maintain any and all records or documents evidencing or
relating to charges for services, or expenditures and disbursements charged to
the City and 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.
B. Any records or documents required to be maintained pursuant to this Agreement
ATTACHMENT 1
shall be made available for inspection or audit, at any time during regular
business hours, upon written request by the City Manager, or a designated
representative. Copies of such documents shall be provided to the City for
inspection 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.
C. The City may, by written request by any of the above -named officers, require
that custody of the records be given to the City and that the records and
documents be maintained in the City Manager's office.
27. Agreement Binding. The terms, covenants, and conditions of this Agreement shall
apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
28. Equal Employment Opportunity. Consultant is an equal opportunity employer and
agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or
applicant for employment because of race, age, sex, creed, color, sexual orientation,
gender identification, marital status or national origin. Consultant will take affirmative
action to ensure that applicants are treated during such employment without regard to
race, age, sex, creed, color, sexual orientation, gender identification, marital status, or
national origin. Such action shall include, but shall not be limited to, the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising;
lay -offs or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship. Consultant further agrees to post in conspicuous
places, available to employees and applicants for employment, notices setting forth the
provisions of this nondiscrimination clause.
29. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than the Consultant.
30. Waiver. No failure on the part of either party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that party may have hereunder.
31. Severability. If any one or more of the provisions contained herein shall for any reason
be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such
invalidity, illegality, or unenforceability shall not affect any other provision hereof, and
this Agreement shall be construed as if such invalid, illegal, or unenforceable provision
had not been contained herein.
32. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
Exhibit A: Scope of Services and Compensation
Exhibit B: Insurance Requirements
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33. Execution. This Agreement may be executed in several counterparts, each of which shall
constitute one and the same instrument and shall become binding upon the parties when
at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such
counterpart.
34. News Releases /Interviews. All Consultant and sub - consultant news releases, media
interviews, testimony at hearings and public comment shall be prohibited unless
expressly authorized by the City.
35. Applicable Law; Venue. This Agreement shall be construed and interpreted according to
California law. In the event that suit shall be brought by either party hereunder, the
parties agree that trial of such action shall be held exclusively in a state court in the
County of Sonoma, California
36. Authority. Each individual executing this Agreement on behalf of one of the parties
represents that he or she is duly authorized to sign.and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
37. STATEMENT OF ECONOMIC INTEREST. If City determines Consultant comes
within the definition of Consultant under the Political Reform Act (Government Code
§87100), Consultant shall complete and file and shall require any other person doing
work under this Agreement to complete and file a "Statement of Economic Interest" with
the Clerk of the City of Rohnert Park disclosing Consultant and /or such other person's
financial interests.
IN WITNESS WHEREOF, the City and Consultant have executed this Agreement as of the date
first above written.
CITY OF ROHNERT PARK CONSULTANT
By:
City Manager
Date:
Per Resolution 2015-
ATTEST:
By:
City Clerk
By: _
Title:
Date:
ATTACHMENT I
EXHIBIT A
Scope of Services and Compensation
A. Gambling Addiction Treatment and Services
1. Petaluma Health Center ( "Consultant ") will include the capacity for these services in its facility
located in Rohnert Park.
2. Consultant will perform a needs assessment ( "Needs Assessment ") in the Rohnert Park community
to determine the population at risk and propose treatment services. Consultant shall prepare a
methodology for the preparation of the Needs Assessment and provide that methodology to the
City for review within 45 days of the Effective Date of the agreement. The Needs Assessment shall
commence only upon written approval of the methodology by the City. This Needs Assessment will
begin no later than 30 days after the methodology is approved, and will be completed within 90
days thereafter. The Needs Assessment will evaluate and assess gambling addiction and any
related issues within the community of the City of Rohnert Park ( "City ") and propose treatment
services. The cost to prepare the methodology and Needs Assessment will not exceed $30,000.
3. In accordance with the Needs Assessment, Consultant will assign a State of California licensed
and /or certified expert in gambling addiction to develop and run a gambling addiction recovery
program located in Rohnert Park. The program that will include, at a minimum, providing group
and individual psychotherapy, outreach, education, and research to health care providers and to
the Rohnert Park community.
4. Consultant will add brief screening and interventions for gambling addiction to its battery of
assessments for each patient encounter and will share any tools, forms, etc. with other health care
providers in Rohnert Park.
Consultant will provide an annual report on its services, including numbers referred, assessed, and
treated in different programs annually, with the first report within approximately one year of when
services begin.
B. Costs and Compensation
1. The City will pay Consultant a one -time payment of $150,000 toward the costs of capital,
technology, facilities and other related costs to establish and provide the services called for
pursuant to this Agreement. The City shall provide this as a lump sum payment within 30 days of
the effective date of the agreement. On or before June 30, 2016, Consultant shall provide the City
with an accounting report of how all funds have been used, and how any remaining funds will be
used for the costs of capital, technology, facilities and other related costs to establish and provide
the services called for pursuant to this Agreement.
The City will pay Consultant up to $30,000 for the methodology and Needs Assessment. The City
shall pay $10,000 to Consultant within 30 days of written approval of the methodology and
ATTACHMENT 1
projected deliverables for the Needs Assessment. The City will pay up to the remaining $20,000
upon delivery of a Needs Assessment that satisfactorily meets the approved methodology and
projected deliverables. Upon delivery of the final Needs Assessment, Consultant shall provide City
with an invoice containing itemized costs, expenses, and services performed and the hourly rate
charged for those services for the preparation of the methodology and Needs Assessment project.
The City shall issue payment for any remaining amount owed pursuant to the invoice within 30
days of approval of the invoice by the Project Manager.
The City will pay Consultant for the costs associated with on -going assessment, referral, and
treatment services called for by this Agreement and the Needs Assessment ( "On -Going Services ").
During the first year of this agreement, after the Consultant submits an approved Needs
Assessment, the City shall pay Consultant an amount not to exceed $76,000 for On -Going Services.
After the first year of this agreement, the actual amount to be paid to Consultant for On -Going
Services on a yearly basis shall be determined at the sole discretion of the City, and will be based
on funding that is available to and received by the City. The City anticipates being able to allocate
approximately $130,000 per fiscal year for On -Going Services. City will advise Consultant in writing
of the maximum amount to be paid to Consultant for On -Going Services for the fiscal year in June,
prior to the start of the fiscal year. The administrative costs associated with providing On -Going
Services shall not exceed 20% of the total cost of On -Going Services provided by Consultant. As
used herein, "administrative costs" shall mean all costs incurred by Consultant that are not directly
incurred as a result of assessment, referral, and treatment services called for by this Agreement
and the Needs Assessment.
4. Payments for On -Going Services provided for in Section B(3) above, will be made on a monthly
basis upon receipt and approval of an invoices by the Project Manager. Invoices shall detail any
and all expenses and costs, including administrative costs, associated with the On -Going Services
performed and reflect the hourly rate charged for any services. The City shall issue payment within
30 days of receipt and approval of each invoice.
Staffing and Rates
Consultant will assign one or more staff with appropriate professional credentials, such as psychologists
or marriage and family therapists, for treatment services. Hourly rates will be consistent with norms for
such professionals in Sonoma County, reviewed and approved annually with the City, and reflected in
the invoices. Rates for the first year of services will be:
• Psychologist: $68.79 /hour
• Marriage and Family Therapist: $57.93 /hour
ATTACHMENT I
EXHIBIT B
INSURANCE REQUIREMENTS for Consultant Services Agreement
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in
conformance with the requirements set forth below. Consultant will use existing coverage to comply with
these requirements. If that existing coverage does not meet the requirements set forth here, Consultant
agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the
insurance coverage and policy limits set.forth in this section constitute the minimum amount of coverage
required. Any insurance proceeds available to City in excess of the limits and coverage required in this
agreement and which is applicable to a given loss, will be available to City.
Consultant shall provide the following types and amounts of insurance.
General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form
CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross
liability exclusion for claims or suits by one insured against another. Limits are subject to review but in
no event less than $2,000,000 (Two Million Dollars) per occurrence.
Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any Auto)
or the exact equivalent. Limits are subject to review, but in no event to be less than $2,000,000 (Two
Million Dollars) per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -
owned auto endorsement to the general liability policy described above. If Consultant or Consultant's
employees will use personal autos in any way on this project, Consultant shall provide evidence of
personal auto liability coverage for each such person.
Workers Compensation on a state - approved policy form providing statutory benefits as required by law
with employer's liability limits no less than $1,000,000 (One Million Dollars) per accident or disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide
coverage at least as broad as specified for the underlying coverages. Any such coverage provided under
an umbrella liability policy shall include a drop down provision providing primary coverage above a
maximum $25,000 self - insured retention for liability not covered by primary but covered by the umbrella.
Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy
limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not
requiring actual payment by the insured first. There shall be no cross liability exclusion precluding
coverage for claims or suits by one insured against another. Coverage shall be applicable to City for
injury to employees of Consultant, sub consultants or others involved in the Work. The scope of coverage
provided is subject to approval of City following receipt of proof of insurance as required herein. Limits
are subject to review but in no event less than $2,000,000 (Two Million Dollars) per occurrence.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form
coverage specifically designed to protect against acts, errors or omissions of the Consultant and "Covered
Professional Services" as designated in the policy must specifically include work performed under this
agreement. The policy limit shall be no less than $2,000,000 (Two Million Dollars) per claim and in the
aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the
insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this
agreement.
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Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers
in the state of California and with an A.M. Best's rating ofA- or better and a minimum. financial size VII.
General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City
agree to the following with respect to insurance provided by Consultant.
1. Consultant agrees to have its insurer endorse the third party general liability coverage required
herein to include as additional insureds the City, its officers, elected officials, employees, agents,
and volunteers using standard ISO endorsement No. CG 20 10 or an approved equivalent. If
completed operations coverage is excluded, the policy must be endorsed to include such coverage.
Consultant also agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant,
or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss.
Consultant agrees to waive subrogation rights against City regardless of the applicability of any
insurance proceeds, and to require all contractors and subcontractors to do likewise.
3. The worker's compensation policy is to be endorsed with a waiver of subrogation. The insurance
company, in its endorsement, agrees to waive all rights of subrogation against the City, its officers,
elected officials, employees, agents, and volunteers for losses paid under the terms of this policy
which arise from the work performed by the named insured for the City.
4. All insurance coverage and limits provided by Contractor and available or applicable to this
agreement are intended to apply to the full extent of the policies. Nothing contained in this
Agreement or any other agreement relating to the City or its operations limits the application of
such insurance coverage.
5. None of the coverages required herein will be in compliance with these requirements if they include
any limiting endorsement of any kind that has not been first submitted to City and approved of in
writing.
6. No liability policy shall contain any provision or definition that would serve to eliminate so- called
"third party action over" claims, including any exclusion for bodily injury to an employee of the
insured or of any contractor or subcontractor.
7. All coverage types and limits required are subject to approval, modification and additional
requirements by the City, as the need arises. Consultant shall not make any reductions in scope of
coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect
City's protection without City's prior written consent.
8. Proof of compliance with these insurance requirements, consisting of certificates of insurance
evidencing all of the coverages required and an additional insured endorsement to Consultant's
general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In
the event such proof of any insurance is not delivered as required, or in the event such insurance is
canceled at any time and no replacement coverage is provided, City has the right, but not the duty,
to obtain any insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by
Consultant or deducted from sums due Consultant, at City option.
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9. Certificate(s) are to reflect that the insurer will provide 30 days' notice to City of any cancellation
of coverage. Consultant agrees to require its insurer to modify such certificates to delete any
exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes
no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the
requirements of the certificate.
10. It is acknowledged by the parties of this agreement that all insurance coverage required to be
provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-
contributing basis in relation to any other insurance or self - insurance available to City.
11. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is
brought onto or involved in the project by Consultant, provide the same minimum insurance
coverage required of Consultant. Consultant agrees to monitor and review all such coverage and
assumes all responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Consultant agrees that upon request, all agreements with
subcontractors and others engaged in the project will be submitted to City for review.
12. Consultant agrees not to self - insure or to use any self - insured retentions or deductibles on any
portion of the insurance required herein and further agrees that it will not allow any contractor,
subcontractor, Architect, Engineer or other entity or person in any way involved in the perfonnance
of work on the project contemplated by this agreement to self - insure its obligations to City. If
Consultant's existing coverage includes a deductible or self - insured retention, the deductible or self -
insured retention must be declared to the City. At that time the City shall review options with the
Consultant, which may include reduction or elimination of the deductible or self- insured retention,
substitution of other coverage, or other solutions.
13. The City reserves the right at any time during the term of the contract to change the amounts and
types of insurance required by giving the Consultant ninety (90) days advance written notice of
such change. If such change results in substantial additional cost to the Consultant, the City will
negotiate additional compensation proportional to the increased benefit to City.
14. For purposes of applying insurance coverage only, this Agreement will be deemed to have been
executed immediately upon any party hereto taking any steps that can be deemed to be in
furtherance of or towards performance of this Agreement.
15. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform
Consultant of non - compliance with any insurance requirement in no way imposes any additional
obligations on City nor does it waive any rights hereunder in this or any other regard.
16. Consultant will renew the required coverage annually as long as City, or its employees or agents
face an exposure from operations of any type pursuant to this agreement. This obligation applies
whether or not the agreement is canceled or terminated for any reason. Termination of this
obligation is not effective until City executes a written statement to that effect.
17. Consultant shall provide proof that policies of insurance required herein expiring during the term of
this Agreement have been renewed or replaced with other policies providing at least the same
coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A
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coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate
of insurance and /or additional insured endorsement as required in these specifications applicable to
the renewing or new coverage must be provided to City within five days of the expiration of the
coverages.
18. The provisions of any workers' compensation or similar act will not limit the obligations of
Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity
defenses under such laws with respect to City, its officers, elected officials, employees, agents, and
volunteers.
19. Requirements of specific coverage features or limits contained in this section are not intended as
limitations on coverage, limits or other requirements nor as a waiver of any coverage normally
provided by any given policy. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue, and is not intended by any party or insured to be
limiting or all- inclusive.
20. These insurance requirements are intended to be separate and distinct from any other provision in
this agreement and are intended by the parties here to be interpreted as such.
21. The requirements in this Section supersede all other sections and provisions of this Agreement to
the extent that any other section or provision conflicts with or impairs the provisions of this Section.
22. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any
way with the project reserves the right to charge City or Consultant for the cost of additional
insurance coverage required by this agreement. Any such provisions are to be deleted with
reference to City. It is not the intent of City to reimburse any third party for the cost of complying
with these requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
23. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant
arising out of the work performed under this agreement. City assumes no obligation or liability by
such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims
if they are likely to involve City.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the , and a duly
authorized representative of the firm of Petaluma Health Center, whose address is 1179 North
McDowell Boulevard, Petaluma, CA 94954, and that neither I nor the above firm I here represent
has:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above Consultant) to solicit to secure
this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
C) Paid, or agreed to pay, to any firn, organization or person (other than a bona
fide employee working solely for me or the above Consultant) any fee,
contribution, donation, or consideration of any kind for, or in connection
with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
Date
Signature