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2017/06/27 City Council Agenda Packet City of Rohnert Park  130 Avram Avenue  Rohnert Park, California 94928 PHONE: (707) 588-2227 FAX: (707) 794-9248  WEB: www.rpcity.org ROHNERT PARK CITY COUNCIL Rohnert Park Financing Authority (RPFA) Successor Agency to the Community Development Commission (CDC) JOINT REGULAR MEETING AGENDA Tuesday, June 27, 2017 Open Session: 5:00 p.m. MEETING LOCATION: CITY HALL - COUNCIL CHAMBER 130 Avram Avenue, Rohnert Park, California The Rohnert Park City Council welcomes your attendance, interest and participation at its regular city meetings scheduled on the second and fourth Tuesdays of each month at 5:00 p.m. in the Council Chamber. City Council/RPFA agendas and minutes may be viewed at the City’s website: www.rpcity.org. PUBLIC HEARINGS: Council/RPFA may discuss and/or take action on any or all of the items listed on this agenda. If you challenge decisions of the City Council or the Rohnert Park Financing Authority of the City of Rohnert Park in court, you may be limited to raising only those issues you or someone else raised at public hearing(s) described in this agenda, or in written correspondence delivered to the City of Rohnert Park at, or prior to the public hearing(s). RIGHT TO APPEAL: Judicial review of any city administrative decision pursuant to Code of Civil Procedure Section 1094.5 may be had only if a petition is filed with the court no later than the deadlines specified in Section 1094.6 of the California Code of Civil Procedure, which generally limits the time within which the decision may be challenged to the 90th day following the date that the decision becomes final. SIMULTANEOUS MEETING COMPENSATION DISCLOSURE (Government Code § 54952.3): Members of the City Council receive no additional compensation as a result of convening this joint meeting of the City Council and the Rohnert Park Financing Authority. PUBLIC COMMENTS: Provides an opportunity for public comment on items not listed on the agenda, or on agenda items if unable to comment at the scheduled time (limited to three minutes per appearance and a 30 minute total time limit, or allocation of time determined by Presiding Officer based on number of speaker cards submitted). PLEASE FILL OUT A SPEAKER CARD PRIOR TO SPEAKING ANNOUNCEMENT: Please turn off all pagers, cellular telephones and all other communication devices upon entering the Council Chamber. Use of these devices causes electrical interference with the sound recording and TV broadcast systems. Mission Statement “We Care for Our Residents by Working Together to Build a Better Community for Today and Tomorrow.” City of Rohnert Park Joint Regular Meeting Agenda June 27, 2017 for City Council/RPFA/CDC Successor Agency Page 2 of 5 1. CITY COUNCIL/RPFA/SUCCESSOR AGENCY JOINT REGULAR MEETING - CALL TO ORDER/ROLL CALL (Ahanotu __ Belforte__ Callinan __ Stafford __ Mackenzie __) 2. PLEDGE OF ALLEGIANCE 3. PRESENTATIONS A. Mayor’s Certificate of Recognition: Recognizing Ricardo Oliva for His Outstanding Coaching Efforts and Achievements B. Sonoma County Tourism Presentation 4. DEPARTMENT HEAD BRIEFING A. Department of Public Safety: Use Only ‘Safe and Sane’ Fireworks or Risk Fines of $1,000 5. PUBLIC COMMENTS Persons wishing to address the Council on any Consent Calendar item or on City business not listed on the Agenda may do so at this time. Each speaker will be allotted three minutes. Those wishing to address the Council on any report item listed on the Agenda should submit a “Speaker Card” to the City Clerk before announcement of that agenda item. 6. CONSENT CALENDAR All items on the Consent Calendar will be considered together by one or more action(s) of the City Council and/or the Rohnert Park Financing Authority and Successor Agency to the Community Development Commission, whichever is applicable, unless any Council Member or anyone else interested in a consent calendar item has a question about the item. A. Approval of Minutes for: 1. City Council/RPFA/Successor Agency Joint Regular Meeting, June 13, 2017 B. Acceptance of Reports for: 1. Receive Wilfred/Dowdell Specific Plan Reimbursement Fee Annual Report for FY 2016-17 2. City Bills/Demands for Payment dated June 27, 2017 3. RPFA- Cash Report for Month Ending May 2017 4. Housing Successor Agency- Cash Report for Month Ending May 2017 5. Successor Agency- Cash Report for Month Ending May 2017 C. City Council Resolutions for Adoption: 1. 2017-78 Approving Site Lease Agreement with California Parenting Institute for Use of Senior Center Annex 2. 2017-79 Affirming Compliance with the Surplus Land Act (as Amended by Assembly Bill 2135) to Satisfy Requirements of the Metropolitan Transportation Commission (MTC) for its One Bay Area Grant (OBAG) Program 3. 2017-80 Approving the Plans and Specifications for the 2017 Preventive Maintenance (Project Number 2017-08), City of Rohnert Park Joint Regular Meeting Agenda June 27, 2017 for City Council/RPFA/CDC Successor Agency Page 3 of 5 Awarding the Construction Contract to Telfer Pavement Technologies LLC and Related Actions 4. 2017-81 Authorizing the City Manager to Execute the First Amendment to the Consultant Services Agreements with Code Source and Shums Coda Associates 5. 2017-82 Approving the Tentative Agreement on a Four Year Proposal with Service Employees International Union (SEIU) 6. 2017-83 Approving and Adopting a Memorandum of Agreement with the Service Employees International Union (SEIU) for the period of July 9, 2017 to June 30, 2021 7. 2017-84 Adopting a Debt Management Policy D. Authorize the City Manager to Execute Consultant Services Agreement with PerfectMind, Inc. for Recreation Management Software not to exceed amount of $136,000 Council Motion/Vote 7. Consideration of Contract with The Design Guild for Retail Business Attraction Services A. Staff Report B. Public Comments C. Resolution for Adoption: 1. 2017-85 Approving an Agreement with The Design Guild a. Council motion/discussion/vote 8. Consideration of New Salary Structure for Miscellaneous Part-Time Hourly Positions Effective July 9, 2017 A. Staff Report B. Public Comments C. Resolution for Adoption: 1. 2017-86 Approving the City of Rohnert Park Current Pay Rates and Ranges of Miscellaneous Part-Time Hourly Positions to be Effective July 9, 2017 a. Council motion/discussion/vote 9. COMMITTEE / LIAISON / OTHER REPORTS This time is set aside to allow Council members serving on Council committees or on regional boards, commissions or committees to present a verbal report on the activities of the respective boards, commissions or committees on which they serve. No action may be taken. A. Standing Committee Reports 1. Economic Development Committee (6/21) B. Liaison Reports 1. Chamber of Commerce (Board of Directors) (6/20) 2. Library Advisory Board (6/20) 3. Sonoma County Waste Management Agency (SCWMA) (6/21) City of Rohnert Park Joint Regular Meeting Agenda June 27, 2017 for City Council/RPFA/CDC Successor Agency Page 4 of 5 C. Other Reports 1. Redwood Empire Municipal Insurance Fund (REMIF) Board (6/15) 10. COMMUNICATIONS Copies of communications have been provided to Council for review prior to this meeting. Council Members desiring to read or discuss any communication may do so at this time. No action may be taken except to place a particular item on a future agenda for Council consideration. 11. MATTERS FROM/FOR COUNCIL Prior to agenda publication, any Councilmember may place an item on this portion of the agenda. Upon the concurrence of two Councilmembers, the item may be added to a subsequent agenda for deliberation and action. In accordance with the Brown Act, at the City Council meeting, Councilmembers may not add items hereunder, except for brief reports on his or her own activities or brief announcements regarding an event of community interest. 12. PUBLIC COMMENTS Persons wishing to address the Council on City business not listed on the Agenda may do so at this time. Each speaker will be allotted three minutes. Those wishing to address the Council on any report item listed on the Agenda should submit a “Speaker Card” to the City Clerk before announcement of that agenda item. 13. ADJOURNMENT City of Rohnert Park Joint Regular Meeting Agenda June 27, 2017 for City Council/RPFA/CDC Successor Agency Page 5 of 5 NOTE: Time shown for any particular matter on the agenda is an estimate only. Matters may be considered earlier or later than the time indicated depending on the pace at which the meeting proceeds. If you wish to speak on an item under discussion by the Council which appears on this agenda, after receiving recognition from the Mayor, please walk to the rostrum and state your name and address for the record. Any item raised by a member of the public which is not on the agenda and may require Council action shall be automatically referred to staff for investigation and disposition which may include placing on a future agenda. If the item is deemed to be an emergency or the need to take action arose after posting of the agenda within the meaning of Government Code Section 54954.2(b), Council is entitled to discuss the matter to determine if it is an emergency item under said Government Code and may take action thereon. DISABLED ACCOMMODATION: If you have a disability which requires an interpreter or other person to assist you while attending this City Council meeting, please contact the City Clerk’s Office at (707) 588-2227 at least 72 hours prior to the meeting to ensure arrangements for accommodation by the City. Please notify the City Clerk’s Office as soon as possible if you have a visual impairment requiring meeting materials to be produced in another format (Braille, audio-tape, etc.) AGENDA REPORTS & DOCUMENTS: Copies of all staff reports and documents subject to disclosure that relate to each item of business referred to on the agenda are available for public inspection at City Hall located at 130 Avram Avenue, during regular business hours, Monday through Friday from 8:00 am to 5:00 pm. Any writings or documents subject to disclosure that are provided to all, or a majority of all, of the members of the City Council regarding any item on this agenda after the agenda has been distributed will also be made available for inspection at City Hall during regular business hours. CERTIFICATION OF POSTING OF AGENDA I, Caitlin Saldanha, Deputy City Clerk for the City of Rohnert Park, declare that the foregoing agenda for the June 27, 2017, Joint Regular Meeting of the Rohnert Park City Council/RPFA was posted and available for review on June 22, 2017, at Rohnert Park City Hall, 130 Avram Avenue, Rohnert Park, California 94928. The agenda is also available on the City web site at www.rpcity.org, Executed this 22nd day of June, 2017, at Rohnert Park, California. ___________________________________________ Caitlin Saldanha, Deputy City Clerk Honoring R ICARDO O LIVA for His Outstand ing Coaching Efforts and Achievements As Mayor, an d on behalf of the City Council of the City of Rohnert Park , I do hereby recognize and honor Coach Ricardo Oliva for his dedicated coaching efforts. Coach Oliva was recently awarded the Region V Soccer coach of the Year and the Cal North 2016 Boys Recreational District Coach of the Year for recreational soccer. Coach Oliva has been coaching recreational youth soccer for over eight year s and is currently coaching 3 teams. Through his commitment , dedication and love for coaching , people like Ricardo are set t ing an example of leadership and good sportsmanship for our youths. We deeply appreciate your committed efforts and thank you for your valued service to the Rohnert Park youth soccer co mmunity. Signed this 27th day of June, 2017 By: _________________________________________ Jake Mackenzie , Mayor 1 Who is Sonoma County Tourism? Private, non-profit. Professional sales and marketing team •“Destination Marketing Organization” •Focus on travel choice inspiration; group sales •Don’t replace existing chambers / visitor centers –complement each other Funding •2% assessment on lodging that make more than $350K. (“Business Improvement Area”) •A portion of County of Sonoma’s advertising award program (TOT) Mission: Promote overnight visitor stays to 3 Mission: Promote tourism businesses in 4 THIS IS FREE Tourism businesses do not pay to access our basic services 5 Local Chamber or Visitors Bureau Local business International State / National Region Town Sonoma County Tourism “Ecosystem” Business represented by SCT programs by category 7 1 60% 2 30% 3 10% Sales and Marketing Allocations 8 Main geographic markets: Bay Area Los Angeles / San Diego Sacramento West coast cities Major domestic cities Major domestic cities Major domestic cities Major domestic cities Major domestic cities Major domestic cities International: Canada International: Europe International: Mexico International: Asia / AusNz 9 2016 RecapHotel metrics: Average daily rate (ADR): up 7% Occupancy rate: up 2.2% This data is compiled by Smith Travel Research and is called the “Star Report” (STR). It measures hotels and motels and inns who report into it. It does not capture vacation rentals, campgrounds and smaller B&Bs, so it’s a snapshot, not definitive New initiatives: •Strategic Planning •DestinationNEXT •Community Engagement •Workforce Development 10 2016 Economic Impact: Tourism Economy •$1.93 billion total direct travel spending in Sonoma County1 5.7% growth over last year •$158.4 million in government revenue1 Sales tax Lodging taxes Excise taxes (fuel) •20,410 local jobs1 One in ten private-sector jobs in Sonoma County •91 percent tourism businesses are locally owned2 •82 percent have fewer than 24 employees2 1. CA Travel Impacts By County, Dean Runyan and Associates, May 2017 2. Annual Tourism Report, Sonoma County EDB, 2015 11 12 How to measure tourism promotion dollars? Macro-measurements: •Occupancy and average daily rate •Promote “off-peak” travel: mid-week, and mid-Nov to mid-May •SCT BIA return on investment: $85 for every dollar invested. CA state average: $63 1 •“TMD activities generated $689 million in new tax revenue at the state and local level —$5.50 in new tax local revenue for every dollar spent —a remarkable net benefit for government.” 1 1. Economic Impact of Tourism Business Improvement Districts on California, Dr. Patrick Tierny, San Francisco State University, 2012 13 Micro-measures: “Programs and promotions” Leads for group businesses and economic impact: $37,997,658.20 / year Visitor Guide return on investment: $1,390.31 per guide, $47,200,904 / year Email ROI: $255.12 per email address, $6,810,854 / year Website: $41 in-destination spend per visitor 14 Sonoma County outpaces CA average visitor direct-spend growth Source: Dean Runyan and Associates, CA Travel Impacts by County 15 CA Average Rohnert Park Group Business (Meetings) 2009-2018 Leads received: 1,420 Room nights: 327,089 Groups booked: 83 Economic Impact: $20,045,470.03 Cash incentive: $94,000 17 Rohnert Park in marketing programs 18 Businesses represented in SCT programs: 113 652 mentions on website 19 How to Work with SCT The Strength of a Partnership Find ways to work with SCT on www.sonomacounty.com/partners Free opportunities include: •Add you event to the online calendar •Submit What’s New for quarterly press release •Add special offers for promotions •Update your free business listing on our website THANK YOU QUESTIONS? Sonoma County Tourism www.sonomacounty.com 707-522-5800 22 BACK UP SLIDES FOLLOW 23 Karissa Kruse, CTA Sonoma County Winegrowers, President Rachel LeGrand, CTA Russian River Getaways, Owner Crista Luedtke Boon Hotel & Spa, Owner James Luchini, CTA Francis Ford Coppola Winery, Special Events Manager Kristen Madsen Director, Creative Sonoma Dan Parks, CTA Sonoma Creek Inn, Owner Bert Rangel, CTA Rivers End Restaurant & Inn, Owner Jennifer Richards Hyatt Vineyard Creek, General Manager Gary Saperstein Out in the Vineyard, General Manager Scott Satterfield Sheraton Sonoma County Petaluma, General Manager Ben Stone Sonoma County Economic Development Board, Executive Director Jonny Westom, CTA Sonoma Valley Visitors Bureau, Executive Director Pauline Wood, CTA, Past Chair Petaluma KOA, General Manager Joe Bartolomei, Chair Farmhouse Inn & Restaurant, Owner Tom Birdsall Hampton Inn-Windsor, Owner Percy Brandon, CTA Vintners Inn, General Manager Sheryl Bratton Sonoma County Administrator Jennifer Buffo, CTA Pure Luxury Transportation, Owner/COO Thera Buttaro Bodega Bay and Beyond, Owner Dan Christensen, CTA, Treasurer,Past Chair Geyserville Inn, Owner Jonathan Coe, CTA Santa Rosa Chamber of Commerce, President Hannah Euser Administrator Analyst, County Administrator office Michelle Heston, Vice Chair Fairmont Sonoma Mission Inn & Spa, Regional Director of PR Keo Hornbostel, Secretary Safari West, General Manager Steve Jung, CTA Doubletree by Hilton, General Manager SCT Board of Directors 24 Funding: Dedicated assessment on tourism businesses in the “Business Improvement Area.” (2/3 of our funding) A portion of the Transient Occupancy Tax collected in County of Sonoma. (1/3 of our funding) 25 SCT FY17-18 Revenue by source 60.00%38.00% 2.00% * Only lodging that gross more than $350,000 annually assess the 2% on their lodging. Other businesses do not need to assess this. 26 Business Improvement Area - Assessments from lodging* Transient Occupancy Tax Reimbursements and investment “Business Improvement Area” “The B.I.A.” Lodging businesses formed the BIA in 2004 to ensure a steady source of marketing and sales money Only collected by lodging businesses that gross more than $350K annually Two percent assessment added to the lodging bill Separate from taxes collected by a city or county 27 How does SCT compare? Since SCT creation, direct visitor spending in Sonoma County has grown by 55%, 1.4 times CA average Performance allowed Sonoma County to attract a total of $1.76 billion of direct visitor spending in 2014. Exceeded Sonoma County’s California-based competitors Reductions in spending had Sonoma County been at state average: •Spending would be reduced by $193 million annually •2100 fewer jobs •($7,000,000) reduction in local tax generation Sources: Dean Runyan and Associates, CA Travel Impacts by County, The Radcliffe Company / The Nichols Tourism Group Sonoma County Strategic Resea rch 2016 28 29 30 Sally’s Superior Hotel 100 Rooms Leisure Group & Meetings Tour & Travel Empty Rooms 4 Room Options: Sample day at Sally’s Superior Hotel 100 Rooms Empty Rooms 100 Rooms Tour & Travel Group & Meetings Leisure Empty Rooms Occupancy:70% Sample day at Sally’s Superior Hotel Week Flow at Sally’s Superior Hotel Tour & Travel Group & Meetings Leisure Empty Rooms Monday Occupancy:68% Week at Sally’s Superior Hotel Tour & Travel Group & Meetings Leisure Empty Rooms Monday Occupancy:68% Tuesday 68% Wednesday 70% Week at Sally’s Superior Hotel Tour & Travel Group & Meetings Leisure Empty Rooms Monday Occupancy:68% Tuesday 68% Wednesday 70% Thursday 75% Friday 88% Saturday 88% Sunday 70% Year Room Flow Jan Feb Mar Apr May June July Aug Sept Oct Nov Dec Tour & TravelGroup & Meetings LeisureEmpty Rooms 63%70%74%81%79%83%87%85%86%82%76%67% Item No. 6A1 MINUTES OF THE JOINT REGULAR MEETING OF THE CITY OF ROHNERT PARK City Council Rohnert Park Financing Authority Successor Agency to the Community Development Commission Tuesday, June 13, 2017 Rohnert Park City Hall, Council Chamber 130 Avram Avenue, Rohnert Park, California 1. CITY COUNCIL/RPFA/SUCCESSOR AGENCY TO THE CDC JOINT REGULAR MEETING - CALL TO ORDER/ROLL CALL Mayor Mackenzie called the joint regular meeting to order at 5:00 pm, the notice for which being legally noticed on June 8, 2017. Present: Jake Mackenzie, Mayor Pam Stafford, Vice Mayor Amy O. Ahanotu, Councilmember Gina Belforte, Councilmember Absent: Joseph T. Callinan, Councilmember Staff present: City Manager Jenkins, Assistant City Manager Schwartz, City Attorney Marchetta-Kenyon, Development Services Director Pawson, Director of Public Works and Community Services McArthur, Director of Public Safety Masterson, Human Resources Director Perrault, Finance Director Howze, Planner Tusinger, Senior Analyst L. Tacata, Management Analyst E. Tacata, and City Clerk Buergler. 2. PLEDGE OF ALLEGIANCE Led by Mayor Mackenzie. 3. PRESENTATIONS A. Mayor’s Certificate of Recognition: Honoring Theater Manager, Gene Abravaya, on the Occasion of His Retirement. Mayor Mackenzie read and presented the Certificate to Gene Abravaya. 4. DEPARTMENT HEAD BRIEFING None. 5. PUBLIC COMMENTS Jennifer expressed concern regarding noise pollution and requested that the City implement quiet zones to reduce the SMART Train horn noise. Mayor Mackenzie directed City City of Rohnert Park Joint Regular Meeting Minutes June 13, 2017 for City Council/Rohnert Park Financing Authority/Successor Agency Page 2 of 8 Manager Jenkins to provide a brief verbal report regarding the county wide effort to establish quiet zones. City Manager Jenkins reported the City Council voted to work with Cotati and Sonoma County to establish quiet zones and the County of Sonoma is the lead agency and filing the quiet zone application. For the record Mayor Mackenzie stated he sits on the SMART Board of Directors and relays comments received to the SMART staff. Jim Duffy requested the Council begin the discussion regarding the appropriate form and structure for civilian oversight of the Rohnert Park police department as called for in the California Advisory Committee to the US Commission on Civil Rights May 2000 report. Eileen Morabito spoke in support of the creation of a community police oversight board and asked if the City looked into Crisis Intervention Training for Law Enforcement Personnel provided by Sonoma County’s Department of Health Services’, and held up a sign reading, “community oversight of law enforcement now.” ACTION: Mayor Mackenzie directed City Manager Jenkins to report back to the City Council regarding participation in the training. Susan Lamont expressed concern regarding the May 12, 2017, death of Branch Worth, requested the creation of a civilian review board as called for in the California Advisory Committee to the US Commission on Civil Rights May 2000 report, and read a statement from Marni Wroth. Dr. Carolyn Epple requested the Council create a civilian review board as called for in the California Advisory Committee to the US Commission on Civil Rights May 2000 report. 6. CONSENT CALENDAR A. Approval of Minutes for: 1. City Council/RPFA/Successor Agency Joint Regular Meeting, May 23, 2017 B. Acceptance of Reports for: 1. City Bills/Demands for Payment dated June 13, 2017 2. Successor Agency to the CDC Bills/Demands for Payment dated June 13, 2017 C. City Council Resolution for Adoption: 1. 2017-069 Approving Site Lease Agreement with Petaluma People Services Center for Use of Senior Center Annex 2. 2017-070 Approving a Six Month Extension of Temporary Debris Box and Roll-Off Collection Services Franchise Agreements with Rohnert Park Disposal, Inc. and Industrial Carting and Authorizing the City Manager to Send Notices of Intent to Extend Agreements 3. 2017-071 Adopting an Appropriations Limit for the City of Rohnert Park for the 2017-18 Fiscal Year Pursuant to Article XIII B of the California Constitution 4. 2017-072 Adopting an Appropriations Limit for the City of Rohnert Park for the 2017-18 Fiscal Year Pursuant to Article XIII B of the California Constitution City of Rohnert Park Joint Regular Meeting Minutes June 13, 2017 for City Council/Rohnert Park Financing Authority/Successor Agency Page 3 of 8 D. Approval of City Council Policy to Establish Casino Mitigation Reserve Fund E. Confirmation of the Appointment of Mayor Mackenzie as the Alternate Director to the Santa Rosa Groundwater Sustainability Agency F. Authorize the Mayor to Sign a Letter of Support for Assembly Constitutional Amendment (ACA) 4 Local Government Financing: Affordable Housing and Public Infrastructure: Voter Approval G. Authorize the City Manager to Sign a Letter of Support for Participation in the Bike Share Capital Grant Program (PULLED by Stafford and Belforte) H. Authorize the City Manager to Execute an Acknowledgement of Completion and Termination of Off-site Public Improvements and Public Facilities Fee Credit Agreement and Termination and Supersession of Deferred Public Improvement Agreement for the Fiori Estates Project I. Authorize the Mayor to Sign a Statement Declaring Support for Climate Action to Meet the Paris Agreement (PULLED by Belforte) ACTION: Moved/seconded (Belforte/Stafford) to approve the Consent Calendar. Motion carried by the following unanimous 4-0-1 vote: AYES: Ahanotu, Belforte, Stafford, and Mackenzie, NOS: None, ABSTAINS: None, ABSENT: Callinan. G. Authorize the City Manager to Sign a Letter of Support for Participation in the Bike Share Capital Grant Program Director of Development Services Pawson presented the item. Recommended Action(s): Authorize the City Manager to sign a Letter of Support for participation in the Bike Share Capital Grant Program. ACTION: Moved/seconded (Stafford/Mackenzie) to approve the Recommended Action. Motion carried by the following unanimous 4-0-1 vote: AYES: Ahanotu, Belforte, Stafford, and Mackenzie, NOS: None, ABSTAINS: None, ABSENT: Callinan. I. Authorize the Mayor to Sign a Statement Declaring Support for Climate Action to Meet the Paris Agreement Mayor Mackenzie presented the item. Recommended Action(s): Approve the Mayor’s request to submit his name and signing an online statement/form (via www.wearestillin.com) declaring support for climate action to meet the Paris Agreement. ACTION: Moved/seconded (Mackenzie/) to approve the Recommended Action. Motion died due to a lack of a second. 7. Discussion and Direction Regarding Priorities for Ownership of Affordable Housing in the Southeast Specific Plan Area Director of Development Services Pawson, Planner Tusinger, and Executive Director Dev Goetschius, Housing Land Trust of Sonoma County, presented the item. Recommended City of Rohnert Park Joint Regular Meeting Minutes June 13, 2017 for City Council/Rohnert Park Financing Authority/Successor Agency Page 4 of 8 Action(s): Direct City staff to work with HLT to implement an Affordable Housing program and to amend the affordable housing agreement accordingly to give priority to eligible buyers who live or work in Rohnert Park, or who work for Sonoma State University. Public Comment: None. ACTION: By Consensus (none opposed, Callinan absent), City Council directed City staff to work with HLT to implement an Affordable Housing program and to amend the affordable housing agreement accordingly to give priority to eligible buyers who live or work in Rohnert Park, or who work for Sonoma State University or Cotati-Rohnert Park Unified School District and bring back for review the inclusionary housing agreement with the ownership priorities included. Mayor Mackenzie stepped away from dais 6:20 p.m. and Vice Mayor Stafford assumed the gavel. Mayor Mackenzie returned at 6:26 p.m. and reassumed the gavel. 8. Discussion and Direction on Safe Drug and Sharps Disposal Ordinance Assistant City Manager Schwartz and Director Brian Vaughn, Division of Health Policy, Planning & Evaluation Sonoma County Department of Health Services, presented the item. Recommended Action(s): Direct staff to request that the County’s model ordinance include the following components: 1) The ordinance include a broad definition of producers to cover a wide variety of products; this is currently included in the model ordinance. 2) The ordinance include sharps as a covered product to increases convenience for the public, reduces the risk of injuries, and require producers to cover the costs of disposal; this is currently included in the model ordinance. 3) The ordinance reduce the number of required sites to a manageable level (two in Rohnert Park), and exclude a requirement for monthly or other periodic events, and include a mail-back option; these requirements differ from the current version of the model ordinance. 4) The ordinance permit delegation of enforcement and administration to the County Department of Health Services. 5) If the County does not change its model ordinance, the City should adopt these policies in its own ordinance and contract with the County for enforcement and administration Public Comment: None. ACTION: By Consensus (none opposed, Callinan absent), City Council directed staff to move forward with the Recommended Action. Vice Mayor Stafford stepped away from the dais 6:50 p.m. and returned 6:53 p.m. 9. Review and Consideration of Adoption of City of Rohnert Park Operating and Capital Improvement Program Budgets FY 2017/18 Finance Director Howze and City Manager Jenkins presented the item. Recommended Action(s): approve resolutions adopting the City Budget for Fiscal Year 2017-18 and adopting the Proposed Five-Year Capital Improvement Program (CIP) for FY 2017-18 through FY 2021-22, and the Capital Improvement Projects for FY 2017-18 as included in the City Budget for Fiscal Year 2017-18. Public Comment: None. City of Rohnert Park Joint Regular Meeting Minutes June 13, 2017 for City Council/Rohnert Park Financing Authority/Successor Agency Page 5 of 8 ACTION: Moved/seconded (Stafford/Ahanotu) to approve Resolution 2017-73 Approving and Adopting the Operating Budget for the City of Rohnert Park for Fiscal Year 2017-18. Motion carried by the following unanimous 4-0-1 vote: AYES: Ahanotu, Belforte, Stafford, and Mackenzie, NOS: None, ABSTAINS: None, ABSENT: Callinan ACTION: Moved/seconded (Stafford/Belforte) to approve Resolution 2017-74 Adopting the Five-Year Capital Improvements Program (CIP) for Fiscal Years 2017-18 through 2021-22 and Approving Fiscal Year 2017-18 CIP Projects as Included in the City Budget for Fiscal Year 2017-18. Motion carried by the following unanimous 4-0-1 vote: AYES: Ahanotu, Belforte, Stafford, and Mackenzie, NOS: None, ABSTAINS: None, ABSENT: Callinan 10. Consideration of Designating a Voting Delegate and Alternate/s for the League of California Cities Annual Conference – September 13 – 15, 2017, Sacramento, CA City Manager Jenkins presented the item. Recommended Action(s): Designate a voting delegate and alternate/s for the League of California Cities Annual Conference being held September 13-15, 2017 in Sacramento, CA and directing staff to complete the Voting Delegate Form and submit it to the League of California Cities. Public Comment: None. ACTION: By Consensus (none opposed, Callinan absent), City Council did not appoint a delegate. Councilmember Belforte stepped away from the dais 7:24 p.m. and returned 7:26 p.m. 11. PUBLIC HEARING (NO EARLIER THAN 6PM – (Noticed on 6/2/2017 and 6/9/2017) Development Services Cost Recovery Annual Report – FY 2016-17 Management Analyst E. Tacata presented the item. Recommended Action(s): Conduct a public hearing, accept and file the Development Services Cost Recovery Annual Report for FY 2016-17. Hearing Opened 7:33 p.m. Public Comments: None. Hearing Closed 7:33 p.m. ACTION: Moved/seconded (Stafford/Belforte) to accept the Development Services Cost Recovery Annual Report for FY 2016-17. Motion carried by the following unanimous 4-0-1 vote: AYES: Ahanotu, Belforte, Stafford, and Mackenzie, NOS: None, ABSTAINS: None, ABSENT: Callinan City of Rohnert Park Joint Regular Meeting Minutes June 13, 2017 for City Council/Rohnert Park Financing Authority/Successor Agency Page 6 of 8 12. CLOSED SESSION A. Mayor Mackenzie made the closed session announcement pursuant to Government Code §54957.7 and Council recessed to Closed Session at 7:34 p.m. in Conference Room 2A to Consider: 1. Conference with Real Property Negotiators (Government Code §54956.8) Property: 6250 State Farm Drive, Rohnert Park, CA (APN: 143-051-021) City Negotiator: Don Schwartz, Assistant City Manager Negotiating Parties: Rhonda Deringer, Keegan & Coppin Company, Inc. Under Negotiation: Price and Terms of Payment 2. Conference with Labor Negotiators (Government Code §54957.6) Agency designated representative(s): Darrin Jenkins, City Manager Employee Organizations: a. Rohnert Park Public Safety Managers' Association (RPPSMA) b. Service Employees' International Union (SEIU) B. Reconvened Joint Regular Meeting Open Session in Council Chamber at 8:12 p.m. C. Report on Closed Session (Government Code § 54957.1) Mayor Mackenzie reported: no reportable action. 13. Consideration of Approving a Tentative Agreement and Memorandum of Agreement with the Rohnert Park Public Safety Managers’ Association (RPPSMA) Human Resources Director Perrault presented the item. Recommended Action(s): Approve and adopt Tentative Agreement and Memorandum of Agreement with the Rohnert Park Public Safety Managers Association (RPPSMA) for the period of June 25, 2017 through June 30, 2021. Public Comment: None. ACTION: Moved/seconded (Stafford/Ahanotu) to approve Resolution 2017-75 Approving the Tentative Agreement on a Four Year Proposal with Rohnert Park Public Safety Managers’ Association (RPPSMA). Motion carried by the following unanimous 3-0-2 vote: AYES: Ahanotu, Stafford, and Mackenzie, NOS: None, ABSTAINS: None, ABSENT: Callinan and Belforte. Councilmember Belforte returned from Closed Session 8:14 p.m. ACTION: Moved/seconded (Stafford/Ahanotu) to approve Resolution 2017-76 Approving and Adopting a Memorandum of Agreement with the Rohnert Park Public Safety Managers’ Association (RPPSMA) for the period of June 25, 2017 to June 30, 2021. City of Rohnert Park Joint Regular Meeting Minutes June 13, 2017 for City Council/Rohnert Park Financing Authority/Successor Agency Page 7 of 8 Motion carried by the following unanimous 4-0-1 vote: AYES: Ahanotu, Belforte, Stafford, and Mackenzie, NOS: None, ABSTAINS: None, ABSENT: Callinan. 14. Consideration of Pay Rates & Ranges Revised May 9, 2017 Human Resources Director Perrault presented the item. Recommended Action(s): Approve a resolution authorizing and approving the City of Rohnert Park Current Pay Rates and Ranges revised May 9, 2017. Public Comment: None. ACTION: Moved/seconded (Ahanotu/Belforte) to approve Resolution 2017-77 Approving the City of Rohnert Park Current Pay Rates and Ranges Revised May 9, 2017. Motion carried by the following unanimous 4-0-1 vote: AYES: Ahanotu, Belforte, Stafford, and Mackenzie, NOS: None, ABSTAINS: None, ABSENT: Callinan. 15. COMMITTEE / LIAISON/ OTHER REPORTS A. Standing Committee Reports None. B. Liaison Reports 1. Santa Rosa Groundwater Sustainability Agency (6/1) Vice Mayor Stafford reported Lynda Hopkins is the Chair and Tom Schwedhelm the Vice Chair; a resolution was adopted forming the Agency; and the budget was accepted. Director of Development Services Pawson reported on the Advisory Committee to the Board application and appointment process. 2. Health Action Council (6/2) Councilmember Belforte reported she did not attend the meeting and that the Health Action framework is in the planning process. The Rohnert Park Chapter did not receive the $25,000 that many other chapters received. 3. Association of Bay Area Government (ABAG) General Assembly (6/5) Mayor Mackenzie reported this is the last meeting of the General Assembly, the Work Plan has been approved and employment offers from ABAG to MTC have been sent. 4. Mayors’ & Councilmembers Association of Sonoma County (6/8) Mayor Mackenzie reported the meeting was held in Petaluma, they heard a presentation about the Mentor Me Program and the revenue presentation was not heard because the speaker was unable to attend. Santa Rosa Mayor Coursey and Councilmember Combs spoke about Measure C’s defeat, Windsor Vice Mayor Foppoli communicated the idea of the cities in Sonoma County working together on cooperative housing agreements, and Mayor Mackenzie provided an update on regarding ABAG and MTC merger. Councilmember Combs was appointed to the ABAG Executive Board, Alternate position. City of Rohnert Park Joint Regular Meeting Minutes June 13, 2017 for City Council/Rohnert Park Financing Authority/Successor Agency Page 8 of 8 5. Sonoma County Transportation Authority (6/12) Mayor Mackenzie reported receiving a report on priority development areas in Sonoma County and a report from the Bay Area Air Quality Management District presentation on the Climate Action Plan. C. Other Reports Golden Gate Bridge District Councilmember Belforte reported President Stroeh passed away and services will be held June 27, 2017, in Novato. The bridge toll will increase July 1, 2017. 16. COMMUNICATIONS Vice Mayor Stafford reported on the Memorial Day ceremony held at the Rohnert Park Community Center, Mayor Mackenzie represented the City at the KG Technologies and Crane Creek Regional Trail ground breaking ceremonies. 17. MATTERS FROM/FOR COUNCIL None. 18. PUBLIC COMMENTS None. 19. ADJOURNMENT Mayor Mackenzie adjourned the joint regular meeting at 8:26 pm. _____________________________________ __________________________________ JoAnne M. Buergler, City Clerk Jake Mackenzie, Mayor City of Rohnert Park City of Rohnert Park ITEM NO. 6B1 1 Meeting Date: June 27, 2017 Department: Development Services Submitted By: Mary Grace Pawson, PE, Director of Development Services Prepared By: Eydie Tacata, Management Analyst Agenda Title: Wilfred/Dowdell Specific Plan Reimbursement Fee Annual Report for FY 2016-17 RECOMMENDED ACTION: Receive and file the Wilfred/Dowdell Specific Plan Reimbursement Fee Annual Report for FY 2016-17. BACKGROUND: Section 17.06.450 of the Rohnert Park Municipal Code provides for the adoption of fees to reimburse an applicant or the City for costs associated with the preparation, adoption and administration of a specific plan. Specific plan reimbursement fees are to be collected from property owners/developers who develop their properties and derive benefit from the specific plan area having been established. The Municipal Code also requires an annual report on specific plan reimbursement fees which includes the following: 1. Itemization of costs incurred by the applicant or the city in the preparation, adoption and administration of the specific plan, including costs incurred pursuant to CEQA; 2. Itemization of specific plan fees collected in the preceding budget year and cumulatively; 3. Additions to (by annexation or otherwise) and deletions of land from the specific plan area. The annual report is intended to ensure the specific plan reimbursement fee is reviewed regularly and adjusted as appropriate in relation to the costs to process the specific plan area. The City of Rohnert Park has established only one specific plan reimbursement fee: the Wilfred/Dowdell Specific Plan Reimbursement Fee (“Fee”). The fee is due at building permit and applies to the eleven parcels included in the specific plan area. The fee is based on parcel size (acreage) and will ultimately recover costs from 25.10 acres. This City Council item serves as the annual report required by the Municipal Code. ANALYSIS Itemization of Costs Incurred for Preparation, Adoption and Administration of Specific Plan, Including CEQA Costs: The Fee was established by Resolution No. 2011-70 in 2011. The Fee was based on total costs of $409,677.69, which were costs incurred from November 1998 through April 2011 for processing the Wilfred/Dowdell Specific Plan. Costs included City staff time; consultant expenses for specific plan preparation and adoption, annexation, and Mission Statement “We Care for Our Residents by Working Together to Build a Better Community for Today and Tomorrow.” CITY OF ROHNERT PARK CITY COUNCIL AGENDA REPORT ITEM NO. 6B1 2 environmental work pursuant to CEQA; legal expenses; noticing; and overhead costs. The Fee has been updated four times since its establishment, to include additional processing costs incurred by the City after April 2011. With Resolution No. 2016-62 approved by the City Council on June 14, 2016, the City reestablished the fee on a basis of $457,133.90 based on costs incurred by the City through April 2016. Since then, the City has incurred an additional $976.00 in costs for project accounting, administrative work and fee reporting pursuant to the Municipal Code. This means that a total of $458,439.90 in costs has been incurred by the City for this specific plan. Exhibit A to this staff report provides a detailed itemization of all costs through April 2017. Itemization of Specific Plan Fees Collected in the Preceding Budget Year and Cumulatively: In Fiscal Year 2014-15, building permits were issued for five parcels in the Wilfred/Dowdell Specific Plan Area, triggering the payment of the Fee. A total of $124,728.75 was collected. In Fiscal Years 2015-16 and 2016-17, no additional Fees have been collected. Cumulatively, $124,728.75 in Fee has been collected to date. Additions or Deletions to the Wilfred/Dowdell Specific Plan: There have been no additions or deletions in acreage to the Wilfred/Dowdell Specific Plan Area. The Municipal Code provides that the Fee can be “amended from time to time.” Over the past two years, the only additional costs that have been eligible for reimbursement through this specific plan fee have been the costs to provide this report and to update the Fee, which includes not only staff costs, but also public hearing and notification costs. To minimize the administrative burden and the additional costs this year, staff recommends not updating the Fee at this time. The Wilfred/Dowdell Specific Plan Fee can be updated next year during the FY 2017-18 reporting cycle when more substantial costs have accrued, or any time earlier, should other costs warrant updating the Fee. STRATEGIC PLAN ALIGNMENT: The recommended action is consistent with Strategic Plan Goal D – Continue to Develop a Vibrant Community and D-1 Support Implementation of Major Planned Developments. OPTIONS CONSIDERED: 1. Receive and file the annual report for the Wilfred/Dowdell Specific Plan Area Reimbursement Fee. This is the recommended action. 2. Receive and file the annual report for the Wilfred/Dowdell Specific Plan Area Reimbursement Fee and direct staff to update the Fee to reflect new costs incurred between May 2016 and April 2017. This action will keep the fee current. However, the process for a fee update requires a public hearing, property owner notifications and additional staff time, which results in additional costs to be built into the Fee. Updating the Fee at this time is not recommended. FISCAL IMPACT/FUNDING SOURCE: There is no fiscal impact to the recommended action for the City Council to consider this specific plan reimbursement fee annual report and to file and accept the report. ITEM NO. 6B1 3 Department Head Approval Date: 06/15/2017 Finance Director Approval Date: N/A City Attorney Approval Date: N/A City Manager Approval Date: 06/15/2017 Attachments: 1. Exhibit A to Staff Report: 2017 Basis of the Wilfred/Dowdell Specific Plan Reimbursement Fee 2017 Basis of the Wilfred/Dowdell Specific Plan Reimbursement Fee Summary and Notes Specific Plan Processing Costs (Cumulative through April 2017) Item Costs to Date 2016 Basis of Wilfred/Dowdell Specific Plan Reimbursement Fee $457,133.90 (1) Additional Costs since 2016 Basis (May 2016 - April 2017)$976.00 (2) Total Specific Plan Processing Costs $458,109.90 (3) Specific Plan Reimbursement Fee Payments Parcel Fees collected 045-075-017 (formerly 045-075-002) $19,131.33 045-075-003 $23,445.25 045-075-011 $937.81 045-075-012 $2,250.74 045-075-029 (formerly 045-075-007) $78,963.62 Total Specific Plan Reimbursement Fee Payments $124,728.75 2017 BASIS OF WILFRED/DOWDELL SPECIFIC PLAN REIMBURSEMENT FEE $333,381.15 Detail of Total Cost Change from 2016 Basis Costs incurred from May 2016 through April 2017 Amount City staff labor - May 2016 $976.00 (4) Total Cost Change May 2016 through April 2017 $976.00 Notes: (1) (2) (3) (4) (Updated 6/12/17) See Exhibit B for itemizaation of all costs, including: consultants invoiced and paid through 4/30/2017, contracts encumbered and payable through 4/30/2017, and staff services rendered through 4/30/2017 for Preliminary Specific Plan, Specific Plan, EIR, Supplemental EIR, Annexation, and studies and development of environmental mitigation and monitoring program as required by EIR, and administration of specific plan fee and fee for mitigation program required by CEQA requirements for this specific plan. City Staff Project Time is based on hourly rates and/or fully burdened hourly rates (i.e. hourly rates + overhead as determined by fee study) in place at the time staff labor costs were incurred. No administrative fee is applied to staff labor costs. Includes costs through April 2016 as reported in Wilfred/Dowdell Specific Plan Reimbursement Fee annual report to City Council on June 14, 2016. See "Detail of total cost change from 2016 Basis" on this sheet. EXHIBIT A to STAFF REPORT 2017 Basis of the Wilfred/Dowdell Specific Plan Reimbursement Fee EIR and Supplemental EIR costs (Costs through 4/30/17) EIR CONSULTANT Company/Organization Total Contract amount Expenditures to Date PARSONS HBA 89,282.00$ 89,272.00$ Company/Organization Invoice No. Invoice Date Amount PARSONS HBA 1468785 11/2/98 9,340.00 PARSONS HBA *Dec. 98 24,840.00 PARSONS HBA 1545123 1/31/99 27,380.00 PARSONS HBA 1592690 4/1/99 10,044.00 PARSONS HBA *17,668.00 Subtotal 89,272.00 City administrative fee 20%17,854.40 TOTAL EIR CONSULTANT & ADMINISTRATIVE FEE COSTS 107,126.40$ SUPPLEMENTAL EIR CONSULTANT Company/Organization Invoice No. Invoice Date Date Paid Paid by Check No Amount MACTEC Engineering and Consulting 8094452 6/16/04 6/30/04 146158 1,911.00 MACTEC Engineering and Consulting 8100011 7/26/04 8/11/04 146618 705.25 MACTEC Engineering and Consulting 8106272 8/30/04 9/15/04 147427 564.90 MACTEC Engineering and Consulting 8111631 9/29/04 10/13/04 147986 1,284.68 MACTEC Engineering and Consulting 8117371 11/3/04 11/9/04 148714 1,480.53 MACTEC Engineering and Consulting 8123898 12/3/04 12/14/04 149455 2,849.43 MACTEC Engineering and Consulting 8127687 12/31/04 1/12/05 149944 710.26 MACTEC Engineering and Consulting 8133495 2/4/05 2/15/05 150856 7,424.45 MACTEC Engineering and Consulting 8137475 3/4/05 4/6/05 151837 5,521.15 MACTEC Engineering and Consulting 8141651 5/4/05 5/18/05 451973 5,715.79 MACTEC Engineering and Consulting 8146319 6/3/05 6/15/05 152876 1,894.80 MACTEC Engineering and Consulting 8151908 6/29/05 6/30/05 153440 4,123.40 MACTEC Engineering and Consulting 8156115 8/1/05 8/16/05 154278 2,163.71 MACTEC Engineering and Consulting 8159705 8/1/05 8/16/05 154798 428.08 MACTEC Engineering and Consulting 8163947 8/19/05 9/23/05 155792 7,065.64 MACTEC Engineering and Consulting 8167981 9/22/05 10/5/05 156002 17,674.40 MACTEC Engineering and Consulting 8174312 11/1/05 11/17/05 157011 6,992.91 MACTEC Engineering and Consulting 8183801 12/23/05 1/31/06 158465 1,174.31 MACTEC Engineering and Consulting 8201916 5/2/06 6/7/06 161338 1,131.24 MACTEC Engineering and Consulting 8207063 5/31/06 6/30/06 162184 5,012.37 MACTEC Engineering and Consulting 8212723 6/30/06 6/30/06 162574 6,636.78 MACTEC Engineering and Consulting 8215638 8/2/06 8/16/06 165692 356.74 MACTEC Engineering and Consulting 8219420 8/28/06 9/20/06 163792 432.34 MACTEC Engineering and Consulting 8230663 11/6/06 11/15/06 165043 853.13 MACTEC Engineering and Consulting 8224334 9/27/06 11/15/06 165043 981.75 MACTEC Engineering and Consulting 8232347 11/27/06 12/20/06 165973 577.50 MACTEC Engineering and Consulting 8240073 1/29/07 2/26/07 167395 1,141.38 MACTEC Engineering and Consulting 8245406 3/2/07 3/21/07 167956 7,613.65 MACTEC Engineering and Consulting 8250033a 3/30/07 7/27/07 170492 1,993.53 MACTEC Engineering and Consulting 8254919 5/4/07 6/1/07 169680 1,929.88 MACTEC Engineering and Consulting 8266859 7/20/07 9/11/07 171683 1,429.48 MACTEC Engineering and Consulting 8274503 8/31/07 12/3/07 172274 2,686.36 MACTEC Engineering and Consulting 8296675 2/15/08 2/29/08 176133 2,105.91 MACTEC Engineering and Consulting 8302133 3/28/08 4/11/08 177261 2,812.01 MACTEC Engineering and Consulting 8306464 5/2/08 6/4/08 178444 230.00 EXHIBIT A to STAFF REPORT 2017 Basis of the Wilfred/Dowdell Specific Plan Reimbursement Fee EIR and Supplemental EIR costs (Costs through 4/30/17) SUPPLEMENTAL EIR CONSULTANT (table continued) Company/Organization Invoice No. Invoice Date Date Paid Paid by Check No Amount MACTEC Engineering and Consulting 8317548 7/31/08 9/24/08 181099 2,225.56 MACTEC Engineering and Consulting 8321154 8/22/08 9/24/08 181099 668.63 MACTEC Engineering and Consulting 8340502 2/9/09 7/15/09 187232 11,233.78 MACTEC Engineering and Consulting 8427964 5/6/11 6/15/11 199738 894.50 MACTEC Engineering and Consulting 8430650 6/3/11 7/6/11 200035 273.25 AMEC (formerly MACTEC)8438558 8/19/11 10/19/11 202061 3,863.71 AMEC (formerly MACTEC)8440904 9/2/11 10/19/11 202061 6,599.37 AMEC (formerly MACTEC)8443881 10/5/11 10/26/11 202201 1,791.92 AMEC (formerly MACTEC)8448296 11/29/11 1/18/12 203795 506.50 AMEC (formerly MACTEC)8452305 12/23/11 2/8/12 204197 12,061.76 AMEC (formerly MACTEC)K09580677 3/28/12 4/18/12 205442 8,016.26 AMEC (formerly MACTEC)K02520622 5/14/12 6/5/12 206315 83.28 AMEC (formerly MACTEC)K02521072 3/25/13 4/17/13 211933 1,081.46 Subtotal 156,908.72 City administrative fee 20%31,381.74 TOTAL SUPPLEMENTAL EIR CONSULTANT & ADMINISTRATIVE FEE COSTS 188,290.46$ SUPPLEMENTAL EIR CONSULTANT - Contracts Payable Company/Organization AMEC (formerly MACTEC)28,852.99 Subtotal 28,852.99 City administrative fee 20%5,770.60 TOTAL CONTRACTS PAYABLE & ANTICIPATED ADMINISTRATIVE FEE COSTS 34,623.59$ TOTAL EIR & SUPPLEMENTAL EIR COSTS 330,040.45$ (Reviewed 6/12/17. Last updated 5/29/14; no additional costs in this category of specific plan processing.) Amount remaining in contractContract description Amendment #5 to Agreement for Services with EXHIBIT A to STAFF REPORT 2017 Basis of the Wilfred/Dowdell Specific Plan Reimbursement Fee Legal and Other Services, Noticing, and City Staff Time (Costs through 4/30/17) LEGAL AND CONSULTING SUPPORT SERVICES Company/Organization Invoice No. Invoice Date Date Paid Paid by Check No Amount Whitlock & Weinberger Transportation, Inc. 2218 3/27/00 4/20/00 104762 6,325.00 Whitlock & Weinberger Transportation, Inc. 2164 2/28/00 6/9/00 105957 2,360.35 Whitlock & Weinberger Transportation, Inc. 2270 4/24/00 6/9/00 105957 1,650.00 Whitlock & Weinberger Transportation, Inc. 2361 5/29/00 10/6/00 110427 605.00 Whitlock & Weinberger Transportation, Inc. 2395 6/26/00 10/6/00 110427 110.00 Whitlock & Weinberger Transportation, Inc. 2459 7/31/00 10/6/00 110427 275.00 Whitlock & Weinberger Transportation, Inc. 2521 8/28/00 10/6/00 110427 1,009.00 Whitlock & Weinberger Transportation, Inc. 2581 9/25/00 11/9/00 111267 1,457.50 Whitlock & Weinberger Transportation, Inc. 2649 10/30/00 11/30/00 111829 5,539.20 Whitlock & Weinberger Transportation, Inc. 2725 11/27/00 1/12/01 112934 1,135.00 Whitlock & Weinberger Transportation, Inc. 2803 1/2/01 2/9/01 113638 408.65 Whitlock & Weinberger Transportation, Inc. 2898 1/29/01 2/23/01 113898 110.00 Whitlock & Weinberger Transportation, Inc. 2986 2/26/01 3/9/01 114319 1,207.50 Whitlock & Weinberger Transportation, Inc. 3077 3/26/01 4/5/01 115003 330.00 Winzler & Kelly Consulting Engineers 12472 11/24/04 2/7/05 153080 546.75 Winzler & Kelly Consulting Engineers 13096 12/13/04 5/25/05 153080 525.50 Winzler & Kelly Consulting Engineers 14702 3/17/05 5/25/05 153080 212.00 McDonough Holland & Allen 178556 7/27/06 8/9/06 162663 202.80 McDonough Holland & Allen 179953 8/31/06 9/15/06 163681 1,054.56 McDonough Holland & Allen 181115 9/28/06 10/19/06 164397 3,240.12 McDonough Holland & Allen 182125 10/31/06 11/15/06 165049 3,850.08 McDonough Holland & Allen 183062 11/29/06 12/13/06 165699 450.84 McDonough Holland & Allen 184071 12/23/06 1/17/07 166347 1,414.92 McDonough Holland & Allen 185158 1/29/07 2/7/07 166935 932.88 McDonough Holland & Allen 186406 2/24/07 3/14/07 167787 503.88 McDonough Holland & Allen 187389 3/27/07 4/25/07 168838 2,988.96 McDonough Holland & Allen 189456 5/24/07 6/6/07 169857 85.80 McDonough Holland & Allen 190287 6/23/07 6/23/07 Accrued 2,516.80 McDonough Holland & Allen 191660 7/31/07 6/30/07 171684 1,038.44 McDonough Holland & Allen 192312 8/27/07 10/3/07 172405 1,009.32 Winzler & Kelly Consulting Engineers 31870 9/17/07 10/17/07 172882 1,764.00 McDonough Holland & Allen 193534 9/29/07 10/31/07 173101 163.80 Winzler & Kelly Consulting Engineers 32371 10/16/07 11/14/07 173504 1,134.00 Winzler & Kelly Consulting Engineers 33730 12/24/07 1/16/08 175049 378.00 McDonough Holland & Allen 196810 12/28/07 1/16/08 174981 932.88 McDonough Holland & Allen 199796 3/31/08 5/14/08 178054 301.60 McDonough Holland & Allen 203520 7/31/08 6/30/08 180678 507.00 McDonough Holland & Allen 204455 8/27/08 10/8/08 181487 4,089.80 McDonough Holland & Allen 205261 9/26/08 10/15/08 181584 642.20 Coastland Civil Engineering, Inc. 29205 10/31/08 12/3/08 182491 4,109.25 Coastland Civil Engineering, Inc. 29280 11/30/08 12/17/08 182919 451.25 McDonough Holland & Allen 207341 11/26/08 1/21/09 183524 257.40 McDonough Holland & Allen 206334 10/31/08 1/21/09 183524 1,437.80 Coastland Civil Engineering, Inc. 29686 3/31/09 4/29/09 185478 267.50 Alicia Giudice 2009-121 12/10/09 12/22/09 190110 580.00 North Fork Associates PL09-052-01 12/31/09 2/8/10 190931 174.36 North Fork Associates PL09-052-69 3/7/11 3/16/11 198136 751.25 North Fork Associates PL09-052-75 4/7/11 4/27/11 198827 289.25 North Fork Associates PL09-052-80 5/4/11 5/25/11 199414 220.38 Burke, Williams & Sorensen LLP 147440 6/20/11 6/30/11 200247 1,099.80 Burke, Williams & Sorensen LLP 200926 7/15/11 6/30/2011 (accrued)200926 2,389.40 Burke, Williams & Sorensen LLP 148966 8/8/11 9/21/11 201581 1,419.60 EXHIBIT A to STAFF REPORT 2017 Basis of the Wilfred/Dowdell Specific Plan Reimbursement Fee Legal and Other Services, Noticing, and City Staff Time (Costs through 4/30/17) LEGAL AND CONSULTING SUPPORT SERVICES (table continued) Company/Organization Invoice No. Invoice Date Date Paid Paid by Check No Amount Burke, Williams & Sorensen LLP 150745 10/26/11 11/16/11 202671 605.28 Dudek 20122794 8/10/11 8/21/12 207823 931.01 Dudek 20123169 9/18/12 10/17/12 208750 1,520.00 Dudek 20123358 10/9/12 11/8/12 209184 137.75 Dudek 20124502 12/20/12 1/16/13 210380 429.88 Burke, Williams & Sorensen LLP 168849 8/30/13 9/18/13 214745 474.24 Burke, Williams & Sorensen LLP 180945 9/17/14 10/15/14 221932 2,471.04 Burke, Williams & Sorensen LLP 181675 10/8/14 12/3/14 222776 449.28 Burke, Williams & Sorensen LLP 190692 7/7/15 7/27/15 226872 753.01 Subtotal 74,227.86 City administrative fee 7% 5,195.95 SUBTOTAL CONSULTANTS: 79,423.81$ PUBLIC NOTICING AND OTHER SERVICES Company/Organization Invoice No. Invoice Date Date paid Paid by Check No Amount Fedex Kinko's 109000003173 2/22/07 3/14/07 167775 872.24 The Community Voice 8498 9/12/08 9/24/08 181074 214.50 Sonoma County Clerk n/a 9/23/08 9/24/08 181137 2,656.75 Sign-A-Rama 5186 8/22/08 9/24/08 181134 1,003.99 The Community Voice 8613 10/17/08 10/17/08 181794 173.25 Sonoma County Clerk n/a 4/14/09 4/15/09 185410 50.00 Sonoma LAFCO n/a 4/14/09 4/15/09 185411 5,800.00 The Community Voice 8433 8/15/08 6/30/09 181074 103.50 CA Board of Equalization n/a n/a 10/30/09 189233 1,200.00 Your Other Office, Inc. 3713 11/18/09 12/2/09 189733 22.89 The Community Voice 7160 7/11/11 8/10/11 200824 520.00 The Community Voice 13130 8/16/13 8/28/13 214274 308.00 The Community Voice 14131 10/1/14 10/22/14 222053 418.00 The Community Voice 14637 6/16/15 9/25/15 228020 330.00 SUBTOTAL 13,673.12$ CITY STAFF PROJECT TIME City staff time (Engineering) 2005 Draft EIR; mtgs; correspondence; files 115.50 City staff time (Engineering) 2006 Draft EIR; mtgs.; correspondence; prelim. plan review 1,059.12 City staff time (Engineering) 2007 Draft EIR; correspondence; specific plan review; files 798.35 City staff time (Engineering) 2008 Draft EIR; final draft EIR; reorganization; files 1,968.30 City staff time (Engineering) 2009 Specific plan review; annexation; files 3,405.25 City staff time (Dev. Services) 2010 ROW issues; street imprvmnts; mtgs; corrspdnc; files 1,665.00 City staff time (Dev. Services) 2011 Site plan, ROW, roadways, COA, SP reimb. fee, files 15,723.00 City staff time (Dev. Services) 2012 Plan review, accounting; files 5,049.25 City staff time Jan 2013 - June 2013 Plan review, accounting; files; reporting 596.25 City staff time July 2013 - April 2014 Accounting; files; reporting 810.25 City staff time May 2014 - April 2015 1,646.00 City staff time May 2015 - April 2016 Accounting; files; reporting 1,160.25 City staff time May 2016 - April 2017 Accounting; files; reporting 976.00 SUBTOTAL 34,972.52$ Legal and other services, public noticing, and city staff project time total: 128,069.45$ (Updated 6/12/17) Public safety CEQA mitigation fee; accounting; files; EXHIBIT A to STAFF REPORT ITEM NO. 6C1 1 Meeting Date: June 27, 2017 Department: Administration Submitted By: Don Schwartz, Assistant City Manager Prepared By: Don Schwartz, Assistant City Manager Agenda Title: Lease of Senior Center Annex Space to California Parenting Institute RECOMMENDED ACTION: Approve resolution authorizing lease of space in the Senior Center Annex to the California Parenting Institute. BACKGROUND: The Senior Center includes an Annex that formerly housed the offices of Information Technology staff, who have moved to the Public Safety building. Thus, approximately 620 square feet of space is unused. The particular space is illustrated in Attachment A. In April, 2017 the City Council provided direction to lease the unused space to the California Parenting Institute and Petaluma People Services Center for counseling and similar services. The proposed lease is for three years at $1/year, renewable for two additional years. On June 13, 2017, the City Council approved a three year lease with the Petaluma People Services Center to share the space with the California Parenting Institute. The Historical Society has expressed interest in using the large office part of the space, but supports making it available to the non-profits for now as the Society is unable to fully utilize the space. Staff plans to remain in contact with the Historical Society and will revisit their potential use of some of the space should they develop the capacity to make use of it. ANALYSIS: While the intended use is for the two non-profit organizations, the lease allows the City to use the space for our purposes, and to lease part of the space to another party, with a 30 day notice. This provides the City with flexibility while making it possible for the non-profits to provide services that would otherwise not be available to our residents. ALIGNMENT WITH STRATEGIC PLAN: Use of the Senior Center Annex is consistent with the Strategic Plan Goal D: Continue to develop a vibrant community by improving public facilities, programs and services to meet the changing needs of the community. Mission Statement “We Care for Our Residents by Working Together to Build a Better Community for Today and Tomorrow.” CITY OF ROHNERT PARK CITY COUNCIL AGENDA REPORT ITEM NO. 6C1 2 OPTIONS CONSIDERED: 1. Recommended Option: Staff recommends leasing the Annex space to PPSC and CPI as they are prepared to make immediate use of it to provide services lacking in Rohnert Park. This was the only option considered as it is consistent with the direction provided by the City Council in April. FISCAL IMPACT/FUNDING SOURCE: There will be no significant on-going costs to the City in allowing PPSC and CPI to access the space. The revenue of $1/year is negligible. If the Historical Society becomes capable of using the larger room, preparing it would cost approximately $10,500 for modifications that would allow each office to be occupied independently of the other. Department Head Approval Date: N/A Finance Director Approval Date: N/A City Attorney Approval Date: May 26, 2017 City Manager Approval Date: June 12, 2017 Attachments (list in packet assembly order): 1. Diagram of Senior Center Annex 2. Lease with California Parenting Institute 3. Resolution Authorizing Lease Attachment 2 SITE LEASE AGREEMENT California Parenting Institute This Site Lease Agreement (this "Lease") is made and entered into as of this 27th day of June, 2017 (the “Agreement Date”), by and between the City of Rohnert Park, a municipal corporation ("Landlord" or "City") and California Parenting Institute, a non-profit organization ("Tenant"). Landlord and Tenant are hereafter collectively referred to as the "Parties." RECITALS A. Landlord owns real property located at 6700 Hunter Drive, Rohnert Park, California (the "Property"), as more particularly described in Exhibit A attached hereto and incorporated herein by this reference. B. The Property includes certain rentable space (the "Premises"), as depicted in Exhibit B attached hereto and incorporated herein by this reference. C. Tenant desires to lease the Premises from the Landlord and the Landlord desires to lease the Premises to the Tenant conditioned upon the terms herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Tenant hereby agree as follows: ARTICLE I. BASIC LEASE PROVISIONS 1.1. Landlord's Contact Information: City of Rohnert Park Darrin Jenkins, City Manager 130 Avram Avenue Rohnert Park, CA 94928 1.2. Tenant's Contact Information: California Parenting Institute Robin Bowen, Executive Director 3650 Standish Avenue Santa Rosa, CA 95407 Page 2 of 21 1306485v1B 80078/0042 1.3. Rented Area - The Premises, commonly described as Senior Center Space, depicted in Exhibit B, and subject to the terms and conditions of Section 5.1.1. 1.4. Term – Three (3) years from Agreement Date, unless earlier terminated in accordance with this Lease. 1.5. Expiration Date - The last day of the month in which the term ends. 1.6. Termination of Lease Agreement - This Agreement and all obligations hereunder may be terminated at any time, with or without cause, by either party upon ninety (90) days' written notice. 1.7. Option(s) to Extend Term - The Parties may jointly agree to extend the Term for a maximum of two additional years, pursuant to the terms herein. The party seeking to extend the Term must give the other party written notice of its intent to extend the Term not less than ninety (90) days prior to the Expiration Date. 1.8. Base Rent - $1/year. Tenant shall submit the annual rental payment to Landlord as outlined in Section 4.1. ARTICLE II. DEFINITIONS As used in this Lease, the following terms shall have the definitions set forth below. Additional terms are defined in the remainder of this Lease. 2.1. Alterations – means any decorations, modifications, additions, or improvements made in, on, about, under or contiguous to the Premises by or for the benefit of Tenant including but not limited to, telecommunications and/or data cabling, lighting, HVAC, and electrical fixtures, pipes and conduits, partitions, cabinetwork, and carpeting. 2.2. Applicable Laws – is defined in Section 5.4 2.3. Building – the buildings, accessory structures and other improvements located at 6700 Hunter Drive, Rohnert Park, Ca 94928. 2.4. Environmental Laws – defined in Section 6.5 2.5. Event of Default – failure of tenant to pay Rent as subscribed in Section 4.14 2.6. Hazardous Material is defined in Section 6.5. 2.7. Premises - the rented premises shown on Exhibit B, subject to the terms and conditions of Section 5.1.1. 2.8. Property - real property located at 6700 Hunter Drive, Rohnert Park, CA 94928. Page 3 of 21 1306485v1B 80078/0042 2.9. Rent – the annual amount payable per Section 1.8. 2.10. "Rules and Regulations" - the Rules and Regulations set forth in Exhibit C attached hereto as such may be modified or amended from time to time by Landlord. 2.11. Term - the term of this Lease as set forth in Sections 1.4 and 1.5 as such may be modified pursuant to the terms hereof. ARTICLE III. PREMISES AND TERM 3.1. Leased Premises - Subject to and upon the terms and conditions set forth herein, Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord. Tenant acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises, the Building or the Property and the Premises are being leased AS- IS with all faults. The Parties agree that, based upon their own inspection and estimates, the total estimated square footage of the Premises is 620 square feet, notwithstanding any minor variations in measurement or other minor variations that may have occurred in the calculation thereof. 3.2. Term - The Term shall be for the period set forth in Section 1.4 and 1.5 as the same may be extended in accordance with the terms herein. 3.3. No Representation - Tenant acknowledges that neither Landlord nor any of Landlord's agents has made any representation or warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business, and that neither Landlord nor any agent of Landlord has agreed to undertake any alterations or additions or to construct any tenant improvements to the Premises except as expressly provided in this Lease. ARTICLE IV. RENT, OPERATING EXPENSES, AND DEPOSITS 4.1. Annual Rent - Tenant shall pay to Landlord for each year of the Term, the annual Rent set forth in Section 1.8. The annual Rent shall be due and payable to Landlord no later than the 1st day of June, each year of the Term without abatement, deduction, claim or offset except as otherwise expressly provided herein, and without prior notice, invoice or demand, at Landlord's address or such other place as Landlord may designate from time to time. 4.2. Late Charge - Tenant acknowledges that the late payment of Rent will cause Landlord to incur administrative costs and other damages, the exact amount of which would be impractical or extremely difficult to ascertain. Landlord and Tenant agree that if Landlord does not receive any payment of Rent within ten (10) calendar days after such payment is due; Tenant shall pay to Landlord as Additional Rent an amount equal to ten percent (10%) of the overdue amount as a Page 4 of 21 1306485v1B 80078/0042 late charge for each month or partial month that such amount remains unpaid. The Parties acknowledge that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of the late payment by Tenant. Landlord's acceptance of any late payment and/or late charge therefore shall not be deemed to prevent Landlord from exercising any of the other rights and remedies available to Landlord for any other Event of Default under this Lease. 4.3. Additional Rent – All additional Rent shall be due and payable upon date of incurrence. ARTICLE V. USE OF PREMISES 5.1. Permitted Use - The Premises shall be used solely for the provision of counseling and similar services, and any use must be consistent with the City's Zoning Ordinance and for no other purpose without the written consent of Landlord, which may be granted or withheld in Landlord's sole discretion. Tenant shall not do or suffer or permit anything to be done in or about the Premises or the Property, nor bring or keep anything therein that would in any way subject Landlord to any liability, increase the premium rate of or affect any fire, casualty, rent, or other insurance relating to the Property or any of the contents of the Building, or cause a cancellation of or give rise to any defense by the insurer to any claim under, or conflict with any policies for such insurance. If any act or omission of Tenant results in an increase in insurance premiums for Landlord, Tenant shall pay to Landlord upon demand the amount of such increase. 5.1.1 Non-Exclusive Lease - The Parties agree that this is a non-exclusive lease, and that the Premises is also being leased to the Petaluma People Services Center. The City reserves the right to enter into additional leases with third parties for the use of the Premises, and will provide Tenant with 30 days’ notice prior to the commencement of any future lease. Tenant and Petaluma People Services Center shall be responsible for coordinating with each other and any other future lessee regarding use of the Premises. The City also reserves the right to use and/or exclude the Tenant from any portion of the Premise upon 30 days’ notice to Tenant. 5.2. Signage - Tenant shall obtain the prior approval of the Landlord, which approval may be withheld in Landlord's reasonable discretion, before placing any sign or symbol on doors or windows or elsewhere in or about the Premises so as to be visible from the public areas or exterior of the Building, or upon any other part of the Building or Property, including building directories. Any signs or symbols which have been placed without Landlord's approval may be removed by Landlord. Upon expiration or termination of this Lease, all signs installed by Tenant shall be removed and any damage resulting there from shall be promptly repaired by Tenant, or such removal and repair at Landlord's sole discretion may be done by Landlord and the cost charged to Tenant. 5.3. Rules and Regulations - Tenant shall comply with the Rules and Regulations attached hereto as Exhibit C and any amendments or additions thereto promulgated by Landlord from time to time for the safety, care and cleanliness of the Premises, Building and Property. Tenant Page 5 of 21 1306485v1B 80078/0042 shall not use or permit any person to use the Property, the Building, or the Premises for any purpose that is contrary to the Rules and Regulations, that violates any Applicable Law, that constitutes waste or nuisance, or that would unreasonably annoy or interfere with other occupants or the Building or the Property. Landlord shall not be responsible to Tenant for the nonperformance or noncompliance by any other tenant or occupant of the Building of or with any of the Rules and Regulations. In the event of any conflict between the provisions of this Lease and the provisions of the Rules and Regulations, the provisions of this Lease shall control. 5.4. Compliance with Laws - Tenant shall procure and maintain all governmental approvals, licenses and permits required for the proper and lawful conduct or Tenant's permitted use of the Premises, including without limitation, compliance with all federal, State and local regulatory agencies requirements. Tenant shall comply with and shall not use the Premises, the Building or the Property, or suffer or permit anything to be done in or about the same which would in any way conflict with any of the following (collectively "Applicable Laws"): (i) the provisions of all recorded covenants, conditions and restrictions applicable to the Building or the Property, or (ii) any federal, state, county, local or other governmental agency rules, regulations, statutes, ordinances, orders, standards, requirements or laws now in force or hereafter enacted, promulgated or issued which are applicable to the Building Services, Property, Premises, the Building, or the use or occupancy thereof including without limitation, programming content and distribution, instructional standards, building, zoning, and public safety and fire code regulations. 5.5. Repairs and Replacements - Tenant shall repair and maintain the Premises, in an order and condition in compliance with Applicable Laws and Tenant shall, at Tenant's sole expense, promptly make all repairs, replacements, alterations, or improvements necessary to comply with all Applicable Laws to the extent that such Applicable Laws are triggered by or relate to (i) Tenant's particular use of the Promises, and/or (ii) any improvements or alterations made by or on behalf of Tenant to the Premises or the Building. If Tenant fails to maintain or keep the Premises in good repair, Landlord may, at Landlord's option and after providing Tenant no less than thirty (30) days' prior written notice, perform any such required maintenance and repairs and within ten days after receipt of Landlord's invoice thereof, Tenant shall pay Landlord's costs incurred in connection with such repairs, plus a percentage of such costs sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs and expenses in connection therewith. Except to the extent Tenant is expressly obligated to do so pursuant to this Lease, Landlord shall, at Landlord's sole expense, make all repairs, replacements, alterations, or improvements necessary to comply with all Applicable Laws as in effect as of the Effective Date to the extent that (i) such Applicable Laws relate to the exterior or structural portion of the Building, and (ii) the requirement to undertake such repairs, replacements, alterations, or improvements is not triggered as a result of Tenant's particular use of the Premises. 5.6. Parking - Landlord hereby grants to Tenant a nonexclusive license and right, in common with Landlord and all persons conducting business in the Building and their respective customers, guests, licensees, invitees, employees and agents, to use the parking area located on the Property for vehicular parking, on a "first-come, first-served" basis. The nonexclusive license and right granted pursuant to this Section shall be subject to the Rules and Regulations. Page 6 of 21 1306485v1B 80078/0042 ARTICLE VI. ENVIRONMENTAL MATTERS 6.1. Use of Hazardous Materials - Tenant shall not cause or permit any Hazardous Material, as defined in Section 6.5, below to be generated, brought onto, used, stored, or disposed of in or about the Premises, the Building or the Property by Tenant or Tenant's agents, employees, contractors, subtenants or invitees (collectively "Tenant Parties"), except for limited quantities of standard office and janitorial supplies, which Tenant shall use, store and dispose of in strict compliance with all Environmental Laws, as defined in Section 6.5 below. Tenant shall comply with all Environmental Laws. 6.2. Notice of Release or Investigation – If, during the Term (including any extensions), Tenant becomes aware of (a) any actual or threatened release of any Hazardous Material on, under, or about the Premises, the Building or the Property, or (b) any inquiry, investigation, proceeding, or claim by any government agency or other person regarding the presence of Hazardous Material on, under, or about the Premises, the Building, or the Property, Tenant shall give Landlord written notice of the release or investigation within three (3) days after learning of it and shall simultaneously furnish to Landlord copies of any claims, notices of violation, reports, or other writings received by Tenant that concern the release or investigation. 6.3. Indemnification - Tenant shall defend (with counsel acceptable to Landlord), indemnify and hold harmless Landlord and Landlord's elected and appointed officers, officials, employees, agents, and representatives (collectively, "Indemnitees") from and against any and all liabilities, losses, damages, fines, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses (including without limitation reasonable attorneys' fees and expenses, court costs, expert witness fees and post judgment collection costs) (collectively, "Claims") resulting or arising from or in connection with any release of any Hazardous Material in or about the Premises, the Building, or the Property (unless such release is caused by Indemnitees) or any other violation of any Environmental Law by Tenant, or Tenant Parties. This indemnification includes: (i) losses attributable to diminution in value of Premises or the Building; (ii) loss or restriction of use of rentable space in the Building; (iii) adverse effect on the marketing of any space in the Building; and (iv) all other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement actions, administrative or judicial proceedings, orders, or judgments), damages (including consequential and punitive damages), and costs (including attorney, consultant, and expert fees and expenses) resulting from the release or violation. This indemnity shall not extend to Claims to the extent they are caused by the gross negligence or willful misconduct of Indemnitees. The provisions of this Section shall survive the expiration or termination of this Lease. 6.4. Remediation Obligations - If the presence of any Hazardous Material brought onto the Premises or the Building by Tenant or Tenant Parties results in contamination of the Building, Tenant shall promptly take all necessary actions to remove or remediate such Hazardous Materials, whether or not they are present at concentrations exceeding state or federal maximum concentration or action levels, or any governmental agency has issued a cleanup order, at Tenant's sole expense, to return the Premises and the Building to the condition that existed before the introduction or such Hazardous Material. Tenant shall first obtain Landlord's Page 7 of 21 1306485v1B 80078/0042 approval of the proposed removal or remedial action. This provision does not limit the indemnification obligation set forth in Section 6.3. 6.5. Definition of Hazardous Material and Environmental Laws - As used in this Lease, the term "Hazardous Material" means any hazardous or toxic substance, material, or waste at any concentration that is or becomes regulated by the United States, the State of California, or any government authority having jurisdiction over the Building Hazardous Material includes: (a) any "hazardous substance," as defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S. Code §§ 9601-9675); (b) "hazardous waste," as defined in the Resource Conservation and Recovery Act of 1976 (42 U.S. Code §§ 6901- 6992k); (c) any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state, or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect); (d) petroleum products; (e) radioactive material, including any source, special nuclear, or byproduct material as defined in 42 U.S. Code §§ 2011- 2297g-4; (f) asbestos in any form or condition; and (g) polychlorinated biphenyls ("PCBs") and substances or compounds containing PCBs. As used in this Lease, the term "Environmental Laws" means all federal, state and local laws, ordinances, regulations, rules, orders and directives pertaining to Hazardous Materials, including without limitation, the laws, statutes, and regulations cited in this Section 6.5, as any of the foregoing may be amended from time to time. ARTICLE VII. OBLIGATIONS FOR UTILITIES AND SERVICES 7.1. Building Services - Landlord shall supply Utility Services and Maintenance Services described below in accordance with this Article VII. Utility Services and the Maintenance Services are collectively referred to as "Building Services." Except as otherwise provided herein, the cost of all Building Services shall be paid by the Landlord. 7.1.1 Utility Services - Landlord shall furnish the utility services listed in this Section ("Utility Services") except to the extent that Tenant has separately contracted with Landlord’s written approval for the provision of such services. On a schedule to be selected by Tenant ("'Scheduled Utility Hours") Landlord shall supply: (i) electricity for lighting and power suitable for use of the Premises for ordinary general office purposes; (ii) air conditioning and heating as required in Landlord's reasonable judgment for the comfortable use and occupancy of the Premises for ordinary general office purposes; (iii) water for drinking and lavatory purposes in a separate section of the building; and (iv) regular sewer service at the expense of the Tenant. 7.1.2 Maintenance Services - Landlord shall provide maintenance of all exterior areas of the Building and the Property, (collectively, "Maintenance Services") including without limitation: (i) painting, maintenance and repair of the Building exterior, (ii) maintenance and repair of the Building infrastructure's mechanical, electrical, HVAC and plumbing equipment and systems, and the Building structural components including the roof, foundation, floors and walls, and (iii) maintenance of all public and common areas of the Building and the Property including parking Page 8 of 21 1306485v1B 80078/0042 lots, walkways, driveways, utility systems, fire sprinklers, and corridors. Tenant shall be responsible for janitorial service and routine maintenance to the Premises and window cleaning. 7.2. Interruption of Services - Tenant agrees that Landlord shall not be liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any Building Service or for diminution in the quality or quantity of any service when the failure, delay, or diminution is entirely or partially caused by: (a) breakage, repairs, replacements, or improvements; (b) strike, lockout, or other labor trouble; (c) inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort to do so; (d) accident or casualty; (e) act or default of Tenant or other parties; or (f) any other cause beyond Landlord's reasonable control. Such failure, delay, or diminution shall not be considered to constitute an eviction or a disturbance of Tenant's use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Landlord may comply with mandatory or voluntary controls or guidelines promulgated by any government entity relating to the use or conservation of energy, water, gas, light, or electricity without creating any liability of Landlord to Tenant under this Lease as long as compliance with voluntary controls or guidelines does not materially and unreasonably interfere with Tenant's use of the Premises. 7.3. Compliance with Applicable Laws - Landlord and Tenant shall each comply with (and shall cause their respective employees, agents and contractors to comply with) all Applicable Laws, including without limitation all Environmental Laws, whenever either party undertakes any work of construction, alteration or improvement in the Premises or the Building. 7.4. Statutory Notice Possessory Interest Tax - Tenant is advised that under California Revenue and Taxation Code Section 107.6, execution of this Agreement may create a possessory interest in Tenant subject to property taxation. Tenant hereby agrees that if such possessory interest is created and is subject to property taxation, Tenant shall be solely responsible for the payment of said property taxes levied on any such interest. ARTICLE VIII. ALTERATIONS AND ADDITIONS 8.1. Alterations and Improvements –Tenant may not make any Alterations to the Premises or Building without the prior written approval of Landlord. Any Landlord-approved Alterations shall be done at Tenant's expense, in a good and workmanlike manner, in conformity with plans and specifications reviewed and approved by Landlord, and in compliance with all Applicable Laws. Tenant shall obtain all necessary governmental approvals and permits for such Alterations. Tenant shall give Landlord not less than ten (10) business days' notice prior to the commencement of construction so that Landlord may post a notice of non-responsibility on the Premises. In no event shall any Alteration: (i) affect the exterior of the Building, (ii) affect any structural portion of the Building, including without limitation, the roof, (iii) require any change to the basic floor plan of the Premises or any change to the structural or mechanical components of the Premises, Page 9 of 21 1306485v1B 80078/0042 (iv) diminish the value of the Premises, (v) result in an increase in demand for Building Services, (vi) cause an increase in the premiums for hazard or liability insurance carried by Landlord, or (vii) overload the floor load capacity or unduly burden the plumbing, heating, ventilation, air conditioning, electrical or other basic systems that serve the Building. 8.2. Liens - Tenant shall not permit any mechanics', suppliers' lien or other liens, to be filed against the Building or the Property or against Tenant's leasehold interest in the Premises. Landlord has the right at all times to post and keep posted on the Premises any notice that it considers necessary for protection from such liens. If Tenant fails to cause the release of record of any lien(s) filed against the Premises or Tenant's leasehold estate therein, by payment or posting of a proper bond within ten (10) days from the date of the lien filing(s), then Landlord may, at Tenant's expense, cause such lien(s) to be released by any means Landlord deems proper, including but not limited to payment of or defense against the claim giving rise to the lien(s). All sums reasonably disbursed, deposited or incurred by Landlord in connection with the release of the lien(s), including but not limited to all costs, expenses and attorney's fees, shall be due and payable by Tenant to Landlord as Additional Rent on demand by Landlord. ARTICLE IX. INSURANCE AND INDEMNITY 9.1. Indemnity - To the fullest extent permitted by law, Tenant shall defend (with counsel reasonably acceptable to Landlord), indemnify and hold Indemnitees harmless from and against any and all Claims arising out of or relating directly or indirectly to this Lease or the Premises (including without limitation, Claims for or relating to loss of or damage to property, injury or death of any person, and economic losses and consequential or resulting damage of any kind), including any Claim arising from or in connection with or in any way attributable to: (i) the use or occupancy, or manner of use or occupancy of the Premises, the Building or the Property by Tenant or the Tenant Parties, (ii) any act, error, omission or negligence of Tenant or Tenant Parties or any invitee, guest or licensee of Tenant in, on or about the Property including without limitation Claims which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, any act or omission of Tenant or Tenant Parties, (iii) any activity, work, or thing done, omitted, permitted, allowed or suffered by Tenant or Tenant Parties in, at, or about the Premises, the Building or the Property, and/or (iv) any breach or default in performance of any obligation on Tenant's part in the performance of any covenant or agreement to be performed under this Lease, except to the extent caused by the sole gross negligence or willful misconduct of the Indemnitees. The provisions of this Section shall not be construed or interpreted as restricting, limiting or modifying Tenant's insurance obligations under this Lease and are independent of such obligations. Tenant's compliance with insurance requirements set forth in this Lease shall not restrict, limit or modify Tenant's indemnification obligations hereunder. The provisions of this Section shall survive the expiration or earlier termination of this Lease. Page 10 of 21 1306485v1B 80078/0042 9.2. Tenant's Insurance - Tenant shall, at its sole expense, procure and maintain throughout the Term (plus any later periods where Tenant may be in occupancy of the Premises) all of the insurance coverage, of the type and amounts as described in Exhibit D, attached. ARTICLE X. ASSIGNMENT AND SUBLETTING 10.1. Landlord's Consent Required - Tenant shall not directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, mortgage, pledge, encumber or otherwise transfer this Lease, or permit all or any part of the Premises to be subleased or used or occupied for any purpose by anyone other than Tenant without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Any assignment or sublease without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. 10.2. No Release of Obligations - The consent by Landlord to an assignment or subletting hereunder shall not relieve Tenant or any assignee or subtenant from the requirement of obtaining Landlord's express prior written consent to any other or further assignment or subletting. No subtenant may assign its sublease, or further sublet its subleased premises, without Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion. Neither an assignment or subletting nor the collection of rent by Landlord from any person other than Tenant shall be deemed a waiver of any of the provisions of this Article or release Tenant from its obligations to comply with this Lease, and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease. ARTICLE XI. DAMAGE AND DESTRUCTION 11.1. Repair and Restoration; Termination Rights - If all or part of the Premises is damaged by fire or other casualty, or if the Building is so damaged that access to or use and occupancy of the Premises is materially impaired, within forty-five (45) days of the date of the damage, Landlord shall notify Tenant of the estimated time, in Landlord's reasonable judgment, required for repair or restoration ("Repair Period"). If the estimated Repair Period is one hundred eighty (180) days or less, Landlord shall proceed promptly and diligently to repair or restore the Premises or the portion of the Building necessary for Tenant's occupancy, and this Lease shall remain in effect, except that for the time unusable, Tenant shall receive a Rent abatement for that part of the Premises rendered unusable in the conduct of Tenant's business. If the estimated Repair Period is in excess of one hundred eighty (180) days from the date of the casualty, Landlord, at its option, shall either (a) commence to repair the damage, in which case this Lease shall continue in full force and effect, or (b) terminate this Lease as of the date specified by Landlord in a notice of termination, and this Lease shall terminate on the date specified in the notice. Page 11 of 21 1306485v1B 80078/0042 11.2. Damage Near End of Term - Notwithstanding anything to the contrary set forth in this Article, if the Premises or the Building are damaged during the last twelve (12) months of the Term, Landlord and Tenant shall each have the option to terminate this Lease by giving written notice to the other of the exercise of that option within thirty (30) days after the damage or destruction, and this Lease shall terminate as of the date specified in such notice which shall not be before the date of such notice nor more than 30 days after the date of such notice. 11.3. Rent Apportionment - If Landlord or Tenant elects to terminate this Lease under this Article XI, Tenant shall pay Rent, prorated on a per diem basis and paid up to the date of the casualty. If the Premises are wholly untenantable and this Lease is not terminated, Rent shall abate on a per diem basis from the date of the casualty until Premises are ready for occupancy by Tenant or the default is cured. If part of the Premises are untenantable, Rent shall be prorated on a per diem basis and abated in proportion to the portion of the Premises which is unusable until the damaged part is ready for Tenant's occupancy. Notwithstanding the foregoing, if any damage was caused by the gross negligence or willful misconduct of Tenant, its employees or agents, then, in such event, Tenant acknowledges that Rent shall not abate or be diminished. 11.4. Waiver of Statutory Provisions - The provisions of this Lease, including those in this Article XI, constitute an express agreement between Landlord and Tenant that applies in the event of any damage to the Premises, Building, or Property. Tenant, therefore, fully waives the provisions of any statute or regulation, including California Civil Code sections 1932(2) and 1933(4), relating to any rights or obligations concerning any such casualty. ARTICLE XII. SURRENDER OF PREMISES; HOLDING OVER 12.1. Surrender of Premises - On expiration of this Lease, Tenant shall surrender the Premises in the same condition as when the Term commenced, ordinary wear and tear excepted. Except for furniture, equipment and trade fixtures (other than those which are affixed to the Premises so that they cannot be removed without material damage to the Premises) all alterations, additions or improvements, whether temporary or permanent in character, made in or upon the Premises, either by Landlord or Tenant, shall be Landlord's property and at the expiration or earlier termination of this Lease shall remain on the Premises without compensation to Tenant; provided that, upon reasonable written request of Landlord, Tenant shall, at its expense and without delay, remove any alterations, additions or improvements (including, without limitation, all telecommunications equipment and cabling, and all alterations and improvements made by Tenant) made to the Premises by Tenant and designated by Landlord to be removed, and shall repair any damage to the Premises or the Building caused by such removal. If Tenant fails to complete such removal or to repair the Premises, Landlord may complete such removal and repair, and Tenant shall reimburse Landlord therefore. If Tenant fails to remove such property as required under this Lease, Landlord may dispose of such property in its sole discretion without any liability to Tenant, and further may charge the cost of any such disposition to Tenant. 12.2. Hold Over Tenancy - If Tenant remains in possession of the Premises after the expiration or earlier termination of this Lease with Landlord's written consent, Tenant shall be deemed, at Page 12 of 21 1306485v1B 80078/0042 Landlord's option, to occupy the Premises as a tenant from month-to-month. During such tenancy (and prior to any termination by Landlord), Tenant agrees to pay Landlord, monthly in advance, an amount equal to the greater of (i) the then fair market rental (as reasonably determined by Landlord) for the Premises, or (ii) one hundred thirty percent (130%) of all Rent and Additional Rent which would become due the last month of the Term, together with all other amounts payable by Tenant to Landlord under this Lease. Except as provided in the preceding sentence, such month-to-month tenancy shall be on the same terms and conditions of this Lease except that any rights or options pertaining to additional space in the Building contained in this Lease shall be deemed to be terminated and shall be inapplicable thereto. Landlord's acceptance of Rent after such holding over with Landlord's written consent shall not result in any other tenancy or in a renewal of the initial term of this Lease. If Tenant remains in possession of the Premises after the expiration or earlier termination of this Lease without Landlord's written consent, Tenant's continued possession shall be on the basis of a tenancy at sufferance and Tenant shall pay Rent during the holdover period in an amount equal to the greater of: (i) one hundred fifty percent (150%) of the then fair market rental (as reasonably determined by Landlord) for the Premises, or; (ii) two hundred percent (200%) of all Base Rent which would become due the last month of the Term, together with all other amounts payable by Tenant to Landlord. ARTICLE XIII. LANDLORD'S RESERVED RIGHTS 13.1. Rights Reserved to Landlord - Without notice and without liability to Tenant, and without effecting an eviction or disturbance of Tenant's use or possession, Landlord shall have the right to: (i) make changes in the legal status of the Building or the Property as Landlord shall deem appropriate in its sole discretion, provided such changes do not substantially interfere with Tenant's use of the Premises for the Permitted Use; (ii) enter the Premises at reasonable times and with reasonable advance notice (and at any time in the event of an emergency), to inspect or repair the Premises or the Building and to perform any acts related to the safety, protection, reletting, or improvement of the Premises or the Building; (iii) install and maintain signs on and in the Building and the Property; and (iv) make such rules and regulations as, in the reasonable judgment of Landlord, may be needed from time to time for the safety of the tenants, the care and cleanliness of the Premises, the Building and the Property and the preservation of good order therein. Landlord shall at all times retain a key with which to unlock all of the doors in the Premises, except Tenant's vaults and sales. Tenant shall pay Landlord the cost of re-keying the room upon occupancy of the room. If any emergency necessitates immediate access to the Premises, Landlord may use whatever force is necessary to enter the Premises and any such entry to the Premises shall not constitute a forcible or unlawful entry into the Premises, a detainer of the Premises or an eviction of Tenant from the Premises or any portion thereof. ARTICLE XIV. DEFAULT AND REMEDIES 14.1. Tenant's Default - It shall be an "Event of Default" hereunder if Tenant: Page 13 of 21 1306485v1B 80078/0042 (a) fails to pay when due any annual installment of Rent, including without limitation, any Additional Rent, or fails to pay any other amount owed by Tenant to Landlord under this Lease as and when due and such failure continues for five (5) days following written notice thereof to Tenant by Landlord; (b) fails to provide any certificate, instrument or assurance as required by this Lease if the failure continues for ten (10) days after written notice of the failure to Tenant; (c) makes a general assignment for the benefit of its creditors or files a petition for bankruptcy or other reorganization, liquidation, dissolution or similar relief or have a proceeding filed against Tenant seeking any relief mentioned in this subsection (c) which is not discharged within sixty (60) days thereafter; (d) has a trustee, receiver or liquidator appointed for Tenant; (e) abandons or vacate the Premises for more than three (3) consecutive months; (f) assigns this Lease or subleases any portion of the Premises; or (g) fails to comply with any other provision of this Lease in the manner required hereunder and such failure continues for thirty (30) days after written notice thereof to Tenant by Landlord (or if the noncompliance cannot by its nature be cured within the 30-day period, if Tenant fails to commence to cure such noncompliance within the 30-day period and thereafter diligently prosecute such cure to completion). 14.2. Remedies on Default - Upon the occurrence of an Event of Default, Landlord shall have the right to pursue any one or more of the following remedies in addition to any other remedies now or later available to Landlord at law or in equity. These remedies are not exclusive but instead are cumulative. (a) Continue Lease - Landlord may continue this Lease in full force and effect. In such case, so long as Landlord does not terminate Tenant's right to possession, this Lease will continue in effect and Landlord shall have the right to collect Rent when due, and may undertake efforts to relet the Premises, or any part of them, to third parties for Tenant's account. Tenant shall be liable to Landlord for all reasonable costs Landlord incurs in reletting the Premises including without limitation, expenses of remodeling the Premises required by the reletting. Reletting can be for a period shorter or longer than the remaining term of this Lease. Tenant shall pay to Landlord the Rent due under this Lease on the date the Rent is due, less the Rent Landlord receives from any reletting. No act by Landlord allowed by this Section shall terminate this Lease unless Landlord terminates Tenant's right to possession. After an Event of Default and for as long as Landlord does not terminate Tenant's right to possession of the Premises, if Tenant obtains Landlord's consent, Tenant shall have the right to assign or sublet its interest in this Lease, but Tenant shall not be released from liability. Page 14 of 21 1306485v1B 80078/0042 (b) Terminate Lease - Landlord may terminate this Lease and Tenant's right to possession of the Premises at any time following an Event of Default. No act by Landlord other than giving written notice to Tenant shall terminate this Lease. Acts of maintenance, efforts to relet the Premises or the appointment of a receiver to protect Landlord's interest under this Lease shall not constitute a termination of Tenant's right to possession. On termination, Landlord shall have the right to recover from Tenant all of the following: (i) The worth, at the time of the award, of any unpaid Rent that had been earned at the lime of termination of this Lease; (ii) The worth, at the time of the award, of the amount of unpaid Rent that would have been earned after the date of termination of this Lease until the time of the award exceeds the amount of the unpaid Rent that Tenant proves could have been reasonably avoided; (iii) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform obligations under this Lease, including, without limitation, brokerage commissions, advertising expenses, expenses of remodeling the Premises for a new tenant, and any special concessions made to obtain a new tenant; and (iv) Any other amounts, in addition to or in lieu of those listed above that may be permitted by law. (c) Receiver - Landlord shall have the right to have a receiver appointed to collect Rent. Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by Landlord to terminate this Lease. 14.3. Landlord's Default - Landlord's failure to perform any of its obligations under this Lease shall constitute a Landlord Event of Default hereunder if the failure continues for thirty (30) days after written notice of the failure from Tenant to Landlord. If the required performance cannot be completed within thirty (30) days, Landlord's failure to perform shall not constitute a Landlord Event of Default if Landlord undertakes to cure the failure within such thirty-(30) day period and diligently and continuously attempts to complete the cure as soon as reasonably possible. Tenant waives any right to terminate this Lease and to vacate the Premises upon Landlord's default under this Lease. Tenant's sole remedy on Landlord's default is an action for damages or injunctive or declaratory relief. ARTICLE XV. MISCELLANEOUS 15.1. No Waiver - No receipt and retention by Landlord of any payment tendered by Tenant in connection with this Lease shall constitute an accord and satisfaction, or a compromise or other settlement, notwithstanding any accompanying statement, instruction or other assertion to the contrary unless Landlord expressly agrees to an accord and satisfaction, or a compromise or other settlement, in a separate writing duly executed by Landlord. Landlord will be entitled to treat any such payments as being received on account of any item or items of Rent, interest, Page 15 of 21 1306485v1B 80078/0042 expense or damage due in connection herewith, in such amounts and in such order as Landlord may determine at its sole option. Failure of any party to exercise any right in one or more instance shall not be construed as a waiver of the right to strict performance or as an amendment to or modification of this Lease. Any waiver of any condition or provision set forth in this Lease shall not be deemed a waiver of any subsequent breach of such condition or provision or of any other condition or provision, nor shall any such waiver be deemed a continuing waiver. 15.2. Severability - The Parties intend this Lease to be legally valid and enforceable in accordance with all of its terms to the fullest extent permitted by law. If an arbitrator or a court of competent jurisdiction holds any provision hereof to be invalid or unenforceable in whole or in part for any reason, the validity and enforceability of the remaining clauses, or portions of them, shall not be affected unless an essential purpose of this Lease would be defeated by loss of the invalid or unenforceable provision. 15.3. Governing Law; Venue; Construction - This Lease shall be construed according to the laws of the State of California without regard to principles of conflict of laws. Any action or proceeding that relates to, or arises from, this Lease shall be brought in a state court of competent jurisdiction located in Sonoma County. The captions used for the Sections and Articles of this Lease have been inserted for convenience only and shall not be used to alter or interpret the content of this Lease. 15.4. Binding Effect: Survival - The covenants, conditions, warranties and agreements contained in this Lease shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. The representations and warranties of Landlord and Tenant and the indemnification obligations of Landlord and Tenant set forth herein shall survive the expiration or termination of this Lease as shall all other provisions hereof which are intended to survive such expiration or termination. 15.5. Time - Time is of the essence of each provision of this Lease. 15.6. Entire Agreement; Amendments - This Lease and Exhibits A, B, C, and D attached hereto and incorporated herein by this reference, constitutes the final, complete, and exclusive statement of the terms of the agreement between Landlord and Tenant pertaining to the lease of the Premises and supersedes all prior and contemporaneous understandings or agreements of the parties. This Lease may not be amended or modified except in a writing signed by both Parties. 15.7. Notices - All notices delivered pursuant to this Lease shall be in writing and delivered to Landlord or Tenant at the applicable address designated in Section 1.1 or to such other address as may hereafter be designated by either party by written notice delivered to the other party in accordance with this Section. Such notices shall be effective on the earlier to occur of actual receipt or: (i) if mailed, three (3) days after posting at a United States post office, (ii) upon receipt if mailed by certified mail with return receipt requested, and (iii) upon delivery if delivered by overnight delivery service and delivery is confirmed by the delivery service. 15.8. Force Majeure - Except as otherwise provided in this Lease, the time for performance of an obligation other than payment of money under this Lease shall be extended for the period Page 16 of 21 1306485v1B 80078/0042 during which a party is prevented from performing due to Unavoidable Delay. "Unavoidable Delay" shall mean any and all delay beyond the applicable party's reasonable control, including without limitation, delays caused by the other party; governmental restrictions, regulations, controls, preemptions or delays; orders of civil, military or naval authorities; strikes, labor disputes, lock-outs, shortages of labor or materials or reasonable substitutes therefore; Acts of God; fire, earthquake, floods, explosions or other casualties; extreme weather conditions or other actions of the elements; enemy action, civil commotion, riot or insurrection. 15.9. Attorneys' Fees: Prejudgment Interest - If the services of an attorney are required by any party to secure the performance hereof or otherwise upon the breach or default of the other party, or if any judicial remedy or arbitration is necessary to enforce or interpret any provision of this Lease, or if the services of an attorney are required upon the bankruptcy of a party to this Lease to compel or object to assumption or rejection of this Lease, seek relief from the automatic stay or object to an action to recover a preference or fraudulent transfer, the prevailing party shall be entitled to reasonable attorneys' fees, costs, expert witnesses fees, post judgment collection costs, and other expenses, in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy or arbitration as a result of the breach of this Lease or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law. 15.10. Authority - Each party warrants and represents that it has full authority to enter into this Lease, that this Lease constitutes a binding obligation of such party, and that the individual(s) signing on behalf of such party are duly authorized to bind such party hereto. 15.11. Landlord Approval - Whenever the consent or approval of Landlord is required hereunder, such consent or approval may be granted or withheld by the City Manager or his or her designee, unless the City Manager determines in his or her discretion that such matter shall be referred to Landlord's governing body for consideration. 15.12 Counterparts - This Lease may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument. The signature page of any counterpart may be detached there from without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by any other party. This Lease shall take effect when signed by all Parties. Page 17 of 21 1306485v1B 80078/0042 NOW THEREFORE, Landlord and Tenant executed this Lease as of the date first written above. LANDLORD: TENANT: CITY OF ROHNERT PARK CALIFORNIA PARENTING INSTITUTE By:________________________/_______ By:___________________________/_ Name:____________________ (Date) Name: ______________________ (Date) Title:______________________________ Title:________________________________ ATTEST: __________________________________ City Clerk APPROVED AS TO FORM: __________________________________ City Attorney List of Exhibits Exhibit A: Property Description Exhibit B: Map of Premises Being Leased Exhibit C: Rules and Regulations for Property Exhibit D: Insurance Requirements Page 18 of 21 1306485v1B 80078/0042 EXHIBIT A PROPERTY DESCRIPTION Senior Center Space, 6700 Hunter Drive, Rohnert Park, California. The building is zoned Public Institutional. Page 19 of 21 1306485v1B 80078/0042 EXHIBIT B MAP OF PREMISES Page 20 of 21 1306485v1B 80078/0042 EXHIBIT C RULES AND REGULATIONS FOR PROPERTY Scheduling Coordinate scheduling with other organizations using facility Hours of Operation Use of facility between 8:00 am and 10:00 pm, seven days a week Keys Landlord to provide certain number of keys to space and access to restrooms Cleaning Basic cleaning to be handled by tenant Alcohol No alcohol is permitted on the premises. No-Smoking Smoking is prohibited in and around all City facilities pursuant to Ordinance No. 813 adopted April 28, 2009. Music and Noise Levels User groups are requested to keep loud noise at a courteous level in the building and parking lot areas. Minors Activities for minors (18 and under) must be supervised by responsible adult for the entire period of the activity. Securing the facility The Tenant shall be responsible for securing the Facility upon exit. Tenant is also responsible for locking up contents from other tenant. Zoning Ordinance All other applicable zoning ordinance/restrictions for said property Page 21 of 21 1306485v1B 80078/0042 EXHIBIT D INSURANCE REQUIREMENTS (1) Commercial general liability insurance including contractual liability coverage, written on an "occurrence" policy form, covering bodily injury, property damage and personal injury arising out of or relating (directly or indirectly) to Tenant's operations, assumed liabilities, or use or occupancy of the Premises, the Building or the Property naming the Landlord as an additional insured, with minimum coverage in the amount of Two Million Dollars ($2,000,000) per occurrence combined single limit for bodily injury and property damage and Two Million Dollars ($2,000,000) in the aggregate; (2) Property insurance protecting Tenant against loss or damage by fire and such other risks as are insurable under then available standard forms of "special risk" insurance policies, covering Tenant's personal property and trade fixtures in or about the Premises or the Property, and any improvements or Alterations in the Premises, in an amount of one hundred percent (l00%) of actual replacement cost or highest insurable value; (c) Workers' compensation and employers liability insurance of not less than one million dollars ($1,000,000); and (d) If Tenant operates owned, leased or non-owned vehicles on the Property, comprehensive automobile liability insurance with a minimum coverage of one million dollars ($1,000,000) per occurrence, combined single limit. The foregoing policies shall protect Tenant as named insured, and Landlord and the other Indemnitees as additional insured’s. Landlord reserves the right to increase the foregoing amount of required liability coverage from time to time (but not more than once each calendar year) and to require that Tenant cause any Tenant Parties conducting activities in or about or occupying the Premises to obtain and maintain similar types and amounts of insurance. Each insurance policy must include an endorsement to provide that the policy and the coverage provided shall be primary, that Landlord, although an additional insured, shall nevertheless be entitled to recovery under such policy for any damage to Landlord by reason of acts or omission of Tenant, and that any coverage carried by Landlord shall be noncontributory with respect to policies carried by Tenant. Each such insurance policy or a certificate thereof, including appropriate endorsements, shall be delivered to Landlord by Tenant on or before the Agreement Date, and thereafter renewal policies, certificates, and appropriate endorsements at least thirty (30) days prior to the expiration dates of expiring policies. Tenant shall cause its insurance companies issuing general liability, property (first party) insurance, and workers' compensation insurance to waive any subrogation rights that those companies may have against Landlord, as long as the insurance is not invalidated by the waiver. RESOLUTION NO. 2017-078 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK APPROVING SITE LEASE AGREEMENT WITH CALIFORNIA PARENTING INSTITUTE FOR USE OF SENIOR CENTER ANNEX WHEREAS, the City owns certain real property located at 6700 Hunter Drive, Rohnert Park, California (the “Senior Center”); and WHEREAS, the Senior Center includes certain rentable annex space (“Annex”), depicted in the Site Lease Agreement attached hereto as Exhibit A; and WHEREAS, California Parenting Institute is a non-profit organization engaged in providing counseling services; and WHEREAS, California Parenting Institute seeks to enter into a non-exclusive lease, substantially in the form of Exhibit A, for use of the Annex to provide counseling services; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park that the Site Lease Agreement attached hereto as Exhibit A is hereby approved. BE IT FURTHER RESOLVED that the City Manager is hereby directed to execute a Site Lease Agreement with California Parenting Institute, in substantially similar form to Exhibit A, subject to minor revisions by the City Attorney or City Manager, and any other documents pertaining to this transaction for and on behalf of the City of Rohnert Park. DULY AND REGULARLY ADOPTED this 27th day of June, 2017. CITY OF ROHNERT PARK ____________________________________ Jake Mackenzie, Mayor ATTEST: _____________________________ Caitlin Saldanha, Deputy City Clerk Attachment: Exhibit A AHANOTU: _________ BELFORTE: _________ CALLINAN: _________ STAFFORD: _________ MACKENZIE: _________ AYES: ( ) NOES: ( ) ABSENT: ( ) ABSTAIN: ( ) ITEM NO. 6C2 1 Meeting Date: June 27, 2017 Department: Development Services Submitted By: Mary Grace Pawson, Director of Development Services Prepared By: Eydie Tacata, Management Analyst Agenda Title: Adopting a Resolution to Affirm Compliance with the Surplus Land Act to Satisfy Requirements of One Bay Area Grant (OBAG) program RECOMMENDED ACTION: Adopt a resolution to affirm compliance with the Surplus Land Act (as amended by Assembly Bill 2135) to satisfy requirements of the Metropolitan Transportation Commission (MTC) for its One Bay Area Grant (OBAG) program. BACKGROUND: MTC’s OBAG Program provides federal funding to support its commitments to regional transportation priorities while advancing the Bay Area’s land use and housing goals. On November 18, 2015, Metropolitan Transportation Commission (MTC) adopted Resolution No. 4202, the Project Selection Criteria and Programming Policy, for the second round of the OBAG program. Known as OBAG 2, this funding round is projected to total roughly $916 million to fund projects from 2017-2018 through 2021-2022. Rohnert Park is in the process of applying for $1,035,000 in OBAG 2 funding for the State Farm Drive Rehabilitation Project (Project No. 2016-08). On July 27, 2016, and also subsequently on October 26, 2016 and December 21, 2016, MTC adopted revisions to Resolution 4202 to distribute additional funding and to incorporate housing- related policies to the program. Among the new eligibility requirements that were added is a requirement for cities and counties applying for grants to reaffirm their compliance with the provisions of the California Surplus Land Act (California Government Code § 54220-54232). ANALYSIS: The Surplus Lands Act was enacted in 1968 and contains procedures for disposition by sale or lease of surplus properties by local agencies. This Act requires agencies disposing of land to offer it for not less than fair market value for sale or lease for development of low to moderate income housing, or for development as park or open space use, or for use by a school district for school facilities or open space purposes. In the event the agency is not able reach an agreement for disposal for these purposes, then the agency may dispose of the property in the open market. As a general law city, Rohnert Park is obligated to comply with the Surplus Land Act. Past actions have demonstrated the City’s compliance with the Surplus Land Act to ensure affordable housing providers are offered an opportunity to acquire surplus property. One significant example is the declaration of the Stadium Lands as surplus lands in 2004. The City Council adopted Resolution No. 2004-217 declaring the Stadium Lands as surplus property. The property was offered the lands for sale at appraised value to affordable housing providers, or for sale or Mission Statement “We Care for Our Residents by Working Together to Build a Better Community for Today and Tomorrow.” CITY OF ROHNERT PARK CITY COUNCIL AGENDA REPORT ITEM NO. 6C2 2 lease for park or recreation purposes to appropriate agencies. No responses were received, and the lands were subsequently disposed of in the open market as provided by the Government Code. MTC will not take action to program projects for a local jurisdiction until the congestion management agency overseeing OBAG 2 compliance– in our case, the Sonoma County Transportation Authority – confirms that the jurisdiction has met all OBAG 2 eligibility requirements, including the adoption of this resolution affirming compliance with the Surplus Land Act. MTC has provided a sample resolution for local jurisdictions’ use, and the attached resolution is modeled after the MTC sample resolution. STRATEGIC PLAN ALIGNMENT: This action is consistent with Strategic Plan Goal D – Continue to Develop a Vibrant Community. OPTIONS CONSIDERED: None. The proposed action is consistent with the City’s adopted budget and capital improvement program and is necessary to secure the federal grant. Failure to adopt the resolution will make the City ineligible for receiving the MTC OBAG 2 grants. FISCAL IMPACT/FUNDING SOURCE: The proposed action in itself does not have any General Fund impact, however, adoption of the resolution is required as part of the grant application for $1,035,000 in Federal funds for the State Farm Drive Rehabilitation Project. The $1,825,924 project has been included in the City’s Capital Improvement Program and its funding sources are gas tax and the OBAG 2 grant. Department Head Approval Date: 06/14/2017 Finance Director Approval Date: N/A City Attorney Approval Date: N/A City Manager Approval Date: 06/16/17 Attachments (list in packet assembly order): 1. A Resolution of The City Council of the City of Rohnert Park Demonstrating Compliance with the State Surplus Land Act 1 RESOLUTION NO. 2017-079 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AFFIRMING COMPLIANCE WITH THE STATE SURPLUS LAND ACT WHEREAS, the City Council of the City of Rohnert Park, is a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California (“City”); and WHEREAS, the San Francisco region has the highest housing costs in the United States; WHEREAS, the Bay Area produced less than 30% of the need for low- and moderate- income housing units from 2007-2014; and WHEREAS, there are limited funding sources available to secure land for the construction of low- and moderate-income housing; and WHEREAS, public lands can play a critical role in increasing the supply of land for affordable housing; and WHEREAS, the Surplus Land Act, Government Code Section 54220, et seq., provides in part that prior to disposing of surplus land, a local agency, such as the City of Rohnert Park, shall send a written offer to sell or lease the land to certain entities, including local agencies in whose jurisdiction the property is located, and housing sponsors, as defined in Health and Safety Code Section 50074, for the purpose of developing low and moderate income housing on such property; and WHEREAS, by providing such written offers, the City assists in making land available for the construction of affordable housing; and WHEREAS, the Metropolitan Transportation Commission (MTC) adopted a resolution, outlining the programming policy and project selection criteria for the One Bay Area Grant Program (OBAG 2), including the requirement that a local agency that applies for grant funding under the OBAG 2 program adopt a resolution demonstrating that it will comply with the Surplus Land Act; and WHEREAS, the City of Rohnert Park is a general law city and complies with the general laws of the State of California, including the Surplus Land Act; and WHEREAS, the City is currently applying for a MTC OBAG 2 grant and in the future may apply for additional OBAG program funds and wishes to certify that any disposition surplus land undertaken by the City of Rohnert Park has and will continue to comply with the State Surplus Land Act. ( 2 ) 2017-079 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ROHNERT PARK RESOLVES that the City of Rohnert Park affirms that it complies and shall comply with the terms of the California Surplus Land Act (California Government Code § 54220, et seq.), as it now exists or as it may be amended in the future. DULY AND REGULARLY ADOPTED this 27th day of June, 2017. CITY OF ROHNERT PARK __________________________________ ATTEST: Jake Mackenzie, Mayor _____________________________ Caitlin Saldanha, Deputy City Clerk AHANOTU: _________ BELFORTE: _________CALLINAN: _________ STAFFORD: _________ MACKENZIE: _________ AYES: ( ) NOES: ( ) ABSENT: ( ) ABSTAIN: ( ) ITEM NO. 6C3 1 Meeting Date: June 27, 2017 Department: Development Services Submitted By: Mary Grace Pawson, Development Services Director Prepared By: Art da Rosa, Deputy City Engineer Agenda Title: Approving the Plans and Specifications for the 2017 Preventive Maintenance (Project Number 2017-08), Awarding the Construction Contract to Telfer Pavement Technologies LLC and Related Actions RECOMMENDED ACTION: Adopt a Resolution Approving the Plans and Specifications for the 2017 Preventive Maintenance (Project Number 2017-08), Awarding the Construction Contract to Telfer Pavement Technologies LLC and Related Actions. BACKGROUND: The 2017 Preventive Maintenance Project seeks to implement the recommendations of the City’s pavement management program for street maintenance priorities. This project includes roadways throughout the City that are scheduled for treatment with rejuvenating agent or slurry seals. The project includes work on the following roadways: Adrian Drive Hermosa Court Arlen Avenue Harvard Court Avram Avenue Hazel Court Santa Alicia Drive Hamlet Court Almond Street Hampton Court Alta Avenue Hemp Court Bodway Parkway (portion) Heath Lane and Circle Business Park Drive Hedge Court Camino Colegio (portion) Gloria Court Commerce Blvd (portion) Genesis Court Santa Doretea Circle (portion) Galaxy Court East Cotati Avenue (portion) Grandview Way Holly Avenue Golf Course Drive (portion) Hollingsworth Circle & Court Labath Avenue Hickory Way Roberts Lake Road Heather Lane Seed Farm Drive Southwest Boulevard (portion) Mission Statement “We Care for Our Residents by Working Together to Build a Better Community for Today and Tomorrow.” CITY OF ROHNERT PARK CITY COUNCIL AGENDA REPORT ITEM NO. 6C3 2 The project includes some roadways that have been recently repaved because treating these roadways with rejuvenating agent will extend the life of pavement. This type of preventative maintenance complements the City’s efforts to reconstruct and/or overlay roadways and is part of a balanced strategy for improving and maintaining the condition of the City’s roadway assets. ANALYSIS: The City of Rohnert Park Municipal Code Title 3 Chapter 3.04 provides that the City's purchasing functions shall be governed by the City's Purchasing Policy. The City’s Purchasing Policy recognizes that for public works construction projects, the City operates under California Uniform Public Construction Cost Accounting Act (CUPCCAA). In accordance with CUPCCAA, staff posted and published an Invitation to Bidders on April 26, 2017. The engineer’s estimate for the project was $497,000 and the City received four bids listed below. Staff believes that the relatively high bids reflect the current, very busy, construction climate. As discussed under Fiscal Impact/Funding Source below, there is unused budget available in the City’s Pavement Repair Services project (Project No. 2015-11), which can be used to cover the additional costs associated with the low bidder’s proposal. Contractor Bid Amount Telfer Pavement Technologies LLC $547,710.68 Intermountain Slurry Seal $694,496.00 Northwest Paving $699,123.00 VSS, Inc. $761,218.36 Staff reviewed the bids for responsiveness and contractor responsibility. Telfer Pavement Technologies is a responsible bidder with the license and bonding capacity to complete the work. This contractor has also worked successfully for the City in the past. There was one irregularity with the low bid. The City issued one addendum, which the low bidder acknowledged but the low bidder had used an older bid form that did not reflect a minor increase in project quantities that was included with the addendum. Section 2.06 of the City’s Special Provision provide the City with the discretion to waive minor bid irregularities and make adjustments to accommodate minor bid irregularities. Staff adjusted the low bidder’s proposal to include the increased quantity which resulted in a total low bid of $557,810.68, which remained the low bid on the project by a significant margin. Staff recommends awarding the contract to Telfer Pavement Technologies. ENVIRONMENTAL ANALYSIS: The scope of work is road maintenance. The maintenance activities on roadway will not expand the footprint of the road, rather it will rehabilitate and seal existing roadway surfaces. It is therefore categorically exempt from the California Environmental Quality Act (“CEQA”) under the CEQA Guidelines sections 15301 (Existing Facilities) and 15302 (Replacement or Reconstruction). STRATEGIC PLAN ALIGNMENT: This action is consistent with Strategic Plan Goal D – Continue to Develop a Vibrant Community. The project will preserve the investment the City has made in its roadway network. ITEM NO. 6C3 3 OPTIONS CONSIDERED: 1. Award the full scope of the 2017 Preventative Maintenance Project to Telfer Pavement Technologies (recommended action). This action will allow the City to accomplish planned preventative maintenance work this fiscal year. 2. Reduce the scope of the 2017 Preventative Maintenance Project to fit within the original budget. This item is not recommended because, as discussed under Fiscal Impact/Funding Source below, there is unused budget available in the City’s Pavement Repair Services project (Project No. 2015-11), which can be used to cover the additional costs associated with the low bidder’s proposal. Project No. 2015-11 has the same intent as the 2017 Preventative Maintenance Project – to improve and maintain the City’s roadway infrastructure. Staff believes that the public will be best served if available, unused roadway maintenance funding is put to work in the 2017 Preventative Maintenance Project. FISCAL IMPACT/FUNDING SOURCE: The 2017 Preventive Maintenance Project (Project No. 2017-08) has a total budget of $401,835 funded by the Infrastructure Reserve (Fund 640) approved through the FY 2016-17 Capital Improvements Plan Budget. The $557,810.68 contract, together with a 10% allowance for change orders and an allowance for staff time and construction management expenses, totals $626,100 for this fiscal year. Additional project budget in the amount of $224,265 is needed for FY 2016-17. To cover this budget increase, it is requested that $224,265 from the Pavement Repair Services project (Project No. 2015-11) funded by the Road Refuse Impact Fund (Fund 125) be transferred to the 2017 Preventive Maintenance Project. Project No. 2015-11 presently has $377,839 in unused budget including previous year’s carryover budget. The 2017 Preventative Maintenance Project has the same purpose as the Pavement Repair Services Project – improving the City’s roadway infrastructure. Utilizing the unused carryover budget from the Pavement Repair Services Project to accomplish the full scope of the Preventative Maintenance Project provides the best value to City. Department Head Approval Date: 06/15/2017 City Attorney Approval Date: 06/05//2017 Finance Director Approval Date: 6/16/2017 City Manager Approval Date: 6/20/2017 Attachments (list in packet assembly order): 1. Resolution Approving the Plans and Specifications for the 2017 Preventive Maintenance (Project Number 2017-08), Awarding the Construction Contract to Telfer Pavement Technologies LLC and Related Actions. 2. Exhibit A - Construction Contract Agreement 1 RESOLUTION NO. 2017-080 A RESOLUTION APPROVING THE PLANS AND SPECIFICATIONS FOR THE 2017 PREVENTIVE MAINTENANCE (PROJECT NUMBER 2017-08), AWARDING THE CONSTRUCTION CONTRACT TO TELFER PAVEMENT TECHNOLOGIES LLC AND RELATED ACTIONS WHEREAS, the 2017 Preventive Maintenance (Project Number 2017-08) (“Project”) includes the maintenance of pavement surfaces at various locations throughout the City; and WHEREAS, the plans and specifications for the Project were prepared by the City’s staff and approved by the Deputy City Engineer; and WHEREAS, the City of Rohnert Park Municipal Code Title 3 Chapter 3.04 provides that the City's purchasing functions shall be governed by the City's purchasing policy; and WHEREAS, consistent with City of Rohnert Park Purchasing Policy Section 3.6.F Contracts for Public Projects, which defers to the California Uniform Public Construction Cost Accounting Act (CUPCCAA), an invitation to bid was posted/published on April 26, 2107, for the Project; and WHEREAS, four bids were received on the bid opening date of May 26, 2017; and WHEREAS, Development Services staff determined that Telfer Pavement Technologies LLC submitted the lowest cost bid and is the lowest responsive and responsible bidder with a bid amount of $557,810, adjusted for irregularities; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park as follows: 1. The above recitals are true and correct and material to this Resolution. 2. The plans and specifications for the 2017 Preventive Maintenance (Project Number 2017- 08) are hereby approved and adopted. 3. The City Council finds that the Project is exempt from review under the California Environmental Quality Act (“CEQA”) because the scope of the project is pavement rehabilitation, and is therefore categorically exempt under CEQA Guidelines section 15301 (Existing Facilities) and 15302 (Replacement or Reconstruction), and directs staff to file a Notice of Exemption for the project. 4. In making its findings the City Council relied upon and hereby incorporates by reference all of the bid materials, correspondence, staff reports and all other related materials. 5. In accordance with California Public Contract Code Section 20160 and following any other applicable laws, the City Council of the City of Rohnert Park hereby finds the bid of Telfer Pavement Technologies LLC for the Project to be the lowest, responsive bid and waives any irregularities in such bid in accordance with applicable law. 6. The City Manager is hereby authorized and directed to execute the contract with Telfer Pavement Technologies LLC, in substantially similar form to Exhibit A attached hereto and incorporated by this reference, subject to minor revisions by the City Attorney or City Manager, for the sum of the base bid for the five hundred fifty seven thousand eight hundred ten dollars and sixty eight cents ($557,810.68) for construction of the Project in ( 2 ) 2017-080 accordance with the bid documents and applicable law upon submission by Telfer Pavement Technologies LLC of all documents required pursuant to the Project bid documents. 7. The City Manager is hereby authorized to execute change orders in an amount not to exceed 10% of the base bid or fifty five thousand seven hundred eighty one dollars and seven cents ($55,781.07). 8. The City Manager is hereby authorized to execute any other documents pertaining to this transaction for and on behalf of the City of Rohnert Park. 9. City staff is hereby directed to issue a Notice of Award to Telfer Pavement Technologies LLC for this project. 10. The City Council authorizes the 2017 Preventive Maintenance Project with an updated budget of $626,100.00. 11. The Finance Director is authorized to amend the budget, make appropriations and transfer funds as necessary to fund the authorized budget for the project. 12. This Resolution shall become effective immediately. 13. All portions of this resolution are severable. Should any individual component of this Resolution be adjudged to be invalid and unenforceable by a body of competent jurisdiction, then the remaining resolution portions shall continue in full force and effect, except as to those resolution portions that have been adjudged invalid. The City Council of the City of Rohnert Park hereby declares that it would have adopted this Resolution and each section, subsection, clause, sentence, phrase and other portion thereof, irrespective of the fact that one or more section, subsection, clause, sentence, phrase or other portion may be held invalid or unconstitutional. DULY AND REGULARLY ADOPTED this 27th day of June, 2017. CITY OF ROHNERT PARK _______________________________ Jake Mackenzie, Mayor ATTEST: _____________________________ Caitlin Saldanha, Deputy City Clerk Attachment: Exhibit A AHANOTU: _________BELFORTE: _________ CALLINAN: _________ STAFFORD: _________ MACKENZIE: _________ AYES: ( ) NOES: ( ) ABSENT: ( ) ABSTAIN: ( ) Exhibit A C O N T R A C T 2017 PREVENTIVE MAINTENANCE PROJECT NUMBER 2017-08 C O N T R A C T PREVENTIVE MAINTENANCE PROJECT NO. 2017-08 THIS AGREEMENT, made and entered into this _____ day of______________, 20___, by and between Telfer Pavement Technologies LLC, hereinafter called "Contractor", and the City of Rohnert Park, hereinafter called "City". W I T N E S S E T H : WHEREAS, the City Council of said City has awarded a contract to Contractor for performing the work hereinafter mentioned in accordance with the sealed proposal of said Contractor. NOW, THEREFORE, IT IS AGREED, as follows: 1. Scope of Work: The Contractor must perform all the work and furnish all the labor, materials, equipment and all utility and transportation services required to complete all of the work of construction and installation of the improvements more particularly described in the Resolution adopted by the City Council of said City on June 13, 2017, the items and quantities of which are more particularly set forth in the Contractor's bid therefor on file in the office of the City Clerk, except work to be performed by subcontractors as set forth in the Contractor’s bid and for which the Contractor retains responsibility. 2. Time of Performance and Liquidated Damages: The Contractor must begin work within fifteen (15) calendar days after official notice by the City Engineer to proceed with the work and must diligently prosecute the same to completion within thirty (30) working days of that Notice. The Contractor acknowledges and agrees that time is of the essence with respect to Contractor’s work and that Contractor shall diligently pursue performance of the work. In the event the Contractor does not complete the work within the time limit so specified or within such further time as said City Council must have authorized, the Contractor must pay to the City liquidated damages in the amount of $500 per day for each and every day's delay in finishing the work beyond the completion date so specified. Additional provisions with regard to said time of completion and liquidated damages are set forth in the specifications, which provisions are hereby referred to and incorporated herein by reference. 2 3. Payments: Payments will be made by City to the Contractor for said work performed at the times and in the manner provided in the specifications and at the unit prices stated in Contractor's bid. The award of the contract is for a total amount of $557,810.68. 4. Component Parts and Interpretation: This contract must consist of the following documents, each of which is on file in the office of the City Clerk and all of which are incorporated herein and made a part hereof by reference thereto: a) This Agreement b) Notice Inviting Sealed Proposals c) Instruction and Information to Bidders d) Accepted Proposal, with all attachments and certifications e) Faithful Performance Bond f) Labor and Material Bond g) Special Provisions h) Standard Specifications i) Technical Specifications j) Design Standards k) Plans, Profiles and Detailed Drawings In the event of conflict between these documents, the following order of precedence will govern: this contract; change orders; supplemental agreements and approved revisions to plans and specifications; special conditions; standard specifications; detail plans; general plans; standard plans; reference specifications. In the absence of a controlling or contrary provision in the foregoing, the Standard Specifications (2006 edition) of the California Department of Transportation shall apply to this project. 5. Independent Contractor. Contractor is and will at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, or agents will have control over the conduct of Contractor or any of Contractor’s officers, employees, agents or subcontractors, except as expressly set forth in the Contract Documents. Contractor may not at any time or in any manner represent that it or any of its officers, employees, agents, or subcontractors are in any manner officers, employees, agents or subcontractors of City. 6. Prevailing Wages: Copies of the determination of the Director of the Department of Industrial Relations of the prevailing rate of per diem wages for each craft, classification or type of worker needed to execute this Contract will be on file in, and available at City Hall. Contractor must post at the work site, or if there is no regular work site then at its principal office, for the duration of the Contract, a copy of the determination by the Director of the Department of Industrial Relations of the specified prevailing rate of per diem wages. (Labor Code § 1773.2.) Contractor, and any subcontractor engaged by Contractor, may pay not less than the specified prevailing rate of per diem wages to all workers employed in the execution of the 3 contract. (Labor Code § 1774.) Contractor is responsible for compliance with Labor Code section 1776 relative to the retention and inspection of payroll records. Contractor must comply with all provisions of Labor Code section 1775. Under Section 1775, Contractor may forfeit as a penalty to City up to $200.00 for each worker employed in the execution of the Contract by Contractor or any subcontractor for each calendar day, or portion thereof, in which the worker is paid less than the prevailing rates. Contractor may also be liable to pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof, for which each worker was paid less than the prevailing wage rate. Nothing in this Contract prevents Contractor or any subcontractor from employing properly registered apprentices in the execution of the Contract. Contractor is responsible for compliance with Labor Code section 1777.5 for all apprenticeable occupations. This statute requires that contractors and subcontractors must submit contract award information to the applicable joint apprenticeship committee, must employ apprentices in apprenticeable occupations in a ratio of not less than one hour of apprentice’s work for every five hours of labor performed by a journeyman (unless an exception is granted under § 1777.5), must contribute to the fund or funds in each craft or trade or a like amount to the California Apprenticeship Council, and that contractors and subcontractors must not discriminate among otherwise qualified employees as apprentices solely on the ground of sex, race, religion, creed, national origin, ancestry or color. Only apprentices defined in Labor Code section 3077, who are in training under apprenticeship standards and who have written apprentice contracts, may be employed on public works in apprenticeable occupations. If federal funds are used to pay for the Work, Contractor and any subcontractor agree to comply, as applicable, with the labor and reporting requirements of the Davis-Bacon Act (40 USC § 276a-7), the Copeland Act (40 USC § 276c and 18 USC § 874), and the Contract Work Hours and Safety Standards Act (40 USC § 327 and following). 7. Hours of Labor: Contractor acknowledges that under California Labor Code sections 1810 and following, eight hours of labor constitutes a legal day’s work. Contractor will forfeit as a penalty to City the sum of $25.00 for each worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Labor Code section 1810. 8. Apprentices: Attention is directed to the provisions in Sections 1777.5 (Chapter 1411, Statutes of 1968) and 1777.6 of the Labor Code concerning the employment of apprentices by the Contractor or any Subcontractor under him. Section 1777.5, as amended, requires the Contractor or Subcontractor employing tradesmen in any apprenticeable occupation to apply to the joint apprenticeship committee nearest the site of the public works project and which administers the apprenticeship program in that trade for a certificate of approval. The certificate will also fix the ratio of apprentices to journeymen that will be used in the performance of the Contract. The ratio of apprentices to journeymen in such cases must not be less than one to five except: A. When unemployment in the area of coverage by the joint apprenticeship committee 4 has exceeded an average of 15 percent in the 90 days prior to the request for certificate, or B. When the number of apprentices in training in that area exceeds a ratio of one to five, or C. When the trade can show that it is replacing at least 1/30 of its membership through apprenticeship training on an annual basis statewide or locally, or D. When the assignment of an apprentice to any work performed under a public works Contract would create a condition which would jeopardize his life or the life, safety, or property of fellow employees or the public at large, or if the specified task to which the apprentice is to be assigned is of such a nature that training cannot be provided by a journeyman, or E. When the Contractor provides evidence that he employs registered apprentices on all of his Contracts on an annual average of not less than one apprentice to eight journeymen. The Contractor is required to make contributions to funds established for the administration of apprenticeship program if he employs registered apprentices or journeymen in any apprenticeable trade on such Contracts and if other Contractors on the public works site are making such contributions. The Contractor and any Subcontractor under him must comply with the requirements of Section 1777.5 and 1777.6 in the employment of apprentices. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. . 9. Labor Discrimination: Attention is directed to Section 1735 of the Labor Code, which reads as follows: "A contractor must not discriminate in the employment of persons upon public works on any basis listed in subdivision (a) of Section 12940 of the Government Code, as those bases are defined in Sections 12926 and 12926.1 of the Government Code, except as otherwise provided in Section 12940 of the Government Code. Every contractor for public works who violates this section is subject to all the penalties imposed for a violation of this chapter. " 10. Workmen's Compensation Insurance: In accordance with the provisions of Article 5, Chapter 1, Part 7, Division 2 (commencing with Section 1860) and Chapter 4, Part 1, Division 4 (commencing with Section 3700) of the Labor Code of the State of California, the Contractor is required to secure the payment of compensation to his employees and must for that purpose obtain and keep in effect adequate Workmen's Compensation Insurance. The undersigned Contractor is aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for workmen's compensation or to undertake self-insurance in accordance with the provisions of that Code, and will comply with such provisions before commencing the performance of the work of this contract. 11. Indemnity and Insurance: To the fullest extent permitted by law, Contractor must indemnify, hold harmless, release and defend City, its officers, elected officials, employees, agents, volunteers, and consultants from and against any and all actions, claims, demands, damages, 5 disability, losses, expenses including, but not limited to, attorney's fees and other defense costs and liabilities of any nature that may be asserted by any person or entity including Contractor, in whole or in part, arising out of Contractor’s activities hereunder, including the activities of other persons employed or utilized by Contractor including subcontractors hired by the Contractor in the performance of this Agreement excepting liabilities due to the active negligence of the City. 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 Contractor under Worker's Compensation, disability or other employee benefit acts or the terms, applicability or limitations of any insurance held or provided by Contractor and must continue to bind the parties after termination/completion of this Agreement. Contractor shall procure and maintain throughout the time for performance of the work under this Contract the insurance required by the Special Provisions. The requirement that Contractor procure and maintain insurance shall in no way be construed to limit the Contractor’s duty to indemnify City as provided in the paragraph above. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 12. City Right of Termination and Right to Complete the Work. The City may terminate the Contract when conditions encountered during the work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Contract by act of God, by law, or by official action of a public authority. In addition, the occurrence of any of the following is a default by Contractor under this Contract: A. Contractor refuses or fails to prosecute the Work or any part thereof with such diligence as will insure its completion within the time specified or any permitted extension. B. Contractor fails to complete the Work on time. C. Contractor is adjudged bankrupt, or makes a general assignment for the benefit of creditors, or a receiver is appointed on account of Contractor’s insolvency. D. Contractor fails to supply enough properly skilled workers or proper materials to complete the Work in the time specified. E. Contractor fails to make prompt payment to any subcontractor or for material or labor. F. Contractor fails to abide by any applicable laws, ordinances or instructions of City in performing the Work. G. Contractor breaches or fails to perform any obligation or duty under the Contract. Upon the occurrence of a default by Contractor, the Director will serve a written notice of default on Contractor specifying the nature of the default and the steps needed to correct the default. Unless Contractor cures the default within 10 days after the service of such notice, or satisfactory arrangements acceptable to City for the correction or elimination of such default are made, as determined by City, City may thereafter terminate this Contract by serving written notice on Contractor. In such case, Contractor will not be entitled to receive any further payment, except for Work actually completed prior to such termination in accordance with the provisions of the Contract Documents. 6 In event of any such termination, City will also immediately serve written notice of the termination upon Contractor’s surety. The surety will have the right to take over and perform pursuant to this Contract; provided, however, that if the surety does not give City written notice of its intention to take over and perform this Contract within five days after service of the notice of termination or does not commence performance within 10 days from the date of such notice, City may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of Contractor. Contractor and the surety will be liable to City for any and all excess costs or other damages incurred by City in completing the Work. If City takes over the Work as provided in this Section, City may, without liability for so doing, take possession of, and utilize in completing the Work, such materials, appliances, plant, and other property belonging to Contractor as may be on the site of the Work and necessary for the completion of the Work. 13. Substitution of Securities for Withheld Amounts: Pursuant to California Public Contracts Code Section 22300, securities may be substituted for any moneys withheld by a public agency to ensure performance under a contract. At the request and sole expense of the Contractor, securities equivalent to the amount withheld must be deposited with the public agency, or with a state or federally chartered bank as the escrow agent, who must pay such moneys to the Contractor upon satisfactory completion of the contract. Securities eligible for substitution under this section must include those listed in the California Public Contracts Code Section 22300 or bank or savings and loan certificates of deposit. The Contractor must be the beneficial owner of any securities substituted for moneys withheld and must receive any interest thereon. Alternatively, the Contractor may request and the City shall make payment of retentions earned directly to the escrow agent at the expense of the Contractor. At the expense of the Contractor, the Contractor may direct the investment of the payments into securities and the Contractor shall receive the interest earned on the investments upon the same terms provided for in Section 22300 for securities deposited by the Contractor. Upon satisfactory completion of the Contract, the Contractor shall receive from the escrow agent all securities, interest, and payments received by the escrow agent from the City, pursuant to the terms of this section. Any escrow agreement entered into pursuant to this section must contain as a minimum the following provisions: a. The amount of securities to be deposited; b. The terms and conditions of conversion to cash in case of the default of the Contractor; and c. The termination of the escrow upon completion of the contract. 14. General Provisions A. Authority to Execute. Each Party represents and warrants that all necessary action has been taken by such Party to authorize the undersigned to execute this Contract and to bind it to the performance of its obligations. B. Assignment. Contractor may not assign this Contract without the prior written consent of City, which consent may be withheld in City’s sole discretion since the experience and qualifications of Contractor were material considerations for this Contract. 7 C. Binding Effect. This Agreement is binding upon the heirs, executors, administrators, successors and permitted assigns of the Parties. D. Integrated Contract. This Contract, including the Contract Documents, is the entire, complete, final and exclusive expression of the Parties with respect to the Work to be performed under this Contract and supersedes all other agreements or understandings, whether oral or written, between Contractor and City prior to the execution of this Contract. E. Modification of Contract. No amendment to or modification of this Contract will be valid unless made in writing and approved by Contractor and by the City Council or City Manager, as applicable. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver will be void. F. Counterparts, Facsimile or other Electronic Signatures. This Contract may be executed in several counterparts, each of which will be deemed an original, and all of which, when taken together, constitute one and the same instrument. Amendments to this Contract will be considered executed when the signature of a party is delivered by facsimile or other electronic transmission. Such facsimile or other electronic signature will have the same effect as an original signature. G. Waiver. Waiver by any Party of any term, condition, or covenant of this Contract will not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Contract will not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Contract. Acceptance by City of any Work performed by Contractor will not constitute a waiver of any of the provisions of this Contract. H. Interpretation. This Contract will be interpreted, construed and governed according to the laws of the State of California. Each party has had the opportunity to review this Contract with legal counsel. The Contract will be construed simply, as a whole, and in accordance with its fair meaning. It will not be interpreted strictly for or against either party. I. Severability. If any term, condition or covenant of this Contract is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Contract will not be affected and the Contract will be read and construed without the invalid, void or unenforceable provision. J. Venue. In the event of litigation between the parties, venue in state trial courts will be in the County of Sonoma. In the event of litigation in a U.S. District Court, venue will be in the Northern District of California. IN WITNESS WHEREOF, the City of Rohnert Park has caused these presents to be executed by its officers, thereunto duly authorized, and Contractor has subscribed same, all on the day and year first above written. CITY OF ROHNERT PARK Telfer Pavement Technologies LLC ____________________________________ City Manager Date Name/Title Date Per Resolution No. __________adopted by the Rohnert Park City Council at its meeting of _________ 8 ATTEST: ____________________________________ City Clerk APPROVED AS TO FORM: City Attorney ITEM NO. 6C4 1 Meeting Date: June 27, 2017 Department: Development Services Submitted By: Mary Grace Pawson, Director of Development Services Prepared By: Mary Grace Pawson, Director of Development Services Agenda Title: Authorizing the City Manager to Execute the First Amendment to the Consultant Services Agreements with Code Source and Shums Coda Associates RECOMMENDED ACTION: Adopt a Resolution authorizing the City Manager to execute the First Amendment to the Consultant Services Agreements with Code Source and Shums Coda Associates. BACKGROUND: In order to provide timely service to applicants without increasing staffing levels, Development Services utilizes outside building inspection and plan check services to assist in managing timely review and inspections of private development projects. Currently these projects include the University District Specific Plan Area, the Stadium Lands Planned Development Area, the Southeast Specific Plan Area, the Sonoma Mountain Village Planned Development Area and various infill work. Staff from Development Services stays in regular contact with major project proponents in the City and based on a recent review of anticipated building applications from the University District, Southeast Specific Plans and the Five Creeks, inspection requests alone could generate over $2.3 million in building permit revenue in Fiscal Year 2017-18. In 2015 and after a qualifications based selection process, the City contracted with both Code Source and Shums Coda Associates to perform plan review and building inspection services. The term of the current agreements expires on June 30, 2017. Because of the volume of work that Development Services is managing and because of the familiarity and expertise that Code Source and Shums Coda bring to the City, staff is recommending that both contracts be amended. ANALYSIS: Staff is requesting amendments to both contracts in order to extend their terms, increase the available contract budget and add to the list of services these consultants could provide to the City. These amendments will allow staff to continue to manage the volume of building plan check and inspection work generated by growth and redevelopment in the City. As of mid-June, there is $205,869.44 left on the existing Code Source contract. With Amendment 1, staff is requesting that an additional $500,000 be added to the contract and that the term be extended for three years. As of mid-June, there is $323,334.49 left on the existing Shums Coda Associates contract. With Amendment 1, staff is requesting that an additional $250,000 be added to the contract and that the term be extended for three years. Mission Statement “We Care for Our Residents by Working Together to Build a Better Community for Today and Tomorrow.” CITY OF ROHNERT PARK CITY COUNCIL AGENDA REPORT ITEM NO. 6C4 2 The scope of services under the amendments will include building plan check review, building inspections, and Chief Building Official services on an as-needed basis, as well as additional service options for the City, including expedited review. As will all of the City’s staff augmentation contracts, consultant services will only be used when the volume of work warrants. Because the cost of this outside service is recovered from building plan check and inspection fees, over multiple years, the proposed resolution also authorizes the Finance Director to make appropriations from fee revenue as necessary to cover the work. STRATEGIC PLAN ALIGNMENT: This action is consistent with Strategic Plan Goal D – Continue to Develop a Vibrant Community. OPTIONS CONSIDERED: None. Both consultants were selected through a qualifications based selection process, consistent with the City’s Purchasing Policy. Extending the term of consultants contract and allowing for additional services will allow Development Services to continue to provide high quality service to applicants. FISCAL IMPACT/FUNDING SOURCE: There is no impact to the General Fund from these contracts. The fiscal impact of the contracts could be as high as $750,000 over three years. The costs associated with contract are covered by the building and plan check fees paid by applicants. The consultants’ services will not be utilized unless and until applicants have requested the services and paid the City’s fees. Department Head Approval Date: 6/15/2017 Finance Director Approval Date: 6/16/2017 City Attorney Approval Date: 6/13/2017 City Manager Approval Date: 6/20/2017 Attachments: 1. Resolution Authorizing the City Manager to Execute the First Amendment to the Consultant Services Agreements with Code Source and Shums Coda Associates 2. Resolution Exhibit A – First Amendment to the Consultant Services Agreement with Code Source 3. Resolution Exhibit B – First Amendment to the Consultant Services Agreement with Shums Coda 1 RESOLUTION NO. 2017-081 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AUTHORIZING THE CITY MANAGER TO EXECUTE THE FIRST AMENDMENT TO THE CONSULTANT SERVICES AGREEMENTS WITH CODE SOURCE AND SHUMS CODA ASSOCIATES WHEREAS, in accordance with the City’s Purchasing Policy, staff has issued request for Qualifications for building plan check and inspection services, evaluated responses and determined that Code Source and Shums Coda Associates were most qualified to provide design services on this project; and WHEREAS, on July 14, 2015 the City executed a Consultant Services Agreement with Code Source, the term of which ends on June 30, 2017; and WHEREAS, on June 9, 2015 the City executed a Consultant Services Agreement with Shums Coda Associates, the term of which ends on June 30, 2017; and WHEREAS, both consultants have provided high quality service to the City and bring unique understanding of ongoing development projects in the City; and WHEREAS, the costs associated with these consultant contracts is fully recovered by the building and inspection fees paid by applicants receiving these services. NOW, THEREFORE, BE IT RESOLVED that the City Manager is authorized to the execute the First Amendment to the Consultant Services Agreement with Code Source attached hereto as Exhibit “A” and incorporated herein by reference, subject to minor modifications by the City Manager or City Attorney. BE IT FURTHER RESOLVED that the City Manager is authorized to the execute the First Amendment to the Consultant Services Agreement with Shums Coda Associates attached hereto as Exhibit “B” and incorporated herein by reference, subject to minor modifications by the City Manager or City Attorney. BE IT FURTHER RESOLVED that the Finance Director is authorized to amend the budget, make appropriations and transfer funds as necessary to fund the authorized contracts from building and inspection fee revenue paid to the City from project applicants. 2 2017-081 DULY AND REGULARLY ADOPTED this 27th day of June, 2017. CITY OF ROHNERT PARK _______________________________ Jake Mackenzie, Mayor ATTEST: _____________________________ Caitlin Saldanha, Deputy City Clerk Attachments: Exhibit A and Exhibit B AHANOTU: _________ BELFORTE: _________ CALLINAN: _________ STAFFORD: _________ MACKENZIE: _________ AYES: ( ) NOES: ( ) ABSENT: ( ) ABSTAIN: ( ) EXHIBIT A TO RESOLUTION 1 FIRST AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT WITH CODE SOURCE FOR PROFESSIONAL PLAN CHECK AND BUILDING INSPECTION SERVICES This First Amendment to the Agreement between the City of Rohnert Park (“City”) and Code Source (“Consultant”) for additional services (“First Amendment”) is entered into as of the 1st day of July 2017, (“Effective Date”), by and between City and Consultant. RECITALS A. City and Consultant are parties to that certain Agreement entitled “Agreement with Code Source for Professional Plan Check and Building Inspection Services” dated July 14, 2015 and authorized by Minute Order approved by the City Council on July 14, 2015, for the amount of $500,000. B. The Agreement referenced above terminates on June 30, 2017. C. City and Consultant now desire to enter into this First Amendment to extend the term of the agreement and provide for ongoing and additional work as described below. AGREEMENT NOW, THEREFORE, in consideration of the following mutual promises, the parties hereby amend the Agreement as follows: 1. Scope of Services. In addition to the services provided under the Agreement, Consultant shall provide additional services as described in the attached Exhibit A. 2. Compensation. Consultant shall perform the services described in this First Amendment for a total not-to-exceed amount of $500,000.00, in accordance with the Fee Schedule included in Exhibit B. 3. Agreement in Effect. Except as amended by this First Amendment, the Agreement shall remain in full force and effect. 4. Counterpart Signatures. This First Amendment may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. IN WITNESS THEREOF, the parties have executed this First Amendment as of the date first written above. Signatures on Next Page 2 CITY OF ROHNERT PARK: By:________________________/_______ Darrin Jenkins, City Manager (Date) Per Resolution No. 2017-__ adopted by the Rohnert Park City Council at its meeting of June 27, 2017. ATTEST: __________________________________ City Clerk APPROVED AS TO FORM: __________________________________ City Attorney CONSULTANT: By:___________________________/_ Name:__________________________ (Date) Title:____________________________ By:___________________________/_ Name:__________________________ (Date) Title:____________________________ EXHIBIT A TO AMENDMENT #1 SCOPE OF WORK 3 The following is a description of the multi-disciplinary services Code Source will provide to the City of Rohnert Park: 1. Plan Review Services: Scope: We are qualified to review all types of occupancies: single family dwellings, multi- family buildings, commercial and industrial buildings, in any type of construction: wood-frame, masonry, heavy timber or steel. Our standard review includes checking code compliance with the currently adopted editions of all applicable codes: California Building, Residential, Plumbing, Mechanical and Electrical Codes, along with the California Energy Code, Green Building Code, Historical Code and Fire Code, as applies. We examine soils reports, energy reports, Wildland-Urban Interface requirements, water efficiency measures, access compliance and the applicable ordinances adopted by the Jurisdiction. We also specialize in the review of photovoltaic electrical system for commercial and residential installations of any size, and we can also provide Geotechnical Peer review and other services. We provide qualified, certified and/or licensed staff as required to review plans for the codes listed above. Code Source has the equipment, and facilities needed in which to perform the work in a professional manner, and we maintain general liability insurance to cover the cost of any unforeseen calamity. Code Source will coordinate the resolution of identified deficiencies with the applicant and/or the designer of record; however, the Building Official shall decide all unresolved issues. Work Product: We prepare a formal comment letter describing all information required for plan approval. We identify items needing clarification or correction to achieve compliance and provide a reference to each applicable code section. We transmit the report to the applicant, the designer, or other contact person as directed by the building department, with a copy to the Building Department. As is the custom now, Plan Review Comment Letters are transmitted by email attachment. We can also mail or fax the comment letter if the applicant requests that form of communication. Transportation of plans: Upon notification that plans are ready to be submitted to us for review, Code Source will either pick them up by the end of the next business day or provide a UPS shipping label for use in shipping the documents to us. The use of a shipping service is our preferred method as it is also the most energy efficient and sustainable method for the transportation of packages. Plans and related documentation are returned to the Building Department upon review completion, at Code Source’s expense, by shipping or delivery. EXHIBIT A TO AMENDMENT #1 SCOPE OF WORK 4 Time Frame Residential: Our standard turn-around time for basic residential projects is 10 business days for initial review and 5 business days for recheck, based on the day the complete review package is received in our office and ends the day we ship the project package back to the jurisdiction. Time Frame Commercial/Industrial: Our standard turn-around time for basic Commercial/Industrial projects is 15 business days for initial review and 10 business days for recheck, based on the day the complete review package is received in our office and ends the day we ship the project package back to the jurisdiction. Deferred submittal items and revisions to the Approved Plans: These submittals will be completed within the same turnaround times as described above for the type of work being reviewed and time charged per our hourly rates. Expedite Reviews: When our schedule allows, and with additional fees per the Fee Schedule, we can offer an Expedite Review that cuts the initial review time in half. Recheck time remains the same, but are given priority over other rechecks. Number of Reviews: Percentage based plan review fees will cover three submittals. If an applicant has not sufficiently addressed all comments by the third review, extra charges will be assessed on an hourly basis, after informing the Building Official, or designee. 2. Inspection Services: Scope: Code Source Inspectors are qualified to inspect all types of occupancies: single family dwellings, multi-family buildings, commercial and industrial buildings, in any type of construction: wood-frame, masonry, heavy timber or steel. Our inspectors are trained for all applicable codes: California Building, Residential, Plumbing, Mechanical and Electrical Codes, along with the California Energy Code, Green Building Code, Historical Code and Fire Code, as applies. They are also trained to be aware of and to adhere to the inspection procedures of the Jurisdiction and we supply them with all the necessary tools, codes, cell phones and transportation needed. Time Frame: A minimum of 48 hours advance request is preferred. 3. Certified Access Specialist (CASp) services: Scope: With a CASp on staff, Code Source can provide Plan Review for State and Federal Accessibility compliance for any project. We can also provide research and consultation to the Building Official by the hour. CASp inspections are not offered at this time. EXHIBIT B TO AMENDMENT #1 FEE SCHEDULE 5 FLAT FEES BASED ON PERCENTAGE OF JURISDICTION’S PLAN REVIEW FEE: Complete Standard Review: 65% Complete Expedite Review: 65% x 1.5 (2) see notes below Structural Only Review: 50% Fee includes 1st review, two rechecks and the cost of shipping documents to and from the jurisdiction. HOURLY RATES for On Site services: Classification Rate per Hour Building Official: $125.00 Senior Building Official: $145.00 Permit Technician: $ 75.00 Field Inspector: ** $ 75.00* Senior Field Inspector: ** $ 80.00* Senior Field Inspector II: ** $ 90.00* * Additional $25 per day for vehicle use, if jurisdiction does not provide a vehicle ** Half-day (4 hour) minimum charge HOURLY RATES for Plan Review: Checking plans for compliance with the adopted editions of the applicable California Codes: Senior Structural Engineer: $140.00 Senior Structural Engineer II: $160.00 Senior Plan Check Engineer: $100.00 Senior Plan Check Engineer II: $120.00 Plans Examiner: $ 75.00 Senior Plans Examiner: $ 85.00 Senior Plans Examiner II: $100.00 Clerical Support: $ 50.00 HOURLY RATES Specialist: Geotechnical Peer Review Geotechnical Consultant cost plus 15% Certified Access Specialist: $100.00/hr Senior Certified Access Specialist: $120.00/hr Professional Consultant (MEP) Engineer Consultant cost plus 15% Notes: 1. Additional Classifications may be added to the list during the year as new positions are created. 2. Hourly rates are for standard time.  Expedite review fees are 1.5x the listed rates and reduces the initial review time by half, rechecks remain the same number of days.  Emergency review for Commercial, Multi-Family and Master Plans are 2.5x the listed rate and reduces each review (initial/recheck) to 5 working days. 3. Does not include Consultation in connection with litigation or court appearance EXHIBIT B TO RESOLUTION 1 FIRST AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT WITH SHUMS CODA ASSOCIATES INC. FOR PROFESSIONAL PLAN CHECK AND BUILDING INSPECTION SERVICES This First Amendment to the Agreement between the City of Rohnert Park (“City”) and Shums Coda Associates Inc. (“Consultant”) for additional services (“First Amendment”) is entered into as of the 1st day of July, 2017, (“Effective Date”), by and between City and Consultant. RECITALS A. City and Consultant are parties to that certain Agreement entitled “Agreement with Shums Coda Associates Inc. for Professional Plan Check and Building Inspection Services” dated June 9, 2015, and authorized by Minute Order approved by the City Council on June 9, 2015, for the amount of $500,000. B. The Agreement referenced above terminates on June 30, 2017. C. City and Consultant now desire to enter into this First Amendment to extend the term of the agreement and provide for ongoing and additional work as described below. AGREEMENT NOW, THEREFORE, in consideration of the following mutual promises, the parties hereby amend the Agreement as follows: 1. Scope of Services. In addition to the services provided under the Agreement, Consultant shall provide additional services as described in the attached Exhibit A. 2. Compensation. Consultant shall perform the services described in this First Amendment for a total not-to-exceed amount of $250,000.00, in accordance with the Fee Schedule included in Exhibit B. 3. Agreement in Effect. Except as amended by this First Amendment, the Agreement shall remain in full force and effect. 4. Counterpart Signatures. This First Amendment may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. IN WITNESS THEREOF, the parties have executed this First Amendment as of the date first written above. Signatures on Next Page 2 CITY OF ROHNERT PARK: By:________________________/_______ Darrin Jenkins, City Manager (Date) Per Resolution No. 2017-__ adopted by the Rohnert Park City Council at its meeting of June 27, 2017 ATTEST: __________________________________ City Clerk APPROVED AS TO FORM: __________________________________ City Attorney CONSULTANT: By:___________________________/_ Name:__________________________ (Date) Title:____________________________ By:___________________________/_ Name:__________________________ (Date) Title:____________________________ EX H I B I T A T O A M E N D M E N T # 1 SC O P E O F W O R K 3 *T h e s e r e v i e w t i m e s a r e b a s e d o n t y p i c a l p l a n su b m i t t a l s , bu t t h e r e m a y b e s p e c i f i c p r o j e c t s t h a t a r e m o r e c o m p l e x i n na t u r e th a t w i l l re q u i r e s o m e m i n o r a d j u s t m e n t s to t h e ge n e r a l t u r n a r o u n d sc h e d u l e . SC A i s a l s o c a p a b l e o f r e v i e w i n g s p e c i a l p r o j e c t s , s u c h a s C a p i t a l I m p r o v e m e n t P r o j e c t s , O S H P D 3 F a c i l i t i e s , P r i v a t e Sc h o o l / C o l l e g e s , H a z a r d o u s M a t e r i a l s F a c i l i t i e s o r L a b o r a t o r y / C le a n R o o m s , t y p i c a l l y w i t h i n 1 0 w o r k i n g d a y s f o r t h e i n i t i a l re v i e w , a n d 5 w o r k i n g d a y s fo r s u b s e q u e n t r e c h e c k s . If a n e x p e d i t e d p l a n r e v i e w i s r e q u e s t e d , t h e t u r n - a r o u n d t i m e c o u l d b e a s q u i c k l y a s a s i n g l e d a y , b u t t h e s e t y p e s o f r e v i e w sc h e d u l e s a r e t y p i c a l l y d e t e r m i n e d b a s e d o n t h e c o m p l e x i t y o f th e p r o j e c t a n d t h e a v a i l a b i l i t y of S C A s t a f f t o c o m p l e t e t h e re v i e w . Pr o j e c t T y p e s Pl a n R e v i e w Re s p o n s e ti m e Pl a n s Tr a n s p o r t a t i o n 1s t p l a n re v i e w t i m e fr a m e 2n d & 3 r d pl a n r e v i e w ti m e f r a m e El e c t r o n i c pl a n r e v i e w Bl d g I n s p e c t i o n av a i l a b i l i t y o n - c a l l , ad v a n c e d n o t i c e ? Project Size limitation? Si n g l e F a m i l y D w e l l i n g 24 h o u r s Fe d E x , SC A S t a f f 7 d a y s * 3 - 5 d a y s * Y E S 2 4 - 4 8 h r s , m o s t ca s e s 2 4 h o u r s N/A Mu l t i - F a m i l y T o w n h o m e s 24 h o u r s Fe d E x , SC A S t a f f 10 d a y s * 3 - 5 d a y s * Y E S 2 4 - 4 8 h r s , m o s t ca s e s 2 4 h o u r s N/A Mu l t i - F a m i l y A p a r t m e n t s (S t a n d a r d ) 24 h o u r s Fe d E x , SC A S t a f f 10 d a y s * 3 - 5 d a y s * Y E S 2 4 - 4 8 h r s , m o s t ca s e s 2 4 h o u r s N/A Mu l t i - F a m i l y A p a r t m e n t s (L a r g e S c a l e ) 24 h o u r s Fe d E x , SC A S t a f f 15 d a y s * 3 - 5 d a y s * Y E S 2 4 - 4 8 h r s , m o s t ca s e s 2 4 h o u r s N/A Te n a n t I m p r o v e m e n t s 24 h o u r s Fe d E x , SC A S t a f f 10 d a y s * 3 - 5 d a y s * Y E S 24 - 4 8 h r s , m o s t ca s e s 2 4 h o u r s N/A Ne w C o m m e r c i a l In d u s t r i a l 24 h o u r s Fe d E x , SC A S t a f f 10 d a y s * 3 - 5 d a y s * Y E S 2 4 - 4 8 h r s , m o s t ca s e s 2 4 h o u r s N/A EX H I B I T B T O A M E N D M E N T # 1 FE E S C H E D U L E 4 In - H o u s e P l a n R e v i e w e r - $ 1 1 0 / h o u r . Ov e r t i m e w i l l b e n o t b e c h a r g e d f o r a n y p l an r e v i e w s e r v i c e s b i l l e d a t t h e h o u r l y ra t e , w h i l e i n s p e c t i o n s e r v i c e s w i l l b e ch a r g e d a t 1 5 0 % o f t h e s t a n d a r d h o u r l y r a t e s ( s e e q u a l i f y i n g s t a t e m e n t b e l o w 5 ), w i t h p r i o r a u t h o r i z a t i o n f r o m t h e c l i e n t . Re i m b u r s a b l e E x p e n s e s Re i m b u r s a b l e e x p e n s e s s h a l l i n c l u d e , b u t n o t b e l i m i t e d t o , t h e f o l l o w i n g a s a p p r o v e d b y t h e j u r i s d i c t i o n : Mi l e a g e P e r c u r r e n t I R S m i l e a g e r a t e Ot h e r D i r e c t P r o j e c t E x p e n s e s 6 at c o s t p l u s 1 5 % 1 Th e P l a n R e v i e w f e e c o v e r s a l l s e r v i c e s a s so c i a t e d w i t h t h e t y p i c a l p l a n r e v i e w , i n c l ud i n g : P i c k - u p a n d d e l i v e r y o f d e s i g n d o c u ments to the jurisdiction. Fi r s t , s e c o n d a n d q u i c k t h i r d r e v i e w t o a p p r o v a l p r o j e c t s . 2 Ou r f e e w i l l c o v e r a f i r s t , s e c o n d a n d m i n o r t h i r d r e v i e w s i f n e e d e d a t n o a d d i t i o n a l c o s t t o t h e c i t y o r a p p l i c a n t . H o w e v e r , if t h e r e s h o u l d b e a n e e d fo r a f o r t h a n d s u b s e q u e n t r e v i e w s , S h u m s Co d a w i l l c h a r g e a t o u r h o u r l y f e e r a t e . 3 Pl a n r e v i e w i s g u a r a n t e e d t o b e c o m p l e t e d w i t h i n 5 b u s i n e s s d a y s f o r t h e i n i t i a l r e v i e w a n d 3 b u s i n e s s d a y s f o r s u b s e q u e n t r e v i ews. 4 Tr a i n i n g l e v e l i n s p e c t o r = $ 6 0 - $ 6 5 ( d e p e n d i n g o n c e r t i f i c a t e s a n d e x p e r i e n c e ) Bu i l d i n g I n s p e c t o r I = $ 6 5 - $ 7 5 ( e n t r y l e v e l i n s p e c t o r – c e r t i f i c a t e s a n d s o m e i n s p e c t i o n e x p e r i e n c e w i t h c o m m e r c i a l w o r k ) B u i ld i n g I n s p e c t o r I I = $ 7 5 - $8 5 ( m u l t i p l e c e r t i f i c a t e s a n d a b l e t o i n s p e c t c o m p l e x c o m m e r c i a l ) Bu i l d i n g I n s p e c t o r I I I = $ 8 5 - $ 9 0 ( m a n y c e r t i f i c at e s a n d e x p e r i e n c e t o w o r k i n d e p e n d en t l y o r s u p e r v i s e o t h e r s a s n e e d e d ) 5 Ho u r s f o r i n s p e c t i o n s i n e x c e s s o f 8 h o u r s ( p er d a y ) w i l l b e b i l l e d a s o v e r t i m e a t t h e r a t e s h o w n a b o v e . W h en i n s p e c t i o n o v e r t i me is requested, on days wh e n i n s p e c t o r h a s n o t a l r e a d y p e r f o r m e d i n sp e c t i o n s o n t h e s i t e ( i . e . , w e e k e n d s , h o l i d ay s , e t c . ) , i n s p e c t i on o v e r t i m e s e r v i c e s w i l l b e p r o v i d e d i n 4 - h o u r mi n i m u m s e g m e n t s . T h e s e n o n - s c h e d u l e d i n s p ec t i o n s , w h e n i n e x c e s s o f 4 h o u r s , s h a l l b e b i l l e d a s a n e i g h t h o u r d a y . 6 Pr i n t i n g c o s t , e x p e d i t e d c o u r i e r s e r v i c e s o r o t h e r e x p e n s e s . P r e - ap p r o v a l b y t h e C i t y i s r e q u i r ed p r i o r t o i n c u r r i n g s u c h e x p e ns e s . % P l a n R e v i e w Ho u r l y R a t e F o r St r u c t u r a l P l a n Re v i e w Ho u r l y R a t e F o r No n - S t r u c t u r a l Pl a n R e v i e w Co s t a f t e r 3 r d Re v i e w Ex p e d i t e d F e e Em e r g e n c y Ho u r l y P l a n Re v i e w F e e Bl d g I n s p e c t i o n Ra t e Bldg Inspection additional Cost 55 % 1 $1 2 0 . 0 0 $ 1 0 0 . 0 0 - $1 1 0 . 0 0 Ho u r l y - b a s e d on S t r u c t u r a l or n o n - st r u c t u r a l Re v i e w r a t e 2 1. 5 x S t a n d a r d Ra t e 2. 2 5 x H o u r l y St a n d a r d Ra t e 3 $6 0 - $ 9 0 a n ho u r de p e n d i n g o n qu a l i f i c a t i o n s of I n s p e c t o r 4 Mileage at IRS current rate ITEM NO. 6C5 and 6C6 Meeting Date: June 27, 2017 Department: Human Resources Submitted By: Victoria Perrault, Human Resources Director Prepared By: Victoria Perrault, Human Resources Director Agenda Title: Consideration of a Tentative Agreement and Memorandum of Agreement with the Service Employees International Union (SEIU) for the Period of July 9, 2017 through June 30, 2021 RECOMMENDED ACTION: Approve and adopt Tentative Agreement and Memorandum of Agreement with the Service Employees International Union (SEIU) for the period of July 9, 2017 through June 30, 2021. BACKGROUND: On January 1, 2014 a new requirement codified by Government Code Section 3505.1 went into effect that requires an agency to approve and adopt Tentative Agreements prior to or concurrently with approving and adopting a Memorandum of Agreement. On June 15, 2017, the City reached the attached Tentative Agreement with the SEIU. SEIU membership subsequently ratified the attached Memorandum of Agreement. In addition to receiving salary increases of 5.5% (FY 17/18), 2.5% (FY18/19), 2.5% (FY 19/20) and 3% (FY 20/21) the attached Memorandum of Agreement includes increased standby/call out pay from a minimum of one hour to a minimum of two hours. A minimum of two hours is more comparable with industry standards. Additionally a provision was added in Section 2.9 to compensate employees for phone and electronic work occurring outside of normal work hours. Attached for your consideration and approval, in two separate motions are two Resolutions approving the following agreements: 1. SEIU Tentative Agreement on Four Year Proposal dated June15, 2017 2. A Memorandum of Agreement with the Service Employees International Union (SEIU) This MOA is effective July 9, 2017 and continues for a four year duration. The Tentative Agreement and MOA are presented for consideration of adoption on June27, 2017. Mission Statement “We Care for Our Residents by Working Together to Build a Better Community for Today and Tomorrow.” CITY OF ROHNERT PARK CITY COUNCIL AGENDA REPORT ITEM NO. 6C5 and 6C6 Department Head Approval Date: N/A City Manager Approval Date: 6/15//17 City Attorney Approval Date: 6/15/17 Attachments (list in packet assembly order): 1. Resolution of the City Council of the City of Rohnert Park Approving the Tentative Agreement On Four Year Proposal with the Service Employees International Union Dated June 15, 2017 A. SEIU Tentative Agreement on Four Year Proposal dated June 15, 2017 2. Resolution of the City Council of the City of Rohnert Park Approving the Memorandum of Agreement with the Service Employees International Union A. A Memorandum Of Agreement With the Service Employees International Union (SEIU) RESOLUTION NO. 2017-082 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK APPROVING THE TENTATIVE AGREEMENT ON A FOUR YEAR PROPOSAL WITH THE SERVICE EMPLOYEES INTERNATIONAL UNION (SEIU) WHEREAS, the Service Employees International Union (SEIU) has ratified the terms and conditions contained in their Tentative Agreement on a Four Year Proposal with the City of Rohnert Park (City) dated June 15, 2017; and WHEREAS, the City Council wishes to recognize and approve the terms and conditions of the Tentative Agreement on a Four Year Proposal with SEIU. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park that it does hereby approve the Tentative Agreement on a Four Year Proposal with SEIU which is attached hereto as Exhibit “A” and incorporated herein by this reference. BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to execute documents pertaining to same for and on behalf of the City of Rohnert Park. DULY & REGULARLY ADOPTED this 27th day of June, 2017. CITY OF ROHNERT PARK ______________________________ Jake Mackenzie, Mayor ATTEST: _____________________________ Caitlin Saldanha, Deputy City Clerk Exhibit A: SEIU TENTATIVE AGREEMENT ON A FOUR YEAR PROPOSAL DATED June 15, 2017 AHANOTU: _________ BELFORTE: _________ CALLINAN: _________ STAFFORD: _________ MACKENZIE: _________ AYES: ( ) NOES: ( ) ABSENT: ( ) ABSTAIN: ( ) AHANOTU: _________ BELFORTE: _________ CALLINAN: _________ STAFFORD: _________ MACKENZIE: _________ AYES: ( ) NOES: ( ) ABSENT: ( ) ABSTAIN: ( ) RESOLUTION NO. 2017-083 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK APPROVING AND ADOPTING A MEMORANDUM OF AGREEMENT WITH THE SERVICE EMPLOYEES INTERNATIONAL UNION (SEIU) FOR THE PERIOD OF JULY 9, 2017 THROUGH JUNE 30, 2021 WHEREAS, on June 27, 2017, the City Council approved a Tentative Agreement on a Four Year Proposal with the Service Employees International Union (SEIU) which had been ratified by the membership of SEIU; and WHEREAS, in accordance with the terms and conditions of the Tentative Agreement, staff prepared a final Memorandum of Agreement with SEIU that requires no further approval by SEIU membership. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park that it does hereby approve and adopt the Memorandum of Agreement for SEIU for the Period of July 9, 2017 through June 30, 2021, which is attached hereto as Exhibit “A” and incorporated herein by this reference. BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to execute documents pertaining to same for and on behalf of the City of Rohnert Park. DULY & REGULARLY ADOPTED this 27th day of June 2017 CITY OF ROHNERT PARK ______________________________ Jake Mackenzie, Mayor ATTEST: _____________________________ Caitlin Saldanha, Deputy City Clerk Exhibit A: MEMORANDUM OF AGREEMENT WITH THE SERVICE EMPLOYEES INTERNATIONAL UNION (SEIU) ITEM NO. 6C7 1 Meeting Date: June 27, 2017 Department: Administration Submitted By: Darrin Jenkins, City Manager Prepared By: Darcy Drolet, Executive Assistant Agenda Title: Consideration of a Resolution Adopting a Debt Management Policy Pursuant To Government Code Section 8855(i) RECOMMENDATION: Staff recommends that the City Council adopt the proposed Debt Management Policy (Attachment 2). BACKGROUND: Government Code section 8855(i) was recently amended to mandate that governmental entities anticipating issuing any debt have a "Debt Management Policy" in place at least 30 days prior to issuance. The City is pursuing a refinancing of existing sewer debt to lower interest costs paid by the Sewer Enterprise Fund. The Debt Management Policy has been reviewed by the City’s Bond Counsel and found to be in compliance with the new state law requirements. ALIGNMENT WITH STRATEGIC PLAN: This action is consistent with strategic Plan Goal B: Goal B - Achieve and Maintain Financial Stability. FISCAL IMPACT/FUNDING SOURCE: There is no fiscal impact to the recommended action. Department Head Approval Date: N/A Finance Director Approval Date: 6/15/17 City Attorney Approval Date: 6/21/17 City Manager Approval Date: 6/21/17 Attachments (list in packet assembly order): 1. Resolution 2. Debt Management Policy Mission Statement “We Care for Our Residents by Working Together to Build a Better Community for Today and Tomorrow.” CITY OF ROHNERT PARK CITY COUNCIL AGENDA REPORT RESOLUTION NO. 2017-084 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK ADOPTING A DEBT MANAGEMENT POLICY WHEREAS, the City Council of the City of Rohnert Park desires to comply with Government Code Section 8855(i), effective on January 1, 2017, and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Rohnert Park hereby adopts the attached Debt Management Policy. DULY AND REGULARLY ADOPTED this 27th day of June, 2017. CITY OF ROHNERT PARK __________________________________ Jake Mackenzie, Mayor ATTEST: _____________________________ Caitlin Saldanha, Deputy City Clerk Attachment: Debt Management Policy AHANOTU: _________ BELFORTE: _________CALLINAN: _________ STAFFORD: _________ MACKENZIE: _________ AYES: ( ) NOES: ( ) ABSENT: ( ) ABSTAIN: ( ) CITY OF ROHNERT PARK CITY COUNCIL POLICY SUBJECT/TITLE: POLICY NO: APPROVED BY: APPROVAL DATE: DEBT MANAGEMENT POLICY ☐ RESO NO:_________________ ☐ MINUTE ORDER Page 1 of 5 1. PURPOSE The City of Rohnert Park desires to comply with Government Code Section 8855(i), effective on January 1, 2017. 2. FINDINGS This Debt Policy is intended to comply with Government Code Section 8855(i), effective on January 1, 2017, and shall govern all debt undertaken by the City. This policy is also the Debt Policy of affiliated city entities (successor agencies, financing corporations, joint powers authorities, CFDs). The City hereby recognizes that a fiscally prudent debt policy is required in order to:  Maintain the City's sound financial position.  Ensure the City has the flexibility to respond to changes in future service priorities, revenue levels, and operating expenses.  Protect the City's credit‐worthiness.  Ensure that all debt is structured in order to protect both current and future taxpayers, ratepayers and constituents of the City.  Ensure that the City's debt is consistent with the City's planning goals and objectives and capital improvement program and/or budget, as applicable. The City Council may waive any provisions hereof in connection with individual financing without an amendment hereto, upon a finding that such waiver is in the City’s best interests. CITY OF ROHNERT PARK CITY COUNCIL POLICY SUBJECT/TITLE: POLICY NO: APPROVED BY: APPROVAL DATE: DEBT MANAGEMENT POLICY ☐ RESO NO:_________________ ☐ MINUTE ORDER Page 2 of 5 3. POLICIES A. Purposes for Which Debt May Be Issued (i) Long‐Term Debt. Long‐term debt may be issued to finance or refinance the construction, acquisition, and rehabilitation of capital improvements and facilities, equipment and land to be owned and operated by the City. (a) Long‐Term debt financings are appropriate when the following conditions exist: • When the project to be financed is necessary to provide basic services. • When the project to be financed will provide benefit to constituents over multiple years. • When total debt does not constitute an unreasonable burden to the City and its taxpayers and/or ratepayers, as applicable. • When the debt is used to refinance outstanding debt in order to produce debt service savings or to realize the benefits of a debt restructuring. (b) Long‐term debt financings will not generally be considered appropriate for current operating expenses and routine maintenance expenses. (c) The City may use long‐term debt financings subject to the following conditions: • The project to be financed must be approved by the City Council. • The weighted average maturity of the debt (or the portion of the debt allocated to the project) will not exceed the average useful life of the project to be financed by more than 20%. • The City estimates that sufficient revenues will be available to service the debt through its maturity. • The City determines that the issuance of the debt will comply with the applicable state and federal law. CITY OF ROHNERT PARK CITY COUNCIL POLICY SUBJECT/TITLE: POLICY NO: APPROVED BY: APPROVAL DATE: DEBT MANAGEMENT POLICY ☐ RESO NO:_________________ ☐ MINUTE ORDER Page 3 of 5 (ii) Short‐Term Debt. Short‐term debt may be issued to provide financing for the City's operational cash flows in order to maintain a steady and even cash flow balance. Short‐term debt may also be used to finance short‐lived capital projects; for example, the City may undertake lease‐purchase financing for equipment. (iii) Financings on Behalf of Other Entities. The City may also find it beneficial to issue debt on behalf of other governmental agencies or private third parties in order to further the public purposes of City. In such cases, the City shall take reasonable steps to confirm the financial feasibility of the project to be financed and the financial solvency of any borrower and that the issuance of such debt is consistent with the policies set forth herein. B. Types of Debt The following types of debt are allowable under this Debt Policy: • General obligation bonds (GO Bonds) • Bond or grant anticipation notes (BANs) • Lease revenue bonds, certificates of participation (COPs) and lease‐purchase transactions • Other revenue bonds and COPs • Tax and revenue anticipation notes (TRANs) • Land‐secured financings, such as special tax revenue bonds issued under the Mello‐Roos Community Facilities Act of 1982, as amended, and limited obligation bonds issued under applicable assessment statutes • Tax increment financing to the extent permitted under State law • Conduit financings, such as financings for affordable rental housing and qualified 501(c)(3) organizations • Interfund loans to and from special revenue, enterprise, and internal service funds. The City Council may from time to time find that other forms of debt would be beneficial to further its public purposes and may approve such debt without an amendment of this Debt Policy. CITY OF ROHNERT PARK CITY COUNCIL POLICY SUBJECT/TITLE: POLICY NO: APPROVED BY: APPROVAL DATE: DEBT MANAGEMENT POLICY ☐ RESO NO:_________________ ☐ MINUTE ORDER Page 4 of 5 Debt shall be issued as fixed rate debt unless the City makes a specific determination as to why a variable rate issue would be beneficial to the City in a specific circumstance. Interest rates on interfund loans may be fixed or be tied to an index such as California Local Agency Investment Fund (LAIF) or Sonoma County Investment Pool (SCIP). C. Relationship of Debt to Capital Improvement Program and Budget The City is committed to long‐term capital planning. The City can issue debt for the purposes stated in this Debt Policy and to implement policy decisions incorporated in the City's capital budget and the capital improvement plan. The City shall strive to fund the upkeep and maintenance of its infrastructure and facilities due to normal wear and tear through the expenditure of available operating revenues. The City shall seek to avoid the use of debt to fund infrastructure and facilities improvements that are the result of normal wear and tear. The City shall integrate its debt issuances with the goals of its capital improvement program by timing the issuance of debt to ensure that projects are available when needed in furtherance of the City's public purposes. D. Policy Goals Related to Planning Goals and Objectives The City is committed to long‐term financial planning, maintaining appropriate reserves levels and employing prudent practices in governance, management and budget administration. The City would issue debt for the purposes stated in this Debt Policy and to implement policy decisions incorporated in the City's annual operations budget. It is a policy goal of the City to protect taxpayers, ratepayers (if applicable) and constituents by utilizing conservative financing methods and techniques so as to obtain the highest practical credit ratings (if applicable) and the lowest practical borrowing costs. The City will comply with applicable state and federal law as it pertains to the maximum term of debt and the procedures for levying and imposing any related taxes, assessments, rates and charges. When refinancing debt, it shall be the policy goal of the City to realize, whenever possible, and subject to any overriding non‐financial policy considerations, minimum net present value debt service savings equal to or greater than 3.0% of the refunded principal amount. CITY OF ROHNERT PARK CITY COUNCIL POLICY SUBJECT/TITLE: POLICY NO: APPROVED BY: APPROVAL DATE: DEBT MANAGEMENT POLICY ☐ RESO NO:_________________ ☐ MINUTE ORDER Page 5 of 5 E. Internal Control Procedures When issuing debt, in addition to complying with the terms of this Debt Policy, the City shall comply with any other applicable policies regarding initial bond disclosure, continuing disclosure, post‐issuance compliance, and investment of bond proceeds. Without limiting the foregoing, the City will periodically review the requirements of and will remain in compliance with the following: • Any continuing disclosure undertakings entered into by the City in accordance with SEC Rule 15c2‐12. • Any federal tax compliance requirements, including, without limitation, recordkeeping related to expenditures of tax exempt bond proceeds, arbitrage and rebate compliance. • The City's investment policies as they relate to the use and investment of bond proceeds. Proceeds of debt will be held either (a) by a third‐party trustee or fiscal agent, which will disburse such proceeds to or upon the order of the City upon the submission of one or more written requisitions by the City Treasurer (or his or her written designee), or (b) by the City, to be held and accounted for in a separate fund or account, the expenditure of which will be carefully documented by the City. REVISION HISTORY: JUNE 27, 2017: ORIGINAL ADOPTION OF DEBT MANAGEMENT POLICY ITEM NO. 6D 1 Meeting Date: June 27, 2017 Department: Public Works & Community Services Submitted By: John McArthur, Director of Public Works and Community Services Prepared By: Cindy Bagley, Community Services Manager Agenda Title: Authorize the City Manager to Execute Consultant Services Agreement with PerfectMind, Inc. for Recreation Management Software not to exceed amount of $136,000. RECOMMENDED ACTION: Authorize the City Manager to Execute Consultant Services Agreement with PerfectMind, Inc. for Recreation Management Software not to exceed amount of $136,000. BACKGROUND: Community Services currently utilizes CLASS software for recreation management including, but not limited to, such services as online class registration, sports center memberships, facility rentals, point of sale transactions, and financial report printing. In 2014, the parent company of CLASS, Active Network, LLC, announced that as of December 31, 2017, they would no longer support CLASS. In light of this, over the past few years staff has researched recreation software replacement options with the intent to implement a new software system prior to CLASS becoming unsupported. At the March 28, 2017 City Council Meeting, the City Council appropriated one-time funds from General Fund Assigned Fund Balance for Information Technology to Community Services to fund a new recreation software purchase in FY 2016-17 in the amount of $60,000 which will be used for the purchase, implementation and first-year subscription costs. ANALYSIS: In November of 2014, Community Services Staff began researching other software companies that could accommodate the vast needs of the department. Over the past 2 ½ years staff did extensive research through in-person and online demonstrations from six recreation management software companies. The criteria used to select the best software option included functionality, usability, core applications, customer service, and cost. Staff identified the following areas as requirements for the system to be considered:  Membership component capable of supporting automatic monthly renewal EFT and ability to generate membership ID cards;  Facility management with the ability to generate invoices;  Online and in office program registration; Mission Statement “We Care for Our Residents by Working Together to Build a Better Community for Today and Tomorrow.” CITY OF ROHNERT PARK CITY COUNCIL AGENDA REPORT ITEM NO. 6D 2  Export financial data and integrate with Spring Brook financial database;  Detailed report printing;  Customer data migration from current Class software database;  Mobile (off site) access for staff;  Payments scheduling (example: deposit option for camps);  Email marketing capability and;  Online facility reservation or calendar views. While many of the software companies that were researched are able offer some or most of the necessary capabilities, PerfectMind, Inc., was the only software company that is capable of offering all of them. PerfectMind presents a unique pricing structure from the other cloud-based companies in that they are not module-based. The module-based companies charge per module used. For example, online registration is a module that could only be utilized for a monthly fee. The customer would only pay for modules needed, but would have to pay additional fees to add modules. These companies also charge based on number of users (ie - staff accessing the software). PerfectMind, on the other hand, guarantees that all functions in the software are readily accessible as part of the annual subscription fee and there is no limit to the number of users. If PerfectMind develops a functionality for another agency, than that function would immediately be available to all subscribers at no additional cost. This feature is attractive because the recreation industry is constantly evolving. Several Northern California cities have also chosen to replace CLASS software with PerfectMind, Inc., including the City of Santa Rosa who recently completed a comprehensive Request for Proposal (RFP) process to make their selection. Community Services Staff have utilized neighboring cities on many occasions over the past several years for CLASS support. While the software company offers technical support, there are times that other local professionals working with the software on a daily basis can be truly helpful. Thus, staff believe entering into an agreement with PerfectMind Inc. will provide an additional benefit of a neighboring city using the same system. As per City Ordinance 843, Resolution 2016-51, the recreation software is available for purchase through a Cooperative Purchase Agreement with the City of Santa Rosa as per award of contract with PerfectMind, Inc. Staff is able to secure a more competitive rate for PerfectMind’s services than if the City were to perform its own RFP. PerfectMind’s rates are based on a percentage of gross revenue for the Department. Since the City of Santa Rosa recognizes significantly higher revenue than the City of Rohnert Park, they were able to negotiate a lower rate than Rohnert Park would be eligible for on its own. The City of Rohnert Park’s rate would be approximately 1.73% on its own. If the City were to award a contract through the City of Santa Rosa’s RFP process, Rohnert Park’s rate would be dropped to 1.06%. At approximately $1.8 million in annual revenue, the savings over the course of five years would be approximately $60,000. STRATEGIC PLAN ALIGNMENT: Authorizing this purchase is in alignment with the following Strategic Plan Goals: GOAL C2-5: Select and implement new Recreation Software solution, and GOAL D: Continue to develop a vibrant community. ITEM NO. 6D 3 OPTIONS CONSIDERED: Option 1: Enter into a five-year agreement with PerfectMind, Inc. for the purchase and installation of new recreation management software by piggy-backing on the City of Santa Rosa’s RFP process. Staff recommends this option. Option 2: Continue operating CLASS software unsupported. This option would leave the City open to risk should there be any issues with privacy, reliability and functionality of the system. Staff does not recommend this option. Option 3: Implement and execute an internal RFP process. This option would take significantly longer making it more likely that Community Services would need to continue using CLASS after it is unsupported. Staff does not recommend this option. FISCAL IMPACT/FUNDING SOURCE: Per Resolution 2017-036, City Council appropriated funds for the initial implementation cost for this project from FY 2016-17 General Fund Balance for Information Technology in the amount of $60,000. This pays for the purchase implementation of $38,500 and first year subscription fee of $19,040. The term of the contract would be five years requiring an annual fee of $19,040 in following four Fiscal Years (2018-2022). Community Services currently has $12,000 budgeted in the FY 2017-18 for CLASS software subscription dues. The Department would continue using CLASS software until PerfectMind was ready to “go-live” in December which would require approximately 50% of that budgeted amount. The remaining balance would be utilized to purchase the hardware required to operate PerfectMind’s software, including credit card machines and membership cards/readers. In the future, an additional $7,000 per fiscal year beginning in FY 2018-19 through FY 2021- 2022 will be requested to cover to additional expense between the currently budgeted amount for CLASS and the annual subscription cost for PerfectMind. Department Head Approval Date: June 5, 2017 Finance Director Approval Date: June 9, 2017 City Attorney Approval Date: June 5, 2017 City Manager Approval Date: June 16, 2017 Attachments: Consultant Services Agreement 1 MASTER AGREEMENT FOR CONSULTANT SERVICES This MASTER AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is entered into as of the 27th day of June, 2017 , by and between the City of Rohnert Park (“City”), a California municipal corporation, and PerfectMind Inc., (“Consultant”), a British Columbia Corporation, with reference to the following facts, understandings and intentions. Recitals WHEREAS, City desires to obtain replacement recreation management software; and WHEREAS, Consultant hereby warrants to City that Consultant is skilled and able to provide such services described in Section 3 of this Agreement; and WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the services described in Section 3 of this Agreement, subject to the terms and conditions of this Agreement. WHEREAS, this Agreement constitute a Cooperative Purchase Agreement as defined by the City’s Purchasing Policy because the City is obtaining services from Consultant at a price established by a competitive bidding process performed by the City of Santa Rosa that was in substantial compliance with the City’s Purchasing Policy. Agreement NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows: 1. Incorporation of Recitals. The recitals and all defined terms set forth above are hereby incorporated into this Agreement as if set forth herein in full. 2. Project Coordination. Authorized representatives shall represent City and Consultant in all matters pertaining to this Agreement. A. City. The City Manager or his/her designee shall represent City for all purposes under this Agreement, except where approval for the City is specifically required by the City Council. The Community Services Manager is hereby designated as the project manager (“Project Manager”). The Project Manager shall supervise the progress and execution of this Agreement. B. Consultant. The Consultant shall assign Vahid Shababi to have overall responsibility for the progress and execution of this Agreement for Consultant. 3. Scope and Performance of Services. A. Scope of Services. Consultant shall perform the type of services generally set out in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference. 2 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 set forth in Exhibit A. C. Standard of Quality. City relies upon the professional ability of Consultant as a material inducement to entering into this Agreement. All work performed by Consultant under this Agreement shall be performed 1) with due diligence, using its all commercially reasonable efforts to perform and coordinate all activities in a timely manner; 2) in accordance with all applicable legal requirements; and 3) with the standard of quality ordinarily to be expected of competent professionals in Consultant’s field of expertise. Consultant shall correct, at its own expense, all errors made in the provision of services under this Agreement in accordance with “Service Level” set out in Exhibit A. 4. Compensation and Method of Payment. A. Compensation. The compensation to be paid to Consultant, including both payment for professional services and reimbursable expenses, shall for services provided directly under this Agreement be at the rate and schedules more particularly described in Exhibit B, attached hereto and incorporated by this reference. However, in no event shall the amount City pays to Consultant for services provided directly under this Agreement exceed $136,000. City’s obligation to pay compensation to Consultant as provided herein is contingent upon Consultant’s compliance with the terms and conditions of this Agreement and any amendments thereto. Payment 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. City shall pay Consultant as compensation in full for such services and expenses for the different elements of the scope of work as follows: B. Timing of Payment. (1) Consultant shall submit itemized statements for work performed following the completion and acceptance, if applicable, of each “Milestone & Deliverable” as set out in the “Implementation Fee & First Year SAAS Fee Payment Schedule” table in Exhibit B. All statements shall include adequate documentation demonstrating work performed during the billing period and shall conform to Federal Funding invoicing requirements, if applicable. Except as otherwise provided herein, City shall make payment, in full, within thirty (30) days after execution of the deliverable Acceptance Form as set forth in Exhibit A and receipt of the invoice. (2) Payments due and payable to Consultant for current services must be within the current budget and within an available, unexhausted and unencumbered appropriation of the City. In the event the City has not appropriated sufficient funds for payment of Consultant services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal 3 year; payment for additional work is conditional upon future City appropriation. C. Changes in Compensation. Consultant will not undertake any work that will incur costs in excess of the amount set forth in Section 4(A) of this Agreement without prior written amendment to this Agreement. The parties may mutually agree in writing to amend the Scope of Work within the Agreement. 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 Work 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. 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, 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. City shall pay any sales, value-added, use or similar 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. Term. The term of this Agreement shall commence on the date of its execution by both parties and shall continue in full force and effect until June 30, 2022, unless earlier terminated in accordance with this Agreement. Notwithstanding the foregoing, this Agreement may be extended for successive one-year term(s) upon mutual, written approval by the City Manager or his/her designee and Consultant. 6. 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. 4 7. Ownership of Documents. All right, title and interest, including the copyright and all intellectual property rights, in and to Consultant’s software as a service platform (the “Platform”) and any work performed, created or produced by this Agreement pursuant to this Agreement is and will at all times be fully vested in Consultant or its licensors, as the case may be. Consultant grants to City a non-exclusive, non-transferable, right and limited license, only during the Term, to access and use the Platform only for the purpose of managing and operating City’s parks and recreation facilities, including customer relationship management, facility bookings, membership sales, point of sale transaction processing and scheduling. 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 or discussed or generated using City information in any way through this Agreement without the written permission of City during the term of this Agreement, unless required by law. All proprietary and other information or records received from Consultant by City, will be disclosed upon receipt of a request for disclosure pursuant to the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to City, City shall give notice to Consultant of any request for the disclosure of such information. Consultant shall then have five (5) days from the date it receives such notice to entered into an agreement with the City, satisfactory to the City Attorney, providing for the defense of, and complete indemnification and reimbursement for all costs (including plaintiff’s attorneys’ fees) incurred by City in any legal action to compel the disclosure of such information under the California Public Records Act. Consultant shall have sole responsibility for defense of the actual “trade secret” designation of such information. 7.A. As between Consultant and City, all right, title and interest (including intellectual property rights) in and to all data, including any content, uploaded to or stored on the Platform by or on behalf of the City (“City Data”) will at all times be fully vested in City, except that, by posting, uploading, inputting, providing, submitting, entering or otherwise transmitting City Data to or using the Platform, City agrees as follows: (a) City will have thereby granted Consultant a royalty-free, non-exclusive, worldwide, fully paid-up limited license to store, copy, distribute, transmit and display and, at the express request of City, edit, delete or translate City Data only to the extent reasonably required by Consultant in connection with the functionality of the Platform and the performance of this Agreement as well as to ensure adherence to or enforce the terms of this Agreement; (b) City, and not Consultant, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property rights of all City Data, and Consultant will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any City Data due to any act or omission of City, including account-holders and other individuals who gain access to Platform through Accounts issued to account-holders; and (c) City will have thereby confirmed, represented and warranted to Consultant that CITY has all rights, titles and interests (including all intellectual property rights as well as the power and authority necessary), to grant the license to such City Data set above in subsection (a), above. 5 8. 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. City acknowledges that for the purposes of this Agreement, Consultant will be working with a consulting firm for data migration, that that all costs and fees for such services are included in this Agreement. 9. 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 at all times to avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the City in the performance of the Agreement. (1) Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant: (2) 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 (3) 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).) 10. 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 obligations directly or indirectly incurred under the terms of this Agreement. 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 or acceptance or otherwise, except to the extent that such loss or damages is caused by City or its employees or agents. 11. Indemnity. A. Indemnification. To the fullest extent permitted by law, Consultant shall, at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City) and hold harmless City and any and all of its officers, officials, employees, agents and volunteers (“Indemnified Parties”) from and against any and all liability (including liability for claims, demands, damages, obligations, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, 6 including attorneys fees and costs, court costs, interest, defense costs and expert witness fees) of any nature (“Liability”), whether actual, alleged or threatened, which arise out of, pertain to, or relate to the negligent performance or failure to comply with this Agreement, regardless of any fault or alleged fault of the Indemnified Parties. For design professionals (as that term is defined by statute) acting within the scope of their professional capacity, to the fullest extent permitted by law, Consultant shall, at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City) and hold harmless any Indemnified Parties from and against any and all Liability, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, or as may be provided by statute in Civil Code § 2782.8, as may be amended from time to time. The only exception to Consultant’s responsibility to indemnify, protect, defend, and hold harmless the Indemnified Parties from Liability is due to the active negligence or willful misconduct of City or its elective or appointive boards, officers, agents and employees. B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and hold harmless as set forth in this Section 11 shall include the duty to defend (by counsel reasonably satisfactory to the City) 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. Consultant waives any and all rights to express or implied indemnity against the Indemnified Parties concerning any Liability of the Consultant arising out of or in connection with the negligent performance of this Agreement or Consultant’s failure to comply with any of the terms of this Agreement. Consultant’s duty to indemnify, protect, defend and hold harmless as set forth in this Section 11 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 thirty (30) calendar days to any tender by the City, unless the time for responding has been extended by an authorized representative of the City in writing. If the Consultant fails to timely accept such tender, in addition to any other remedies authorized by law, as much of the money due or that may become due to the Consultant under this Agreement as shall reasonably be considered necessary by the City may be retained by the City until disposition has been made of the matter subject to tender, or until the Consultant accepts the tender, whichever occurs first. Consultant agrees to fully reimburse all costs, including but not limited to attorney’s fees and costs and fees of litigation incurred by the City in responding to matters prior to Consultant’s acceptance of the tender. 11.A. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER AND HOWEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, INCLUDING (WITHOUT 7 LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF BUSINESS, LOSS OF MANAGEMENT OR OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF THE PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF OR COULD HAVE FORESEEN SUCH CLAIMS. THE ENTIRE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR DIRECT DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH, INDEMNITY OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO ONE HUNDRED THOUSAND DOLLARS ($100,000). 12. 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 shall have responsibility for and control over the details and means of providing its services under this Agreement. Consultant shall furnish, at its own expense, all labor, materials, equipment, tools, transportation and services necessary for the successful completion of the services under this Agreement. 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. Consultant, its officers, employees and agents shall not have any power to bind or commit the City to any decision. 13. 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. City is not responsible or liable for Consultant’s failure to comply with any or all of the requirements contained in this paragraph or in this Agreement. 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 worker’s compensation insurance in accordance with all the statutory requirements of the Province of British Columbia, Canada, relating to worker’s compensation insurance. Consultant represents and warrants that its employees who will perform services under this Agreement will have coverage under Consultant’s worker’s compensation insurance while working in California, and Consultant covenants that it will continue to meet all the statutory requirements for maintaining such coverage. C. Prevailing Wage. Consultant and Consultant’s subconsultants (if any) shall, to the extent required by the California Labor Code, pay not less than the latest prevailing wage rates to workers and professionals as determined by the Director of Industrial Relations of the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of the applicable wage determination are on file at the City’s office of the City Clerk. 8 D. Business Licenses. Except as otherwise allowed by City in its sole discretion, Consultant and all subconsultants shall have acquired, at Consultant’s expense, a business license from the 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) shall be kept valid throughout the term of this Agreement. City may withhold compensation from Consultant until such time as Consultant complies with this section. 14. Confidential Information. All data, documents, discussions or other information received or developed incorporating the information received by or for Consultant in performance of this Agreement are confidential and not to be disclosed to any person except as authorized by City, or as required by law. 15. Assignment; Subcontractors; Employees. A. Assignment. 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, which shall not be unreasonably withheld. Any assignment without such approval shall be void and, at the City’s option, shall immediately cause this Agreement to terminate. Notwithstanding the foregoing, the City acknowledges that the Consultant may assign this Agreement to a successor by merger or acquisition, on written notice to City B. Subcontractors; Employees. Consultant shall be responsible for employing or engaging all persons necessary to perform the services of Consultant hereunder. No subcontractor of Consultant shall be recognized by the City as such; rather, all 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. 16. Insurance. Without limiting Consultant’s indemnification provided herein, Consultant shall, at its own expense, procure and maintain insurance that complies with the requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated by reference. Consultant shall upon thirty (30) days’ notice comply with any changes in the amounts and terms of insurance as may be required from time-to-time by City’s risk manager. 17. Termination of Agreement; Default. A. If Consultant materially fails to perform any of its obligations under this Agreement within the time and in the manner herein provided or otherwise materially violates 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, if Consultant fails to remedy such failure or violation within fifteen (15)days after receipt of written notice of same from City. 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 9 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, acting reasonably, deduct from such amount the amount of damages, if any, sustained by City by virtue of the breach of the Agreement by consultant. B. If City is in breach of its payment obligations under this Agreement and such breach is not remedied by City within thirty (30) days after City receives written notice of the breach from Consultant, then Consultant may immediately upon written notice to City terminate this Agreement and provision of all services hereunder, such termination being without prejudice to any rights or remedies that Consultant has at law or in equity. C. During the term of this Agreement, City may, from time to time, access and retrieve all relevant City Date. Upon request by City made within 60 days after the effective date of termination or expiration of this Agreement, Consultant will make available to City for download a file of the relevant City Data in a commercially-reasonable standard (such as comma separated value (.csv) or extendible markup language (.xml)) format along with attachments in their native format as stored on the Platform. After such 60-day period, Consultant will have no obligation to maintain or provide any City Data and will thereafter, unless legally prohibited, delete all City Data stored on the Platform or otherwise in Consultant’s possession or under its control. 18. Merger; Amendment. This Agreement constitutes the complete and exclusive statement of the agreement between 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. All provisions of this Agreement are expressly made conditions. 19. 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 party was solely or primarily responsible for drafting the language to be interpreted. 20. 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. 21. Time of the Essence. Time is of the essence of this Agreement. Upon receipt of a written notice from City to proceed, Consultant shall immediately commence work to perform the services required by this Agreement. 22. 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. 10 If to City: City Clerk City of Rohnert Park - City Hall 130 Avram Avenue Rohnert Park, CA 94928 Phone: (707) 588- 2227 Fax: (707) 794-9248 Email: admin@rpcity.org If to Consultant: Farid Dordar – CEO PerfectMind, Inc. 4333 Still Creek Drive, 2nd Floor Burnaby, BC Canada V5C 6S6 23. Consultant’s Books and Records. A. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to 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 shall be made available for inspection or audit, at any time during regular business hours, upon no less than 14 days’ written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such documents shall be provided to 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. Any audit or inspection of such records shall be conducted in a manner to causes minimal disruption to Consultant’s business. 24. 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. 25. 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, religion, age, sex, creed, color, sexual orientation, marital status or national origin. Consultant will take affirmative action to ensure that applicants are treated during such employment without regard to race, religion, age, sex, creed, color, sexual orientation, 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 11 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. 26. Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the right to provide, and to retain other consultants to provide, services that are the same or similar to the services described in this Agreement. 27. City Not Obligated to Third Parties. The City shall not be obligated or liable for payment hereunder to any party other than Consultant. 28. Remedies/Waiver. No failure on the part of either party to exercise any term, covenant, condition, right or remedy hereunder shall operate as a waiver of any other term, covenant, condition, right or remedy that such party may have hereunder. All remedies permitted or available under this Agreement, or at law or in equity, are cumulative and alternative. As a condition precedent to commencing legal action involving a claim or dispute against the City arising from this Agreement, the Consultant must present a written claim to City in accordance with the Rohnert Park Municipal Code. 29. 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. 30. Exhibits. In the event of a conflict between the terms and provisions of paragraphs 1 through 37 of this Agreement and the terms and provisions of the exhibits attached hereto, the terms and provisions of paragraphs 1 through 37 of this Agreement will prevail. The following exhibits are attached to this Agreement and incorporated herein by this reference: A. Exhibit A: Scope of Work and Schedule of Performance B. Exhibit B: Compensation C. Exhibit C: Insurance Requirements D. Exhibit D: Technical Matrix 31. 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. 32. News Releases/Interviews. All Consultant and subconsultant news releases, media interviews, testimony at hearings and public comment shall be prohibited unless expressly authorized by City. Consultant may use City’s name, with an accurate reference to City’s use of 12 the Platform, in Consultant’s marketing materials or on Consultant’s website, with a link to City’s website, provided that Consultant shall not imply that City endorses the Platform or Consultant without prior written consent of City. 33. 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 a trial of such action shall be held exclusively in a state court in the County of Sonoma, California. 34. 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. 35. 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. 36. Force Majeure. Neither party shall be liable to the other party for damages for any delay or failure of delivery arising out of an event of Force Majeure, “Force Majeure” means circumstances beyond a party’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, or Internet service provider failures or delays, or hosting service provider failures or delays. IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first above written. CITY OF ROHNERT PARK CONSULTANT By: By: City Manager Title: Date: Date: 13 City Council at its meeting of June 27, 2017 CONSULTANT By: Title: Date: APPROVED AS TO FORM: By: City Attorney ATTEST: By: City Clerk EXHIBIT A Scope of Work and Schedule of Performance PLATFORM Perfectmind is a profile-based platform as a service (PaaS) platform that can accommodate users (full time, part-time, front end, and back end) that are able to log in simultaneously. The City's licensing will include an unlimited number of users to fully utilize the system. Based on information provided by the City of Rohnert Park, a description of the proposed services is subject to change but include the following: discovery, requirement gathering, design, configuration, data verification, testing, implementation, training, and deployment. Perfectmind's Platform will include the following features and functionalities: • Built-In Reporting Engine to help the customer create reports and utilize standard reports. • Integrated Workflow Engine to generate workflows to streamline processes and communications • Business App Store to further expand the uses of the system. • Open API that enables adaptable integration with external apps, interconnectivity and collaboration across platforms • Data Security, Auditing and Permissions to control app-level access, user auditing, user time limits, specific IP access, as well as group- and role-based data permissions. • Multi-Site Management & Reporting allowing the City to manage multiple sites from one account. • 24 x 7 Customer Service operation support using live agents/chat/email. Recreation Management Features: • Facility Booking and Scheduling Perfectmind facility booking has conflict and contract management tools, recurring bookings, equipment and rental inventory, capacity management and more. Staff and members can schedule events online or on-site. Perfectmind allows you manage facility dependencies, availability, and multiple rates. Customers can book using desktop, tablet or mobile devices on all popular web browsers. • Membership Management This allows you to manage families, multiple memberships, and related contacts. • Document Management Staff can create, save, print, upload and manage document s for the organization in the cloud. With the ability to sign waivers, contracts, and other documents electronically with a digital signature and store them safely in the cloud [2] 1257802v1A 80078/0012 • Staff Management Staff can view all staff schedules in one master calendar. PerfectMind provides staff with the ability to make their own schedule and to adjust availability for vacations and time off. Manage staff wages, commissions, hours, availability and much more. Restrict access permissions for users and groups to improve security. • Activity Registration Online or on-site registration for all types of bookings including courses, private lessons, drop-in and flexible registrations to accommodate the City's needs. Intelligent conflict management gives staff the flexibility to readily make changes to events. • POS and Inventory Management Ability to sell products, service or event online or on-site using cutting-edge features within inventory and sales management. Ability to track purchase orders and inventory. • Attendance Tracking and Check-in Allows customers to scan or check themselves in at the front desk using a kiosk, or manually check-in with a staff member. Guest check-ins allow for quick processing to non-members or during busy periods. • Calendar Flexible, multi-functional calendar with drag-and-drop functionality to make changes and updates to events, activities and facility booking. Ability to also view multiple facilities, locations and courses. • Marketing A built-in, fully-functional email solution replaces the need for any additional email applications so the City can streamline marketing for programs, campaigns, and personalized operation emails. Staff also have access to simple and customizable landing pages and lead-capture forms. • Task Management Ability to schedule automated and recurring tasks with alerts to stay up-to-date, organized and focused. Staff can set reminders based on predefined or custom triggers. • Reports Perfectmind's built-in reporting engine enables staff to create, customize and run reports. Create and schedule custom financial, attendance, utilization, and marketing reports all from the same interface. View real-time analytics and historical data in tabular or graphical format. All reports can be exported for use in a third-party application. • Account management To keep track of clients and contacts including organizations and families. [3] 1257802v1A 80078/0012 Custom developed features: As part of configuration for The City of Rohnert Park, and included in the price quoted, Perfectmind will develop three automated exports from their system and interface them with our SunGard Financial Solution. These exports are: • General Ledger Financial Export Set to run automatically, nightly, exporting all financial postings to City's financial system • Instructor Payroll Export Set to run weekly, capturing all payment information for checks to be processed - ready to be exported by the City to its financial system (no automatic export) • Check Refund Export Set to run weekly, capturing all of the refund recipient's information checks to be processed - - ready to be exported by the City to its fi nancial-l system (no automatic expo rt) In addition to all of the features and functionalities listed above, the configured system ready for go-live will have all of the functionalities that were listed as available in Perfectmind's response to the Request for Proposals issued by the City of Santa Rosa, which are detailed in the Technical Matrix attached hereto as Exhibit D and incorporated herein. SCOPE OF WORK Scope/Project Management and Planning Perfectmind will be responsible for planning and managing the project, using best practices generally recognized as good project management met hodology, and designating a Project Manager for the project, who will be responsible for: • Adherence to the project scope an d schedule • Management of work activities including system design and installation, system configuration, data conversion, testing and quality assurance, administrator and end-user training, and go-live support • Coordination of resources, work sessions, and training • Communications • Managing project issues and issue t racking • Status reports • Available for calls to provide updates • Working with the designated City of Rohnert Park project manager • Deliverable acceptance and sign-off The frequency and other details of status report s will be agreed upon during the discovery phase. In addition to the Project Manager, Perfectmind will assign appropriate staff to complete [4] 1257802v1A 80078/0012 the deliverables and timeline described in this Statement of Work, including at minimum: system installation, software configuration, data conversion, testing, administration and end- user training and go-live support. Timeline The City of Rohnert Park is planning to implement the solution with the following estimated timeline. Perfectmind is expected to recommend an overall implementation plan and timeline based on t heir experience with implementation: June 2017 Contract Signature March 2017 Kickoff Meeting TBD Project Initiation TBD Software Configuration and Reports TBD User Acceptance Testing TBD Data Conversion TBD Training and Documentation Dec 2017 Go-live Technical Requirements Perfectmind will provide a Saas solution, the only requirement for operating and using the proposed solution will be broadband internet connection and access to the internet via a web browser with all standard browsers being supported (recommended browsers will be communicated to City of Rohnert Park during the implementation phase). Customer Testing Perfectmind will develop a test plan for City of Rohnert Park that covers system and functional, testing. After all of the components of the system have been completed, City of Rohnert Park will conduct system and functional testing. City of Rohnert Park will report any defects to Perfectmind immediately for correction. If any defects are found, Perfectmind will provide a plan to achieve acceptance or to make corrections or replacements. Training Perfectmind will provide full training to system administrators and trainers (number of system administrator and t rainers to be determined at the discretion of Customer). Perfectmind will develop a training plan for Customer to fully prepare the system administrators to support the system. The training plan will include: 1. In-depth understanding of the system functionalities, including: • Security Settings • Workflow Development • Report Development • Software Configuration 2. A review of best practices in the configuration and use of the system. 3. Training sessions on different modules of the system, including: [5] 1257802v1A 80078/0012 • Contact/Account Management • Store/Point of Sale Training • Membership Management • Attendance Tracking • Billing Management • Activity/Program Registration • Facility Rental • Appointments and Private Lesson scheduling • Marketing • Staff Management • Accounting • Document Template creation and configuration Troubleshooting Perfectmind will provide technical assistance to Customer's IT staff on the operation of the system. Perfectmind will investigate and troubleshoot any technical issues with the system that Customer's IT staff report to Perfectmind. Post-live Support Perfectmind will provide full application support during the week of go- live. Perfectmind's project team will be available to provide go-live and post go-live support. The resource(s) will be accessible by phone and email to the system administrators. Future Services The ability to provide the services/products in this section may be required in the future. Customer may request to add similar services or products in the future, including but not limited to: • New features or; • Features that were identified as Custom • Additional Reports and such similar services and products will be provided by Perfectmind upon Perfectmind and Customer negotiating and entering into Statements of Work providing for same. Terms of Use PerfectMind shall issue accounts, or permit City to issue accounts, to individuals selected by City as account-holders for using the Platform. Only account-holders may access or use the Platform and each account-holder's access to the Platform requires valid login credentials, including at least user identification and secure passwords (each an "Account"). The rights of [6] 1257802v1A 80078/0012 an account-holder may not be used by more than one individual, unless the Account of the account-holder is reassigned in its entirety to another account-holder, in which case the prior holder of the Account shall no longer have any right to access or use the Platform. City acknowledges and agrees that City: (i) is fully responsible for Accounts assigned by or at the request of City and the acts and omissions of each account-holder, including the creation of Account credentials by any person, the maintenance, confidentiality and security of all passwords related to Accounts, and any and all activities that occur under Accounts assigned by or at request of City. (ii) shall notify PerfectMind as soon as practicable after obtaining or receiving any knowledge of (A) any unauthorized use of an Account or any password related to an Account, or (B) any other breach of security with respect to an Account , provided that such notification will not negate City's liability for any unauthorized use of an Account or password until such time as PerfectMind can be reasonably expected to take corrective measures; and (iii) will provide true, current , accurate and complete information as prompted by the Account- creation process or as otherwise requested by PerfectMind from time to time and to promptly update such information when any changes occur. City shall (i) be responsible for Account -holders' compliance with all of the terms and conditions of this Agreement; (ii) be solely responsible for the accuracy, quality, integrity and legality of any data and content the City stores on or uploads to the Platform (together "City Data"), and of the means by which City Data is acquired and used, including compliance with all personal information privacy laws and regulations and ensuring that no third party intellectual property rights are infringed; (c) use all commercially reasonable efforts to prevent unauthorized access to or use of the Platform , and notify PerfectMind promptly of any such unauthorized access or use; and (d) use the Platform only for the purpose of operating City's parks and recreation facilities, in accordance with the documentation for the Plat form . City shall not: (i) make the Platform available to anyone, or permit anyone to access the Platform, other than account-holders; (ii) license , sublicense, sell, resell, transfer , assign, distribute, rent, lease or time-share the rights granted to City under this Agreement to use the Plat form , or copy or otherwise commercially exploit the Platform or its components in any way except in accordance with the rights granted hereunder; (iii) use the Platform in any manner or for any purpose (A) that contravenes, facilitates the violation of, or violates any applicable laws; (B) that extracts, gathers, collects, or stores personal information about individuals except in compliance with all applicable personal information privacy laws or that involves data mining, robots or similar data gathering or extraction methods on individual's personal information without their express consent, or (C) that interferes with or disrupts the integrity or performance of the Platform; (iv) attempt to gain unauthorized access to the Platform or its related systems or networks; (v) post, upload, reproduce, distribute or otherwise transmit on the Platform (A) defamatory, infringing, indecent or unlawful software, materials or information, or (B) inappropriate, profane, or obscene software, mat erials or information without suitable or [7] 1257802v1A 80078/0012 lawfully-required access controls; (vi) disable or circumvent any access control or related processor procedure established with respect to the Platform; or (vii) remove any copyright or other proprietary y or intellectual property rights not ices or labels on or in the Platform or any part, copy or report generated there from or thereof; (vii) use Perfectmind for video file storage or backup of any sort. City acknowledges and agrees that PerfectMind may from time to time establish general practices and limit s concerning the use of the Platform, including: the maxim um size of City Data that may be stored on Platform (the "Storage Limit "); the maximum number or of emails and amount, speed and type of the City data and content, that may be sent from or received using the Platform (the "Usage Limit "). Such general practices and limit s m ay be posted on PerfectMind's website or otherwise made available through the Platform. The City agrees that City's usage may not exceed such limits, and that it is City's responsibility to monitor its usage of the Platform. PerfectMind covenants that the Storage Limit and the Usage Limit set for City will not be less than the following: • Storage: 80GB ($160 per month for every additional 80GB blocks of storage) • Accountholders: Unlimited • Email: 50,000 emails per month ($200 per month for additional 50,000 emails) Deliverables and Service Acceptance Customer designee will formalize the acceptance of the service via written acceptance of the following acceptance forms: [8] 1257802v1A 80078/0012 Acceptance Form A- Project Kickoff (Milestone 1) Purpose The purpose of the Project Kickoff Acceptance Form is to confirm that the project kickoff has occurred and the following deliverables are completed. Deliverables  Contract signature and execution  Planning of the project kickoff/discovery session  Resourcing and scheduling for the discovery phase  Preliminary review of the requirements by the project team prior to the first meeting  Creation of live production environment, which includes at a minimum:  Setup of Customer’s production environment on the cloud  System setups including backups and retentions  Database security setup  Setup of the monitoring tools and systems on Customer’s database  Basic configuration of the database with Parks and Rec Modules The work was completed on __________________ and accepted by Customer. Accepted by: (City of _______): __________________________________ Date: ___________________ Title: __________________________________________ (PerfectMIND):____________________________________ Date: ___________________ Title: __________________________________________ [9] 1257802v1A 80078/0012 Acceptance Form B - Project Initiation (Milestone 2) Purpose The purpose of the Project Initiation Acceptance Form is to confirm that the project initiation is complete. Deliverables  Discovery phase, which will inform the detailed work breakdown structure and includes:  Existing database system discovery  Business process review and gap analysis  Activity registration overview  Facility configuration overview  Membership management overview  Store and point of sale overview  Marketing overview  Accounting configuration The Discovery phase may involve multiple meetings and communications to clarify and assist PerfectMIND in understanding the above areas further.  Project work breakdown structure includes:  Tasks and durations  Scheduling  Resourcing and assignments  Dependencies  Initiation of tasks listed under “Scope/Project Management and Planning” above, which includes:  Communications requirement  Project reporting requirements including the frequency and details of the status reports  Issue list/tracker requirements The work was completed on __________________ and accepted by Customer. Accepted by: (City of ________): __________________________________ Date: ___________________ Title: __________________________________________ (PerfectMIND):____________________________________ Date: ___________________ Title: __________________________________________ [10] 1257802v1A 80078/0012 Acceptance Form C – Software Configuration and Reports (Milestone 3) Purpose The purpose of the Software Configuration and Reports Acceptance Form is to confirm that the software and reports configuration is complete. Deliverables  Application configuration and setup  Security and roles configuration  Setup workflows and business rules  Configuration and creations of the reports The work was completed on __________________ and accepted by Customer. Accepted by: (City of ________): __________________________________ Date: ___________________ Title: __________________________________________ (PerfectMIND):____________________________________ Date: ___________________ Title: __________________________________________ [11] 1257802v1A 80078/0012 Acceptance Form D – Data Conversion (Milestone 4) Purpose The purpose of the Data Conversion Acceptance Form is to confirm that the data converted is complete and Accepted by Customer. Deliverables The data conversion is completed and Accepted by Customer. Acceptance Criteria: PerfectMIND has provided a detailed Data Conversion Plan that, at a minimum includes:  Description of PerfectMIND’s data conversion methodology and tools  Identification of data sources  Method of supplying data  Conversion schedule, including on-site and webinar reviews and planned iterations test conversions  Roles and responsibilities, resources required  Testing process  Issue reporting process  Documentation to be used for field mapping from legacy data sources to the system’s database  Documentation to be used for data transformations from legacy data code tables to system’s database code tables  Options for treatment of exceptions  Final data conversion timetable that includes the minimum number of data conversion iterations The work was completed on __________________ and accepted by Customer. Accepted by: (City of _________): __________________________________ Date: ___________________ Title: __________________________________________ (PerfectMIND):____________________________________ Date: ___________________ Title: __________________________________________ [12] 1257802v1A 80078/0012 Acceptance Form E – User Acceptance Testing (Milestone 5) Purpose The purpose of the User Acceptance Testing Form is to confirm that the system testing is complete and the system is functional. Deliverables The test plan including test scripts, schedule, roles and responsibilities, and definitions of passed/failed test is provided to Customer and Customer is coached through the testing phase. Customer will conduct a complete test on the system to ensure the following is tested and passed:  System functions  Work flows and business rules  Reports The work was completed on __________________ and accepted by Customer. Accepted by: (City of __________): __________________________________ Date: ___________________ Title: __________________________________________ (PerfectMIND):____________________________________ Date: ___________________ Title: __________________________________________ [13] 1257802v1A 80078/0012 Acceptance Form F - Training (Milestone 6) Purpose The purpose of the Training Acceptance Form is to confirm that the training is complete. Deliverables The training plan is complete and specifies the training schedule and curriculum for the recipients of system administrator training and end-user training. Customer will confirm the following:  System administrators have been trained on all aspects of system configuration, individual and role-based security profiles, enterprise silo security settings and configurations, document template creation, and report queries and changes.  System administrators are able to complete new configuration items with minimal assistance from PerfectMIND.  End users have been trained on all aspects of the system and can complete tasks within the system.  Training materials and online learning center access have been delivered. The work was completed on __________________ and accepted by Customer. Accepted by: (City of __________): __________________________________ Date: ___________________ Title: __________________________________________ (PerfectMIND):____________________________________ Date: ___________________ Title: __________________________________________ [14] 1257802v1A 80078/0012 Acceptance Form G - Go-Live (Milestone 7) Purpose The purpose of the Final Acceptance Form is to confirm that the system is operational. Deliverables The final data conversion has been completed and the system is pushed to the Production environment. The work was completed on __________________ and accepted by Customer. Accepted by: (City of __________): __________________________________ Date: ___________________ Title: __________________________________________ (PerfectMIND):____________________________________ Date: ___________________ Title: __________________________________________ [15] 1257802v1A 80078/0012 Service Level PLATFORM UPTIME The Platform will achieve a system uptime performance level of 99.9% during the Operation Hours on an annual basis inclusive of any downtime caused by the underlying telecommunication services provider. In this Exhibit, “Operation Hours" means 6 am to midnight Pacific Time, seven days a week. Perfectmind will only be responsible for its Platform uptime performance levels and will not be responsible for any failure due to a failure of Customer's system(s) or a Force Majeure event as described in this Agreement, and such failures shall not be counted against Perfectmind's required system uptime performance levels. Perfectmind may, upon not less than seven (7) days' prior written notice to Customer, which may be email notification, cause the Platform to be unavailable for a period of time not to exceed 12 consecutive hours ("Planned Maintenance"). Planned Maintenance will be performed during the Maintenance Window, and not more than once per week, unless any such Planned Maintenance is a result of urgent events outside of Perfectmind's direct control in which case Perfectmind will provide as much notice as is practicable. Planned Maintenance will apply against Perfectmind's required uptime performance level unless (i) it is conducted during the Maintenance Window; or (ii) it is as result of remedial work necessary to address a material defect with third party software such as Microsoft® operating system or SQL server. “Maintenance Window" means between 12:01am and 6:00 am Pacific Time on any day. TECHNICAL SUPPORT Following the reporting of a problem by Customer's technical support personnel either via phone call or email Perfectmind' s technical support, Perfectmind will respond to the problem in accordance with the incident level and provide a fix to the problem all in accordance with the table set forth below: [16] 1257802v1A 80078/0012 24x7x365 Technical Support Description Response time Resolution Time Customer report an incident via phone, email, or chat A live agent will immediately discuss the issue with Customer 85% of the incidents are currently addressed on the first call The initial call requires escalation to Level II The initial call will be transferred to a Sr. live agent to further discuss the incident with the customer 95% of the escalated calls to level II are addressed within the first call The escalated call to Level II requires Level II agent create a Resolution time will escalation to the Development team case for the development follow the SLA table team to further below investigate the incident Service Level Agreement Incident Level Description Resolution Time Critical This incident level is attained when the following conditions are met: - Complete inability to use the Platform; or - A reoccurring temporary inability to use the Platform Within the same business day High This incident level is attained when the following conditions are met: - A significant degradation of the significant features or functions available or the Platform - Recent modifications to the Platform cause some significant features or funct ions to operate inconsistently Within 24 hours Low This incident level is attained when the following conditions are met: - A minor degradation of some significant features or functions; or a degradation of some secondary features or function occurs These issues will be reviewed and prioritized according to the severity of the issue. An accurate estimate will be provided to the customer within a week after the incident is reported [17] 1257802v1A 80078/0012 EXHIBIT B Compensation Platform Fees The fees for the Platform use will be as follows: Implementation Fee: $38,500 Implementation fee is comprised of Project Management, Discover y/ Process Review, Configuration, Training, Partial Data Migration and Go-Live Fees. Implementation fee to be paid one time in installments in accordance with the "Fee Payment Schedule" table below. Implementation Fee & First Year SAAS Fee Payment Schedule Target Dates Milestones & Deliverable Amount Payment Date June 2017 Upon signing of the agreement • Contract Signature and Execution $19,040 Upon signing of the Agreement June 2017 Project Kick off (Milestone 1) • Planning of the project kick off/discovery session • Resourcing and Scheduling for the discovery phase • Preliminary review of the requirements by the project team prior to the first meeting • Creation of the live production environment $7,000 TBD Project Initiation (Milestone 2) • Discovery phase • Project work breakdown structure • Initiation of tasks listed under "Scope/Project Management and Planning" $8,000 [18] 1257802v1A 80078/0012 TBD Software Configuration and Reports Creation (Milestone 3) • Application configuration and setup • Security and roles configuration • Setup workflow s and business rules $10,000 • Configuration and creations of the reports • General Ledger, Check Refund, and Instructor Payment Export configuration and integration TBD User Acceptance Testing (Milestone 4) • Work flows and business rules Reports • Systems Functions $5,000 TBD Data Conversion Acceptance Testing (Milestone 5) • Partial Data Conversion [19] 1257802v1A 80078/0012 TBD Training (Milestone 6)  System administrators have been trained on all aspects of system configuration, individual and  role-based security profiles, enterprise silo security settings and configurations, document template creation, and report queries and changes.  System administrators are able to complete  new configuration items with minimal assistance from PerfectMIND.  End users have been trained on all aspects of the system and can complete tasks within the system.  Training materials and online learning center access have been delivered $4,500 Dec 2017 Go-live (Milestone 7) The system is pushed to the Production environment and customers can register for programs and reserve facilities online. $4,000 Total $57,540 *Dates are subject to change based on "Project Initiation" Phase. PerfectMIND will invoice City of Rohnert Park for the Professional Services in accordance with the above table and City of Rohnert Park will pay each invoice within sixty (60) days after the delivery of the invoice. Annual Software as a Solution (SAAS) Fee: $19,040 Timeline for payments: Year One (from April 1, 2017 to March 31, 2018): Included in the Payment Schedule Year Two (from April 1, 2018 March 31, 2019): $19,040 Year Three (from April 1, 2019 to March 31, 2020): $19,040 Year Four (from April 1, 2020 March 31, 2021): $19,040 Year Three (from April 1, 2021 to March 31, 2022): $19,040 [20] 1257802v1A 80078/0012 PerfectMIND will invoice City of Rohnert Park for annual SAAS fees at the beginning of each 12 month period, and City of Rohnert Park will pay each invoice within sixty (60) days after the delivery of the invoice; The City of Rohnert Park retains the right to extend the contract and service agreement for an additional five years if desired. Annual SAAS Fee will not increase more than 20% for the next five years. Travel Fees City shall pay to Consultant a flat rate of $550 per day for each employee or subcontractor of Consultant who provides on-site services to City, to cover accommodation, meal, local transportation, professional services and other out-of-pocket expenses, except travel (airfare) expenses. City shall reimburse Consultant for all reasonable travel (airfare) expenses incurred by Consultant to send its employees and subcontractors to City's site. All such travel (airfare) expenses for which Consultant seeks reimbursement shall be supported by documentation in a form reasonably acceptable to the City. Rate for Professional Services Optional Unit Description Data Migration $150/hr Upon termination of this Agreement, PerfectMind shall supply to Customer a basic export of the complete data in a format suitable for importing. Anything beyond will be charged at this rate. Professional Services $150/hr Services outside the agreed to Statement of Work that requires additional resourcing to accommodate Customer's requests (other than development/programming). Integration to third party software $250/hr Processing Integration with the Customer's preferred payment processor. Training $150/hr Any future additional training requested outside the Statement of Work. Development $250/hr Services outside the agreed to Statement of Work that requires additional development (programming). [21] 1257802v1A 80078/0012 The above fees do not include any t ravel, living or any other out-of-pocket expenses incurred by PerfectMIND in providing Profession al Services. Customer will reimburse PerfectMIND for all reasonable travel, living and other out-of-pocket expenses incurred by PerfectMIND's employees and permitted subcontractors in providing the Professional Services. All such expenses for which PerfectMIND seeks reimbursement will be supported by documentation in a for Exhibit C EXHIBIT C 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 $1,000,000 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 $1,000,000 (One 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. 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 of A- 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. Exhibit C 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. 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, noncontributing 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 who 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 performance 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 Exhibit C 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 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. Exhibit C 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. 1257802v1A 80078/0012 CERTIFICATE OF CONSULTANT I HEREBY CERTIFY that I am the __________________________________, and a duly authorized representative of the firm of _____________________________________, whose address is ______________________________________________________, 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 firm, 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 ITEM NO. 7 1 Meeting Date: June 27, 2017 Department: Administration Submitted By: Don Schwartz, Assistant City Manager Prepared By: Don Schwartz, Assistant City Manager Agenda Title: Contract with The Design Guild for Retail Business Attraction Services RECOMMENDED ACTION: Approve Resolution for Contract with The Design Guild for Retail Business Attraction Services. BACKGROUND: In March, 2014 the City Council adopted an economic development framework that included business attraction as a major component, including marketing the City and promising sites. Also, the City Council approved an Action Plan for 2017 which identified retail business attraction as a priority for the City’s economic development efforts. Adding retail businesses benefits City residents by providing more choices for restaurants, shopping, and entertainment. It also adds tax revenue, particularly sales taxes, to the City’s tax base. Because of limited staff time and expertise, staff have solicited proposals from firms experienced in retail attraction to assist. Our latest efforts included releasing a Request for Proposals on March 31 to qualified firms. After evaluating numerous proposal, with input from two local developers active in retail recruitment, staff are recommending approval of a contract with The Design Guild. Retail attraction is a challenge for cities, and there is no single approach to doing it properly. Also, the retail industry is changing with on-going growth in on-line sales, closure of some long- time chains and expansion of others, and a shift from sales of goods to more experience-oriented shopping such as restaurants and entertainment. After numerous months of discussions with developers, research on the retail market, and a prior RFP that did not provide a satisfactory result, staff believe that we have found an approach that fits Rohnert Park. In particular, Rohnert Park is often overlooked by retailers because we are between two larger communities, have many big-box stores already, and have not made a compelling case for retailers and developers to locate here. We believe that our ability to recruit additional retailers will improve if we effectively market the City and promising sites. ANALYSIS: The proposed Scope of Work for The Design Guild reflects best practices in attracting retail, customized for Rohnert Park. The Scope of Work in the contract includes: Mission Statement “We Care for Our Residents by Working Together to Build a Better Community for Today and Tomorrow.” CITY OF ROHNERT PARK CITY COUNCIL AGENDA REPORT ITEM NO. 7 2 1. Research and analysis to ensure the consultants have a solid understanding of the retail environment in Rohnert Park. This will include building upon data from retail analyses completed within the last 18 months, as well as interviews with Councilmembers, staff, brokers, and developers. 2. Developing materials to market the City: Marketing materials will include a City-wide retail attraction brochure, videos, and a new section of the City website focused on retail attraction. We will emphasize data relevant to developers, brokers, and retailers including existing and future population numbers, income levels, spending patterns, drive times to other retailers, and gaps in the existing retail base. Retail attraction also requires telling a compelling story about a community and why additional retail would be successful. In Rohnert Park, this includes a growing SSU student population, the future downtown, new hotels, additional businesses (such as Amy’s Kitchen, Sportsman’s Warehouse, and Bear Republic) the Casino, and annexation of the Northwest Specific Plan. The City’s practice of reducing businesses’ risks and costs by rapidly processing applications is important as well. Attracting retailers is different than attracting other businesses as retail is more data- driven. We plan to use the City’s existing branding when it fits the needs of this project, and make adjustments if needed. In addition, retail development requires having sites either readily available for retailers, or that are in attractive locations that can be developed. We will work with willing property owners and develop site-specific materials for sites for sale, under development, or with the potential for redevelopment. 3. The consultants will assist City staff in preparing for an event such as a breakfast and bus tour to expose the City and potential sites to retailers, developers, and brokers. 4. Outreach: The consultants will assist the City in making connections with retailers and developers. This may occur through direct introductions, and/or assisting with attendance at industry conferences. 5. Action Plan: The consultants will create a plan for the City to continue retail attraction, using the data and materials prepared for this project. This may include forming a Retail Advisory Committee to guide further work, targeting specific retailers, or other tasks. One of the most compelling reasons for staff to recommend The Design Guild is the team of project consultants, which includes:  Dean Isaacs, Principal of Peninsula Development Advisors. Mr. Isaacs has led the development of numerous retail and mixed use projects, including downtowns, and provides advice to retailers, developers, and cities. He will bring the perspective of retailers and developers to the project.  Susan Barnes of Peninsula Development Advisors. Ms. Barnes is experienced in economic development, primarily in the Bay Area, and has experience in retail attraction and development. She will have a key role in researching and providing the data that is key to the project’s success. ITEM NO. 7 3  Christine Walker, head of The Design Guild. Ms. Walker and her team developed the City’s current branding, and have developed comparable materials for other jurisdictions in the County. They produce high-quality materials. She will have the lead responsibility for converting the data into effective marketing materials, such as a brochure, web pages, videos, and site-specific information sheets. Her firm will also coordinate at least one event for retailers, brokers, and bankers to introduce them to Rohnert Park. The proposed contract allows the City to continue work with these consultants beyond the scope and term of this contract without undergoing an additional procurement. This was part of the RFP process so that the City has the flexibility to continue working with these consultants if we are achieving good results. ALIGNMENT WITH STRATEGIC PLAN: This contract is consistent with the City’s Strategic Plan Goal B – Achieve and Maintain Financial Stability. It also reflects several parts of the 2017 Action Plan regarding retail attraction. OPTIONS CONSIDERED: 1. Recommended Option: Staff recommends approving the contract with The Design Guild because it reflects an approach appropriate for attracting retail to Rohnert Park, with an experienced and respected consultant team. 2. Alternative: Staff also considered numerous other proposals and vendors and did not recommend them because we believe that the recommendation represents a better approach and value for the City. 3. Alternative: Staff considered not pursuing retail business attraction and did not recommend this option because we believe that there is significant potential for additional retail in the City. FISCAL IMPACT/FUNDING SOURCE: The contract is for $50,000. Funding is available in the FY 16-17 Economic Development budget. Any follow up work will be funded from budgets in later years. Department Head Approval Date: N/A Finance Director Approval Date: N/A City Attorney Approval Date: June 20, 2017 City Manager Approval Date: June 21, 2017 Attachments (list in packet assembly order): 1. Resolution approving contract with The Design Guild 2. Contract with The Design Guild, including Scope of Work which outlines workplan, deliverables, costs, and initial schedule. RESOLUTION NO. 2017-085 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK APPROVING AGREEMENT WITH THE DESIGN GUILD WHEREAS, the City of Rohnert Park (“City”) desires to enter into an agreement with The Design Guild for retail business attraction services. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park that the Agreement attached hereto as Exhibit A is hereby approved. BE IT FURTHER RESOLVED that the City Manager is hereby directed to execute an Agreement, in substantially similar form to Exhibit A, subject to minor revisions by the City Attorney or City Manager, and any other documents pertaining to this transaction for and on behalf of the City of Rohnert Park. DULY AND REGULARLY ADOPTED this 27th day of June, 2017. CITY OF ROHNERT PARK ____________________________________ Jake Mackenzie, Mayor ATTEST: _____________________________ Caitlin Saldanha, Deputy City Clerk Attachment: Exhibit A AHANOTU: _________ BELFORTE: _________ CALLINAN: _________ STAFFORD: _________ MACKENZIE: _________ AYES: ( ) NOES: ( ) ABSENT: ( ) ABSTAIN: ( ) 1 AGREEMENT THE DESIGN GUILD MARKETING SERVICES THIS AGREEMENT is entered into as of the 1st day of July, 2017 by and between the CITY OF ROHNERT PARK (“City”), a California municipal corporation, and The Design Guild (“Consultant”). RECITALS WHEREAS, City desires to obtain consulting services for marketing to attract retail businesses on behalf of the City; and WHEREAS, Consultant hereby warrants to the City that Consultant is skilled and able to provide such services described in Section 3 of this Agreement; and WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the services described in Section 3 of this Agreement. AGREEMENT NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows: 1. 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 Assistant City Manager, Don Schwartz is hereby designated as the Project Manager. The Project Manager shall supervise the progress and execution of this Agreement. B. Consultant. The Consultant shall assign Christine Walker of The Design Guild, to have overall responsibility for the progress and execution of this Agreement for Consultant. 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 -2- out in the “Scope of Work” attached hereto as Exhibit A and incorporated herein by reference. The City may seek and authorize additional related services from Consultant through an amendment to this Agreement. 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. C. Standard of Quality. City relies upon the professional ability of Consultant as a material inducement to entering into this Agreement. All work 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, for professional services, shall be at the rate and schedules attached hereto as Exhibit A, and incorporated herein by reference. The total compensation paid to Consultant under this Agreement for the Scope of Services set forth in Exhibit A shall not exceed fifty thousand dollars ($50,000.00). Payment 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. A. Timing of Payment. Consultant shall submit itemized monthly statements for work performed. City shall make payment, in full, within thirty (30) days after approval of the invoice by the Project Manager. B. 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 amendment to this Agreement. C. 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. D. 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 is in the form of sick leave, administrative leave, or for any other form of absence. E. 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. -3- 5. Amendment to Scope of Work. City shall have the right to amend the Scope of Work 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 Work 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 completed, 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. 8. Ownership of Documents. Title to all reports submitted by the Consultant under the Agreement shall be vested in City, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the City. Reports prepared under the Agreement shall be made available, upon request, to City without restriction or limitations on their use. (Except as stated in paragraph 19. D. regarding Consultant not being liable for such 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. Consultant’s working papers are the Consultant’s property. 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: -4- (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 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. Consultant -5- shall maintain a City business license. The City is not responsible or liable for Consultant's failure to comply with any or all of the 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. Prevailing Wage. Consultant and Consultant’s sub-consultants (if any) shall, to the extent required by the California Labor Code, pay not less than the latest prevailing wage rates to workers and professionals as determined by the Director of Industrial Relations of the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of the applicable wage determination are on file at the City’s office of the City Clerk. D. 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. E. 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. F. 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. Assignment. 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 all persons necessary to perform the services of Consultant hereunder. No subcontractor of Consultant shall be recognized by the City as such; rather, all 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. -6- 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 copies of reports 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 shall be entitled to retain copies of such documents and shall not be required to erase all electronic backup copies or data. As stated above in section 8, Consultant’s working papers remain the property of Consultant. 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. 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 party was solely or primarily responsible for drafting the language to be interpreted. -7- 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 by email. Any such notice, demand, etc. shall be addressed to the other party at the email 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 the email as provided in this section. If to City: Don Schwartz, Assistant City Manager City of Rohnert Park - City Hall\ dschwartz@rpcity.org If to Consultant: Christine Walker The Design Guild christine@thedesignguild.com 26. Consultant’s Books and Records. A. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other 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 shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. 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. 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, marital status or national origin. Consultant will take affirmative action to ensure that applicants are treated during such -8- employment without regard to race, age, sex, creed, color, sexual orientation, 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: A. Exhibit A: Scope of Work / Compensation B. Exhibit B: Insurance Requirements 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 a “Statement of Economic Interest” with the Clerk of the City of Rohnert Park disclosing Consultant and/or such other person’s financial interests. -9- IN WITNESS WHEREOF, the City and Consultant have executed this Agreement as of the date first above written. CITY OF ROHNERT PARK The Design Guild By: __________________________________ Don Schwartz, Assistant City Manager By: Title: Date: Date: [10] 1208604v1 80078/0012 Revised: 10/27/10 EXHIBIT A SCOPE OF SERVICES / COMPENSATION Scope for Marketing Services as per the attached Proposal from The Design Guild CITY OF ROHNERT PARK - RETAIL ATTRACTION SCOPE OF SERVICES TASK 1: Discovery, Research, Outreach $9000 Weeks 1-8 1. Review of current data (Concord Group Study, etc.) 2. Meeting with city staff 3. Interviews with other stakeholders (market intelligence) Estimate: 15-20 stakeholders which will include all five City Council members, staff identified by Don, local developers, brokers and site selectors not to exceed 20. Prepare for (take the lead on crafting a message, setting the agenda, preparing any materials we need, etc.) and host a meeting for interested community members to provide input on community desires for retail. TASK 2: Analysis and Review $7000 Weeks 5-13 1. Refresh data and include snap shot of retail environment/changes 2017 2. Identification of obstacles to retail development that can be addressed and recommendations: City fees, approval process, and residents' concerns. By identifying areas of concern, this will inform areas on which to concentrate to address obstacles. Marketing can promote areas that in the past may have been impediments to desired city development. While reviews have been positive in the past, it is important to review relative to retail development. [11] 1208604v1 80078/0012 Revised: 10/27/10 DELIVERABLE FROM DISCOVERY, RESEARCH, OUTREACH, ANALYSIS AND REVIEW: SUMMARY DOCUMENT INCLUDING UPDATE OF DATA, STAKEHOLDER INTERVIEW SUMMARY, IDENTIFICATION OF KEY THEMES + FINDINGS/RECOMMENDATIONS REGARDING OBSTACLES TO RETAIL DEVELOPMENT TASK 3: Marketing Materials City Brochure (12 panels using 4 page templates) $4000 Weeks 5-15 1. Brochure and/or loose information sheets to tell city story for developers and site selectors, etc. Content developed here will also be used for Economic Development Dashboard and more robust online presence for City Website, targeted to site selectors and potential businesses 2. Data to include; demographics, trends for Rohnert Park (to include, but not limited to: housing/population growth, Sonoma State University enrollment and relevant trends, hotel data (occupancy, challenges, opportunities), attractions (Bear Republic, Green Music Center, Graton Casino) pictures, maps, sites (specific or citywide) etc. DELIVERABLE: PRINT-READY FILE FOR 10-12 PAGE BROCHURE DESIGN, COPYWRITING, AND PRODUCTION FOR 10-12 PAGE BROCHURE. INCLUDES THREE ROUNDS OF REVISIONS. AS DETERMINED BY CITY STAFF, CONSULTANT WILL PRESENT ONE VERSION TO THE ECONOMIC DEVELOPMENT COMMITTEE AND THEN TO THE FULL CITY COUNCIL FOR REVIEW AND COMMENT. Site-Specific Datasheets (8, 2-sided data sheets using one template) $2500 Weeks 5-15 1. Identify sites with potential for retail development or redevelopment a. Use those sites that are: for sale, under development or in planning, or with significant opportunity for redevelopment, with willing owner b. Include underperforming or underutilized sites c. Sites and uses that are a priority for the City (such as downtown development, etc.) 2. Marketing materials: site-specific data sheets that can be included, as needed, in the City brochure listed above DELIVERABLE: PRINT-READY FILES FOR 8 SITE SPECIFIC DATA SHEETS USED INDIVIDUALLY OR IN COMBINATION WITH THE CITY MARKETING BROCHURE (ABOVE) DESIGN, COPYWRITING, AND PRODUCTION FOR 8 DATA SHEETS. INCLUDES THREE ROUNDS OF REVISIONS. [12] 1208604v1 80078/0012 Revised: 10/27/10 Website/Dashboard (15-20 page site) $9,500 Weeks 12-16 1. Use existing web page templates, build out new sections on existing city website to be used as a retail dashboard and to present city-wide retail attraction message and site specific information 2. Use content developed for brochure and slip-sheets to populate web site DELIVERABLE: 15-20 PAGE WEBSITE USED INDIVIDUALLY OR IN COMBINATION WITH OTHER CITY MARKETING MATERIALS DESIGN, DEVELOPMENT, AND PRODUCTION FOR 15-20 PAGE WEBSITE. INCLUDES THREE ROUNDS OF REVISIONS. Photography (2, 4-hour photoshoots- ) $1500 Week 12 1. Up to 20 photo files of multiple locations - shot list TBD, usage approved for print collateral and web 2. Includes project management to coordinate scheduling of shoots, DELIVERABLE: 20 HIGH-RES PHOTO .JPEG FILES USED INDIVIDUALLY OR IN COMBINATION WITH OTHER CITY MARKETING MATERIALS + RETAIL ATTRACTION WEBSITE PROJECT MANAGEMENT, ART DIRECTION, PHOTOGRAPHY, EDITING Marketing Videos (3, 30-second, or 2, 1-minute) $2500 Week 15 1. Use existing branding, copy developed in other retail marketing materials and established aesthetic to create a series of online videos. 2. Includes project management to coordinate scheduling of shoots and audio sessions. 3. Includes three rounds of changes. DELIVERABLE: LINKS AND EMBED CODES FOR 2-3 ONLINE VIDEOS USED INDIVIDUALLY OR IN COMBINATION WITH OTHER CITY MARKETING MATERIALS ART DIRECTION, SCRIPTWRITING, VIDEO SHOOTING (UP TO THREE LOCATIONS) AUDIO RECORDING, EDITING INCLUDES THREE ROUNDS OF REVISIONS. [13] 1208604v1 80078/0012 Revised: 10/27/10 TASK 4: Event Strategy and Implementation $1500 Weeks 14-20 Event - Late November/Early December 1. This phase will start with the first event (a breakfast for brokers, developers, etc.) and a bus tour. These could both be on the same day. Subsequent events will be identified, and if of interest to the City, will be offered at an additional cost. 2. The consultant will put together a timeline for future events to build on the initial momentum. 3. The consultant will provide logistics for the first event + have lead role in developing script. 4. The invitation list will be completed in consultation with city staff and other stakeholders. 5. The cost of food, transportation, signs and location will be provided by the City of Rohnert Park DELIVERABLES: ONE EVENT, MAY INCLUDE BUS TOUR TASK 5: Outreach $6500 Weeks 1-24 1. Outreach (provision of information, targeting and recruitment) to: a. Developers: identification of a limited number of potential sites for development, marketing of those sites that the City would like developed and identification of private/public partnership opportunities. b. Industry associations: Participation at industry associations as needed such as International Council of Shopping Centers (ICSC) to maximize visibility of city retail sites (consultant will attend first event and work with staff to develop a meaningful presence) and plan for subsequent marketing of this type c. Existing property owners: assistance in redevelopment and identifying appropriate sites. Not a part of this Scope, but services would be available as an option. OUTREACH AS IDENTIFIED, PARTICIPATION AT ICSC, RETAILER TARGETING AND OUTREACH [14] 1208604v1 80078/0012 Revised: 10/27/10 TASK 6: Action Plan $6000 Week 24 1. The Final Report will be a compilation of the market intelligence, data and stakeholder information. It will include data analysis and recommendations from the consultant about current and next steps and provide an action and implementation plan for future actions. This is an important part of the plan to activate retail effectively in Rohnert Park. This will also include site specific information which will analyze the appropriateness of the site for desired retail uses, making sure that the property and zoning are aligned to facilitate development and assistance necessary to assist property owners to activate development of the site. 2. In the case of prime locations, identify the proposed use and determine whether the use in in line with City desires for development. Where there is a mis-match, the consultant will reach out to the broker or owner to facilitate a solution that works for both parties. 3. Recommendations for an ongoing Retail Economic Development Advisory Committee to guide potential new projects, peer review, etc. 4. Plan to target specific retailers (match-making) after sites have been identified, staff and consultant will meet with desired retailers to facilitate their location decision-making. For example, if Philz was determined to be a good match for a specific site, we would meet with Philz' representatives, present the marketing information, and see if there are any obstacles that could be addressed and "walk" with them through the approval process to ensure a completed project in a timely manner. DELIVERABLE: FINAL REPORT/ACTION PLAN/TIMELINE FOR FUTURE ACTIONS Rate Card The Design Guild Role Cost per hour Creative Direction $150 Art Direction $150 Design $100 Copywriting $100 Project Management $100 Production $80 Programming $80 Administrative Support $40 [15] 1208604v1 80078/0012 Revised: 10/27/10 Rate Card Peninsula Development Advisors Role Cost per hour Strategic Consulting (PDA) $150 1. PDA will be subcontractor to The Design Guild. 2. City and Consultant may shift funding among tasks by mutual consent and with written approval. 3. City and Consultant (and/or PDA) may amend this scope to add tasks at additional, mutually agreed cost and with written approval. 4. Project cost, as outlined in scope of services, not to exceed $50,000 without City approval. EXHIBIT B [16] 1208604v1 80078/0012 Revised: 10/27/10 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, and $4,000,000 (Four Million Dollars) annual aggregate. 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 $1,000,000 (One 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. 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 $1,000,000 (One 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. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers or authorized to transact insurance in the state of California and with an A.M. Bests rating of A- 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. [17] 1208604v1 80078/0012 Revised: 10/27/10 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. 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. 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. [18] 1208604v1 80078/0012 Revised: 10/27/10 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 performance 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. 13. 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. 14. 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. 15. 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. 16. 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 available prior to expiration. A 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 forty-five days of the expiration of the coverages. 17. 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. 18. 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. 19. 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. 20. 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. 21. 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 [19] 1208604v1 80078/0012 Revised: 10/27/10 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. [20] 1208604v1 80078/0012 Revised: 10/27/10 CERTIFICATE OF CONSULTANT I, HEREBY CERTIFY that I am the Christine Walker, a duly authorized representative of the firm The Design Guild, Inc. whose address is PO Box 548, Petaluma, CA 94953 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 firm, 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 ITEM NO. 8 1 Meeting Date: June 27, 2017 Department: Human Resources Submitted By: Victoria Perrault, Human Resources Director Prepared By: Tracy Rankin, Human Resources Analyst Leo Tacata, Senior Analyst Agenda Title: Consideration and Adoption of Resolution Authorizing and Approving a New Salary Structure for Miscellaneous Part-Time Hourly Positions Effective July 9, 2017 RECOMMENDED ACTION: Approve the attached resolution authorizing and approving a new salary structure for Miscellaneous Part-Time Hourly positions effective July 9, 2017. BACKGROUND: The City of Rohnert Park employs approximately 140 part-time employees who contribute more than 85,000 work hours each year. Although most of the part-time staff are seasonal, the number of staff and the volume of their hours is considerable: The cost of the City’s part-time workforce is expected to be almost $1.1 million in Fiscal Year 17/18. Moreover, in the May 2, 2017 Budget Workshop, Council was informed of an increasing challenge to hire and retain part-time positions. On April 4, 2016, Governor Brown signed Senate Bill 3 (“SB3”) which increases California’s minimum wage for employers with 26 or more employees each year so that it will reach $15 per hour in 2022 (unless the increases are temporarily delayed at any point due to certain economic conditions). In 2017, California’s minimum wage is $10.50 per hour and future increases are scheduled as follows: Effective Date Minimum Wage January 1, 2018 $11.00 January 1, 2019 $12.00 January 1, 2020 $13.00 January 1, 2021 $14.00 January 1, 2022 $15.00 The cumulative increase over this term is a 42.9% rise in base pay to the City’s minimum wage earners. These increases are significant and may directly affect the City of Rohnert Park’s Miscellaneous Part-Time Hourly positions, the service levels of which these positions provide, and the budgets of their respective departments. Mission Statement “We Care for Our Residents by Working Together to Build a Better Community for Today and Tomorrow.” CITY OF ROHNERT PARK CITY COUNCIL AGENDA REPORT ITEM NO. 8 2 A task force headed by Human Resources conducted an analysis of City’s part-time rates and ranges and of the impact of the rising minimum wage. The task force worked with members from Finance and the City Manager’s Office to survey and obtain input from all departments that employ miscellaneous part-time staff. Recreation, Performing Arts Center, and Animal Shelter, which are the departments which utilize the most part-time staff, were essential contributors to the analysis and recommendations. In order to mitigate the impact of these mandated increases, while continuing to remain competitive with other local agencies in its ability to attract candidates, it is recommended that the City adopt a new scaling salary structure for Miscellaneous Part-Time Hourly positions effective July 9, 2017 (the beginning of the next pay period). ANALYSIS: The City’s pay rates and ranges were originally developed in a broad band structure that supports multiple classifications assigned to one pay range. As shown below, there are currently five pay ranges for Miscellaneous Part-Time Hourly positions in the Community Services Department. Each pay range is comprised of five salary steps, with approximately a 5% difference in between each step, with the exception of Range 38, step 2, which is only 2.6% higher than step 1. The difference between the starting steps of each range is between 2.5% and 10.2%. ITEM NO. 8 3 RANGE 38 STEP Hourly PT Community Services Leader (PTCSL)1 $10.50 PT Facility Attendant (PTFA)2 $10.77 PT Lifeguard (PTLC) 3 $11.31 PT Pool Cashier (PTPC)4 $11.88 5 $12.47 RANGE 43 STEP Hourly PT Senior Community Services Leader (PTSCSL)1 $10.76 2 $11.30 3 $11.87 4 $12.46 5 $13.08 RANGE 45 STEP Hourly PT Senior Lifeguard (PTSRL)1 $11.58 PT Sports Center Coordinator (PTSC)2 $12.16 PT Aquatics Office Assistant (PTAOA)3 $12.77 PT Swim Instructor (PTIL)4 $13.41 5 $14.08 RANGE 53 STEP Hourly PT Pool Manager (PTPMGR)1 $12.46 2 $13.08 3 $13.73 4 $14.42 5 $15.14 RANGE 59 STEP Hourly PT Community Services Coordinator (PTCSC)1 $13.73 2 $14.42 3 $15.14 4 $15.90 5 $16.70 Although not intended, the variability between salary steps has caused compaction between positions that would normally be in a promotion series. For example, a Senior Lifeguard hired at Step 1 would be paid less than a Step 4 or Step 5 Lifeguard. The review of the Miscellaneous Part-Time positions revealed the need for updating. In some cases, it was determined that some positions needed to be moved to different ranges. For example, Lifeguards and Pool Cashiers are currently in the same range; however, Lifeguards require certification where Pool Cashiers do not. On the other hand, swim instructors no longer require certification but are being paid at higher rates than lifeguards. Therefore, staff reviewed the job classifications assigned to each pay range, as well as the associated training requirements and minimum qualifications for these classifications, and developed the proposed salary table (Exhibit A) that adjusts certain positions into classifications more appropriate to their comparable requirements and responsibilities. ITEM NO. 8 4 REVISED RATES AND RANGES Staff proposes a new three step salary structure with a $0.50 difference between steps. This modification would accomplish four things: (1) Standardize the wage spacing between steps for all job classes. This would avoid compaction between positions. (2) Encompass current rates for existing employees. This allows for minimal disruption for current employees who will have their rates adjusted. Note that no current employee will experience a loss in pay rate; all proposed adjustments will either have no impact on current rates or slightly increase them to accommodate the new scale. (3) Adjust for future increases while also containing costs. The mandated increase to the minimum wage will upwardly impact most miscellaneous part-time positions. It is expected that some part-time staff will receive step increases as a natural course of performance or experience. A three-step series limits the compounded effect of the mandatory wage increase plus sequential step increases, but does not eliminate the City’s ability to appropriately adjust for merit and tenure. (4) Establish a dollar-based phase-in rather than a proportional phase-in of the minimum wage increases. This effectively reduces the overall annual budget increase to about 4%, compared to the 9% increase of a proportional adjustment to all classifications. The proposed schedule enables City to be in compliance with the minimum wage phase-in but at lower cost. The revised Rates and Ranges for Miscellaneous Part-Time Hourly Positions, provided as Exhibit A, is proposed to make certain positions more competitive. Furthermore, to ensure that City is in compliance with the new minimum wage schedule, the revised Rates and Ranges incorporates the phase-in of increasing minimum wage rates through 2022/2023. The following table summarizes the cost of the proposed plan: FY 17/18 FY 18/19 FY 19/20 FY 20/21 FY 21/22 FY 22/23 CA/RP Min Wage $10.50 11.00 $12.00 $13.00 $14.00 $15.00 Cost Driver Update rates and ranges CA minimum wage CA minimum wage CA minimum wage CA minimum wage CA minimum wage Increased Cost to City* 66,357 37,040 62,688 62,764 62,764 62,764 Average wage increase N/A 2.84% 4.67% 4.47% 4.28% 4.10% * Assumes current levels of staff hours are retained. ITEM NO. 8 5 It is recommended that the City adopt this three step salary structure for the affected classifications and ranges by resolution. It is important to note that the resolution does not commit the City to the projected increased costs, which are based on the assumption that current service levels are maintained. Salary costs and service levels are budgeted on a year-by-year basis. STRATEGIC PLAN ALIGNMENT: Goal C: Ensure the effective delivery of public services. Strategies: Deliver the highest quality services in the most cost-efficient manner with an emphasis on excellent customer service The recommended restructuring of the existing salary structure to three steps would allow the City to mitigate the impact of the mandated State minimum wage increases while maintaining its ability to attract and retain qualified employees. OPTIONS CONSIDERED: Option 1: The City would create a three step salary structure with $.50 incremental increases between steps and adopt the proposed rates and ranges schedule through 2022/2023. The lowest pay scale, range 38, step 1, would always reflect the current minimum wage effective January1st. Recommended. This option would allow the City to update certain classifications, address compaction between positions, and provide a schedule that would enable departments and decision makers necessary information to plan for services delivered by the part-time workforce. Option 2: The City would keep the existing five step salary structure. Each year, the City would determine the percentage increase required to bring the lowest pay scale (range 38, step 1) up to the new minimum wage rate and increase all other pay scales by the same percentage. Not Recommended. The mandated minimum wage increases could be significant, and the potential cost to the City would be $57,000 for fiscal year 18/19, and $114,000 per fiscal year through 2022/2023 if current levels of part-time hours are maintained. ITEM NO. 8 6 FISCAL IMPACT/FUNDING SOURCE: The following table summarizes the potential increases of part-time earnings and benefits, assuming that current part-time hours are maintained: Department 17/18 18/19 19/20 20/21 21/22 22/23 Recreation 37,370 17,974 31,974 31,974 31,974 31,974 Performing Arts Ctr 7,690 5,494 12,589 12,589 12,589 12,589 Senior Center 2,516 1,528 1,655 1,655 1,655 1,655 Community Services 1,061 466 1,086 1,086 1,086 1,086 Community Center 451 306 229 306 306 306 Public Works 4,613 6,572 4,920 4,920 4,920 4,920 Animal Shelter 8,354 2,941 6,751 6,751 6,751 6,751 PS Records Bureau - 1,019 2,037 2,037 2,037 2,037 Public Safety - - - - - - Development Services - 509 509 509 509 509 Information Services 4,302 232 938 938 938 938 Potential Cost 66,357 37,040 62,688 62,764 62,764 62,764 Approximately 91% of these costs are General Fund. The remaining 9% are expected from Casino Mitigation, IT Enterprise, Water, and Sewer funds. _____________________________________________________________________________ Department Head Approval Date: NA City Manager Approval Date: 6/21/2017 City Attorney Approval Date: N/A Finance Director Approval Date: N/A Attachments (list in packet assembly order): 1. Resolution Authorizing and Approving a New Salary Structure for Miscellaneous Part-Time Hourly Positions Effective July 9, 2017 2. Exhibit “A” Proposed New Salary Structure for Miscellaneous Part-Time Hourly Positions Effective July 9, 2017 RESOLUTION NO. 2017-086 A RESOLUTION OF THE CITY OF ROHNERT PARK APPROVING THE CITY OF ROHNERT PARK PAY RATES AND RANGES OF MISCELLANEOUS PART-TIME HOURLY POSITIONS, TO BE EFFECTIVE ON JULY 9, 2017 WHEREAS, the California Public Employees’ Retirement Law, at Section 570.5 of the California Code of Regulations Title 2, requires the City of Rohnert Park to publish the City’s Current Pay Rates and Ranges on the City’s internet site and the City Council to approve the Pay Rates and Ranges in its entirety each time a modification is made; and WHEREAS, Senate Bill 3 (Leno, Chapter 4, Statutes of 2016) mandates the phase-in of California minimum wages rates from January 1, 2017, to January 1, 2023; and WHEREAS, the City Council previously approved the City Pay Rates and Ranges document dated May 27, 2017 on June 13, 2017, pursuant to Resolution No. 2017-077 and salary changes have been subsequently approved and require updating; and WHEREAS, staff recommends that the City Council adopt the updated City Pay Rates and Ranges document for Miscellaneous Part-Time Hourly Positions revised June 13, 2017, attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park as follows: 1. The foregoing recitals are true and correct. 2. The City of Rohnert Park Current Pay Rates and Ranges revised June 13, 2017 attached hereto as Exhibit “A” and incorporated by this reference are hereby approved effective July 9, 2017. 3. The City Manager is authorized to execute documents pertaining to same for and on behalf of the City of Rohnert Park. DULY AND REGULARLY ADOPTED this 27th day of June, 2017. CITY OF ROHNERT PARK ____________________________________ Jake Mackenzie, Mayor ATTEST: _____________________________ Caitlin Saldanha, Deputy City Clerk Attachment: Exhibit A AHANOTU: _________ BELFORTE: _________ CALLINAN: _________ STAFFORD: _________ MACKENZIE: _________ AYES: ( ) NOES: ( ) ABSENT: ( ) ABSTAIN: ( ) EXHIBIT A CITY OF ROHNERT PARK – PAY RATES AND RANGES MISCELLANEOUS PART‐TIME HOURLY POSITIONS Footnotes 1 ‐ A worker is eligible for a one‐step increase after every 1,000 cumulative hours worked in same class, upon approval of Department Head. 2 ‐ A returning seasonal worker hired to the same class is eligible for a one‐step increase (relative to the worker's step at last service break) on May 1 after the previous season ended, upon approval of Department Head. 1 Revised June 13, 2017 2017 2018 Effective Date 7/9/2017 First day of the pay period that includes 1/1/18 Step increases are not automatic or guaranteed. See footnotes below. Step 1 Step 2 Step 3 Step 1 Step 2 Step 3 Range 38 PT Pool Cashier2 $10.50 $11.00 $11.50 $11.00 $11.50 $12.00 Range 43 PT Box Office Assistant1 PT CS Services Leader2 PT Facility Attendant1 PT Swim Instructor2 $11.00 $11.50 $12.00 $11.50 $12.00 $12.50 Range 45 PT Animal Shelter Assistant1 PT Arts Center House Manager1 PT Lifeguard2 PT Theater Technician I1 PT Senior Community Services Leader2 PT Senior Facility Attendant1 (new) PT Senior Sports Center Coordinator1 PT Senior Swim Instructor2 (new) $12.50 $13.00 $13.50 $13.00 $13.50 $14.00 Range 53 PT Custodian1 PT Seasonal Maintenance Assistant2 PT Senior Lifeguard2 PT Theater Technician II1 $14.00 $14.50 $15.00 $14.50 $15.00 $15.50 Range 59 PT Administrative Intern1 PT CS Services Coordinator2 PT Office Assistant1 PT Pool Manager2 $15.00 $15.50 $16.00 $15.50 $16.00 $16.50 Range 63 PT Records Clerk1 $ 18.00 $ 18.50 $ 19.00 $ 18.50 $ 19.00 $ 19.50 Range 68 PT Information Systems Assistant1 $ 22.00 $ 23.00 $ 24.00 $ 22.50 $ 23.50 $ 24.50 EXHIBIT A CITY OF ROHNERT PARK – PAY RATES AND RANGES MISCELLANEOUS PART‐TIME HOURLY POSITIONS Footnotes 1 ‐ A worker is eligible for a one‐step increase after every 1,000 cumulative hours worked in same class, upon approval of Department Head. 2 ‐ A returning seasonal worker hired to the same class is eligible for a one‐step increase (relative to the worker's step at last service break) on May 1 after the previous season ended, upon approval of Department Head. 2 2019 2020 Effective Date First day of the pay period that includes 1/1/19 First day of the pay period that includes 1/1/20 Step increases are not automatic or guaranteed. See footnotes below. Step 1 Step 2 Step 3 Step 1 Step 2 Step 3 Range 38 PT Pool Cashier2 $12.00 $12.50 $13.00 $13.00 $13.50 $14.00 Range 43 PT Box Office Assistant1 PT CS Services Leader2 PT Facility Attendant1 PT Swim Instructor2 $12.50 $13.00 $13.50 $13.50 $14.00 $14.50 Range 45 PT Animal Shelter Assistant1 PT Arts Center House Manager1 PT Lifeguard2 PT Theater Technician I1 PT Senior Community Services Leader2 PT Senior Facility Attendant1 (new) PT Senior Sports Center Coordinator1 PT Senior Swim Instructor2 (new) $13.75 $14.25 $14.75 $14.50 $15.00 $15.50 Range 53 PT Custodian1 PT Seasonal Maintenance Assistant2 PT Senior Lifeguard2 PT Theater Technician II1 $ 15.13 $ 15.63 $ 16.13 $ 15.75 $ 16.25 $ 16.75 Range 59 PT Administrative Intern1 PT CS Services Coordinator2 PT Office Assistant1 PT Pool Manager2 $ 16.00 $ 16.50 $ 17.00 $ 16.50 $ 17.00 $ 17.50 Range 63 PT Records Clerk1 $ 19.50 $ 20.00 $ 20.50 $ 20.50 $ 21.00 $ 21.50 Range 68 PT Information Systems Assistant1 $ 22.88 $ 23.38 $ 23.88 $ 23.25 $ 23.75 $ 24.25 EXHIBIT A CITY OF ROHNERT PARK – PAY RATES AND RANGES MISCELLANEOUS PART‐TIME HOURLY POSITIONS Footnotes 1 ‐ A worker is eligible for a one‐step increase after every 1,000 cumulative hours worked in same class, upon approval of Department Head. 2 ‐ A returning seasonal worker hired to the same class is eligible for a one‐step increase (relative to the worker's step at last service break) on May 1 after the previous season ended, upon approval of Department Head. 3 2021 2022 Effective Date First day of the pay period that includes 1/1/21 First day of the pay period that includes 1/1/22 Step increases are not automatic or guaranteed. See footnotes below. Step 1 Step 2 Step 3 Step 1 Step 2 Step 3 Range 38 PT Pool Cashier2 $ 14.00 $ 14.50 $ 15.00 $ 15.00 $ 15.50 $ 16.00 Range 43 PT Box Office Assistant1 PT CS Services Leader2 PT Facility Attendant1 PT Swim Instructor2 $ 14.50 $ 15.00 $ 15.50 $ 15.50 $ 16.00 $ 16.50 Range 45 PT Animal Shelter Assistant1 PT Arts Center House Manager1 PT Lifeguard2 PT Theater Technician I1 PT Senior Community Services Leader2 PT Senior Facility Attendant1 (new) PT Senior Sports Center Coordinator1 PT Senior Swim Instructor2 (new) $ 15.25 $ 15.75 $ 16.25 $ 16.00 $ 16.50 $ 17.00 Range 53 PT Custodian1 PT Seasonal Maintenance Assistant2 PT Senior Lifeguard2 PT Theater Technician II1 $ 16.38 $ 16.88 $ 17.38 $ 17.00 $ 17.50 $ 18.00 Range 59 PT Administrative Intern1 PT CS Services Coordinator2 PT Office Assistant1 PT Pool Manager2 $ 17.00 $ 17.50 $ 18.00 $ 17.50 $ 18.00 $ 18.50 Range 63 PT Records Clerk1 $ 21.50 $ 22.00 $ 22.50 $ 22.50 $ 23.00 $ 23.50 Range 68 PT Information Systems Assistant1 $ 23.63 $ 24.13 $ 24.63 $ 24.00 $ 24.50 $ 25.00 EXHIBIT A CITY OF ROHNERT PARK – PAY RATES AND RANGES MISCELLANEOUS PART‐TIME HOURLY POSITIONS Footnotes 1 ‐ A worker is eligible for a one‐step increase after every 1,000 cumulative hours worked in same class, upon approval of Department Head. 2 ‐ A returning seasonal worker hired to the same class is eligible for a one‐step increase (relative to the worker's step at last service break) on May 1 after the previous season ended, upon approval of Department Head. 4 Hourly PT Building Inspector (PTBA) $31.15 ‐ $37.86 PT Technical Advisor (PTTA) $14.25 ‐ $47.50 Temporary Management Analyst (TMAN) $25.00 ‐ $40.00 PT Building Inspector, PT Technical Advisor, and Temporary Management Analyst classes are not subject to Step Increase provisions in Footnote 1 or Footnote 2.