2021/06/22 City Council Resolution 2021-072 RESOLUTION NO. 2021-072
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING CITY MANAGER TO ENTER INTO CONSULTANT SERVICES
AGREEMENT WITH PETALUMA HEALTH CENTER FOR GAMBLING
ASSESSMENT AND TREATMENT SERVICES AND INCREASING FY 2021/22
APPROPRIATIONS IN THE PROBLEM GAMBLING SPECIAL REVENUE FUND
WHEREAS, in 2013 the City and Tribe negotiated an Amended and Restated
Memorandum of Understanding("MOU")to make payments to the City for mitigating the
impacts of the Casino; and,
WHEREAS, Section 3.2 of the MOU provides for an annually recurring contribution of
funds to be granted to an organization dedicated to the treatment and prevention of problem
gambling or pathological gambling disorders. The recipient organization is to be selected by the
City, and approved by the Tribe; and
WHEREAS, the City selected the Petaluma Health Center("PHC"), a 501(c)(3)non-
profit organization, to provide services out of their Rohnert Park Health Center; and,
WHEREAS,the Tribe approved the City's selection of PHC as the organization to
receive the granting of the aforementioned mitigation funds to provide the services contemplated
by the MOU; and
WHEREAS,the City and PHC have negotiated a Consultant Services Agreement
("Agreement")establishing the terms and conditions of the services to be provided; and
WHEREAS, the City's 2021-2022 Fiscal Year Adopted Budget appropriated the funds to
be earned within the fiscal year from the Problem Gambling Recurring Contribution Special
Revenue Fund; and
WHEREAS,the amount of appropriations will need to be increased to accommodate the
Consultant Services Agreement.
NOW,THEREFORE, BE IT RESOLVED,the City Council of the City of Rohnert
Park does hereby resolve, determine, find and order as follows:
Section 1. Recitals. The above referenced recitals are true and correct and are
incorporated into and form a material part of this Resolution.
Section 2. Environmental Review. This action is exempt from CEQA review under
CEQA Guidelines section 15061(b)(3) because there is no for the action to have a significant
effect on the environment.
Section 3. Approval of Agreement. The City Council hereby approves the Consultant
Services Agreement with the Petaluma Health Center, substantially in the form attached hereto
as Exhibit A as subject to such minor modifications as may be approved by the City Attorney,
and authorizes the City Manager or designee to execute the agreement.
Section 4. Increase in Appropriations. The City Council hereby authorizes the Finance
Director to increase appropriations in Fund 181,the Problem Gambling Recurring Contribution
Special Revenue Fund, by the amount of$15,000.
Section 5. Other Actions Authorized.The City Manager or designee is hereby
authorized and directed to take all actions necessary or reasonably required to carry out, give
effect to, and consummate the transactions contemplated by this Resolution and to take all
actions necessary in conformity therewith.
DULY AND REGULARLY ADOPTED this 22nd day of June, 2021
CITY OF Ail: ERT PARK
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open vas, City Clerk
Attachments: Exhibit A: Consultant Services Agreement
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Resolution 2021-072
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CONSULTANT SERVICES AGREEMENT
This AGREEMENT FOR CONSULTANT SERVICES (“Agreement”) is entered into as
of the 22nd day of June, 2021 , by and between the City of Rohnert Park ("City"), a California
municipal corporation, and Petaluma Health Center, Inc. ("Consultant"), a California corporation,
with reference to the following facts, understandings and intentions.
Recitals
WHEREAS, City desires to obtain gambling assessment and treatment services
within the community of the City of Rohnert Park; and
WHEREAS, Consultant hereby warrants to 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.
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 Senior Analyst 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 Pedro Toledo, Chief
Administrative Officer, 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
out in the “Scope of Work” attached hereto as Exhibit A and incorporated herein by reference.
B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
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executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. The services of Consultant are to be completed not later
than July 31, 2021. Consultant shall perform its services in accordance with the schedule and
rates attached hereto as Exhibit B, and incorporated herein by reference. Any changes to these
dates in either this Section 3 or Exhibit B must be approved in writing by the City Manager.
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 best 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 the event that Consultant fail to make such
correction in a timely manner, City may make the correction and charge the cost thereof to
Consultant.
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 be at the rate and schedules
attached hereto as Exhibit B, and incorporated herein by reference. However, in no event shall the
amount City pays Consultant exceed One Hundred Forty Thousand Dollars ($140,000). 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.
B. Timing of Payment.
Consultant shall submit itemized monthly statements for work performed.
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 approval of
the invoice by City.
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. 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.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under the
federal Social Security Act, any applicable unemployment insurance contributions, Workers
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Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings or
on weekends. Consultant shall not receive a premium or enhanced pay for work performed on a
recognized holiday. Consultant shall not receive paid time off for days not worked, whether it be
in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Support. Consultant agrees to testify at City's request if litigation
is brought against City in connection with Consultant's work product. Unless the action is brought
by Consultant or is based upon Consultant's negligence, City will compensate Consultant for the
preparation and the testimony at Consultant's standard hourly rates, if requested by City and not
part of the litigation brought by City against Consultant.
5. Term. This Agreement shall commence upon its execution by both parties and shall
continue in full force and effect until June 30, 2026, amended pursuant to Section 21, or otherwise
terminated as provided herein.
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.
7. Ownership of Documents. Title, including the copyright and all intellectual
property rights, to all plans, specifications, maps, estimates, reports, manuscripts, drawings,
descriptions, designs, data, photographs, reports and any other final work products compiled,
prepared or obtained 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. Consultant shall assume no responsibility for the unintended
use by others of such final work products which are not related to the scope of the services
described under this Agreement. Basic survey notes and sketches, charts, computations, and other
data prepared or obtained under the Agreement shall be made available, upon request, to City
without restriction or limitations on their use. Consultant may retain copies of the above-described
information but agrees not to disclose or discuss any information gathered, discussed or generated
in any way through this Agreement without the written permission of City during the term of this
Agreement, unless required by law.
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.
9. Conflict of Interest Requirements.
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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.
B. Consultant is not a designated employee within the meaning of the Political
Reform Act because Consultant:
(1) will not have the power to make any governmental decision, including
whether to: approve any rates, rules, regulations, policies, standards, or
guidelines of the City or any of its subdivisions; adopt or enforce any laws;
issue, deny, suspend, or revoke any permit, license, application, certificate,
order, or any similar authorization or entitlement; authorize, modify, or
renew any form of City contract; grant approval to any City contract
specifications on behalf of the City; or grant City approval for any plans,
designs, reports, or similar; and
(2) will not participate in the making of any governmental decision in the
equivalent of a staff capacity — for the purposes of this provision,
“participating in a governmental decision” including providing
information, an opinion, or a recommendation directly to any person at the
City empowered to make a decision on behalf of the City without
significant intervening substantive review; and
(3) will not perform the same duties for the City that would otherwise be
performed by a staff member required to report under the City’s conflict of
interest code. (2 Cal. Code Regs. § 18700.3.)
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. To the maximum extent permitted by law, the City shall have
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.
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,
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demands, damages, obligations, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, 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 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 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.
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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 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 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.
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. Business Licenses. Unless exempt by law, 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
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 City, or as required by law.
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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 be in the
City’s sole discretion. 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.
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. This Agreement and all obligations hereunder may be terminated at any
time, with or without cause, by the City upon five (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 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. In such event, Consultant shall be entitled to receive as full
payment for all services satisfactorily rendered and expenses incurred hereunder, an amount which
bears the same ratio to the total fees specified in the Agreement as the services satisfactorily
rendered hereunder by Consultant bear to the total services otherwise required to be performed for
such total fee; provided, however, that the City shall deduct from such amount the amount of
damages, if any, sustained by City by virtue of the breach of the Agreement by consultant.
C. In the event this Agreement is terminated by City without cause, Consultant
shall be entitled to any compensation owing to it hereunder up to the time of such termination, it
being understood that any payments are full compensation for services rendered prior to the time
of payment.
D. Upon termination of this Agreement with or without cause, Consultant shall
turn over to the City Manager immediately any and all copies of studies, sketches, drawings,
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computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City's use of incomplete materials nor for the City's use of
complete documents if used for other than the project contemplated by this Agreement.
18. 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 prior to the date of
suspension. During the period of suspension, Consultant shall not receive any payment for
services or expenses incurred by Consultant by reason of such suspension.
19. 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.
20. 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.
21. 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.
22. Time of the Essence. Time is of the essence of this Agreement. Upon receipt of a
written notice from City to proceed with work required by a Task Order, Consultant shall
immediately commence work to perform the services required by that Task Order according to the
time requirements set in the Task Order.
23. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in writing
and either served personally or sent by prepaid, first class mail. Any such notice, demand, etc.
shall be addressed to the other party at the address set forth below. Either party may change its
address by notifying the other party of the change of address. Notice shall be deemed
communicated within 72 hours from the time of mailing if mailed as provided in this section.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
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If to Consultant: Chief Administrative Officer
Petaluma Health Center
1179 N. McDowell Blvd.
Petaluma, CA 94984
24. 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 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.
C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
25. 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.
26. 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
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.
27. 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.
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28. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than Consultant.
29. 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 shall comply with claims
presentation requirements under the Government Tort Claims Act, California Government Code
Sections 900 et seq. and the Rohnert Park Municipal Code.
30. 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.
31. Exhibits. 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
32. 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.
33. 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.
34. 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.
35. 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.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement as of the date first
above written.
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CITY OF ROHNERT PARK CONSULTANT
By:
__________________________________
City Manager
By:
Title:
Date: Date:
Per Resolution No. 2021-072_adopted by the Rohnert
Park City Council at its meeting of June 22, 2021.
CONSULTANT
By:
Title:
Date:
APPROVED AS TO FORM:
By:
__________________________________
City Attorney
ATTEST:
By:
__________________________________
City Clerk
Exhibit A
OAK #4832-0705-4031 v1
EXHIBIT A
Scope of Work and Schedule of Performance
Gambling Addiction Treatment and Services
1. Petaluma Health Center (“Consultant”) will include the capacity for these services in its
facility located in Rohnert Park.
2. Consultant will assign a State of California licensed and/or certified expert in gambling
addiction to run a gambling addiction recovery program located in Rohnert Park. The
program will include, at a minimum, providing group and individual psychotherapy,
outreach, education, and research to health care providers and to the Rohnert Park
community.
a. Consultant shall submit documentation of staff assigned to Consultant services
and staff certification upon execution of the Agreement, naming all staff persons
providing services.
b. Consultant shall notify City of any changes to staff of the program, and will
provide staff certification for any personnel changes before new staff perform
services for the project.
3. Consultant will add brief screening and interventions for gambling addiction to its battery
of assessments for each patient encounter and will share any tools, forms, etc. with other
health care providers in Rohnert Park.
4. Consultant will provide an annual report on its services, including numbers referred,
screened, assessed, and treated in different programs annually. The annual report will
also provide an updated list of staff currently assigned to the project. The annual report
shall be submitted to the City’s Program Manager by or before July 31 following the end
of each fiscal year.
Exhibit B
OAK #4832-0705-4031 v1
EXHIBIT B
Costs and Compensation
1. The City will pay Consultant for the costs associated with ongoing assessment, screening,
referral, and treatment services called for by this Agreement (“Ongoing Services”), as
well as outreach and education (“Marketing”) costs associated with Consultant’s
gambling addiction recovery program. The actual amount to be paid to Consultant for
Ongoing Services and program marketing on a yearly basis shall be determined at the
sole discretion of the City, and will be based on funding that is available to and received
by the City. The City anticipates being able to allocate approximately $130,000 per fiscal
year for Ongoing Services, inclusive of administrative costs, and $10,000 per fiscal year
for program Marketing costs.
City will advise Consultant in writing of the maximum amount to be paid to Consultant
for Ongoing Services for the fiscal year in June, prior to the start of the fiscal year. The
administrative costs associated with providing Ongoing Services shall not exceed 20% of
the total cost of Ongoing Services provided by Consultant. Marketing costs shall not
incur an administrative cost.
As used herein, “administrative costs” shall mean all costs incurred by Consultant that are
not directly incurred as a result of assessment, screening, referral, and treatment services
called for by this Agreement.
2. Payments for Ongoing Services provided for in Section 4 of the Agreement, will be made
on a monthly basis upon receipt and approval of invoices by the Project Manager.
Invoices shall detail any and all expenses and costs, including administrative costs,
associated with the Ongoing Services performed and reflect the hourly rate charged for
any services.
Furthermore, a description of costs charged for Marketing purposes will be provided on
each invoice. The description, will include at minimum, a summary of outreach and
education activities performed as well as the estimated number of consumers reached by
the outreach and education activities.
The city shall issue payment within 30 days of receipt and approval of each invoice.
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OAK #4832-0705-4031 v1
EXHIBIT B
Staffing and Rates
Consultant will assign one or more staff with the appropriate professional credentials for
treatment services. Hourly rates will be consistent with norms for such professionals in Sonoma
County, reviewed and approved annually with the City, and reflected in the invoices. Rates for
the first year of services will be:
• Psychologist: $68.79/hour
• Marriage and Family Therapist: $57.93/hour
• Licensed Clinical Social Worker: $41.00/hour
Exhibit C
OAK #4832-0705-4031 v1
EXHIBIT C
INSURANCE REQUIREMENTS for Consultant Services Agreement
Consultant shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the work hereunder by the Consultant, its agents,
representatives, or employees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering
CGL on an “occurrence” basis, including products and completed operations, property
damage, bodily injury and personal & advertising injury with limits no less than
$1,000,000 per occurrence. If a general aggregate limit applies, either the general
aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or
the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code
1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned),
with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory
Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per
accident for bodily injury or disease. (Not required if consultant provides written
verification it has no employees)
4. Professional Liability (Errors and Omissions) Insurance appropriates to the
Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate.
If the Consultant maintains broader coverage and/or higher limits than the minimums
shown above, the City requires and shall be entitled to the broader coverage and/or the
higher limits maintained by the Consultant. Any available insurance proceeds in excess
of the specified minimum limits of insurance and coverage shall be available to the City.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional
insureds on the CGL policy with respect to liability arising out of work or operations
performed by or on behalf of the Consultant including materials, parts, or equipment
furnished in connection with such work or operations. General liability coverage can be
Exhibit C
OAK #4832-0705-4031 v1
provided in the form of an endorsement to the Consultant’s insurance (at least as broad
as ISO Form CG 20 10 11 85, or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG
20 37 forms, if later revisions used).
Primary Coverage
For any claims related to this contract, the Consultant’s insurance coverage shall be
primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 with
respect to the City, its officers, officials, employees, and volunteers. Any insurance or
self-insurance maintained by the City, its officers, officials, employees, or volunteers
shall be excess of the Consultant’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled,
except with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer
of said Consultant may acquire against the City by virtue of the payment of any loss
under such insurance. Consultant agrees to obtain any endorsement that may be
necessary to effect this waiver of subrogation, but this provision applies regardless of
whether or not the City has received a waiver of subrogation endorsement from the
insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may
require the Consultant to provide proof of ability to pay losses and related
investigations, claim administration, and defense expenses within the retention. The
policy language shall provide, or be endorsed to provide, that the self-insured retention
may be satisfied by either the named insured or City.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with
a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the
City.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or
the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a Retroactive Date prior to the contract effective date, the Consultant
Exhibit C
OAK #4832-0705-4031 v1
must purchase “extended reporting” coverage for a minimum of five (5) years after
completion of contract work.
Verification of Coverage
Consultant shall furnish the City with original Certificates of Insurance including all
required amendatory endorsements (or copies of the applicable policy language
effecting coverage required by this clause) and a copy of the Declarations and
Endorsement Page of the CGL policy listing all policy endorsements to City before
work begins. However, failure to obtain the required documents prior to the work
beginning shall not waive the Consultant’s obligation to provide them. The City
reserves the right to require complete, certified copies of all required insurance policies,
including endorsements required by these specifications, at any time.
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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