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CS Goldenaires Senior Citizens OrganizationAGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND THE SAN RAFAEL GOLDENAIRES SENIOR CITIZENS ORGANIZATION THIS AGREEMENT is made and entered into this 1st day of January, 2019 by and between the CITY OF SAN RAFAEL, hereinafter referred to as "CITY" and the SAN RAFAEL GOLDENAIRES SENIOR CITIZENS ORGANIZATION a 501(c)(3) Non-Profit Organization, hereinafter referred to as "GOLDENAIRES". RECITALS WHEREAS, GOLDENAIRES is a self-gove1ning, non-profit organization with elected officers and members; and WHEREAS, CITY and GOLDENAIRES are mutually desirous of providing recreational programs and services for the public 62 years of age and older (hereafter "Senior Adults") of San Rafael; and WHEREAS, CITY and GOLDENAIRES have bee~ in an Agreement for the use of the San Rafael Community Center (hereafter "CENTER") in exchange for program services, space rental and shared personnel costs since 197 5; and WHEREAS, on March 5, 2007, CITY and GOLDENAIRES entered into a five-year agreement in which GOLDENAIRES paid CITY 50% of a Senior Recreation Supervisor salary to assist in the planning, development, promotion and production of Senior Adult programs; and WHEREAS, on April 3, 2013, CITY and GOLDENAIRES entered into a subsequent five-year agreement in which GOLDENAIRES agreed to contract for all personnel services directly rather than through CITY; and to continue to provide public programs for Senior Adults at the CENTER; and WHEREAS, on May 2, 2018, CITY and GOLDENAIRES amended the agreement to include an additional five-year term; and WHEREAS, CITY and GOLDENAIRES propose to return to the model set forth in the 2007 agreement, in which GOLDENAIRES pays for a portion of CITY' s staff time to support Senior Adult programs; and WHEREAS, CITY wishes to extend free use of the CENTER facilities for such programs weekdays, and rental space for GOLDENAIRES administrative offices; and 1 uRiGINA WHEREAS, CITY will make available CENTER facilities on evenings, weekends and holidays for GOLDENAIRES activities, at the non-profit organization rental rate; NOW, THEREFORE, the CITY and GOLDENAIRES hereby agree as follows: AGREEMENT Section 1. The San Rafael Community Center. The CENTER is a CITY-owned facility located at 618 B Street, San Rafael, containing an auditorium, kitchen, clubrooms 1-5, lounge, garden, lobby, storage, restrooms and common areas. Section 2. Duties and Responsibilities of CITY. 2.1 CITY shall provide GOLDENAIRES with access to CENTER facilities free of charge on a schedule determined by mutual agreement for the purposes of providing programs, services, activities and events for Senior Adults. Scheduling of CENTER facilities shall be reviewed on an annual basis and shall be determined every September for the subsequent year. 2.2 CITY shall provide GOLDENAIRES with access to CENTER facilities for after-hour events Monday-Friday after 5pm, Saturdays, Sundays, and holidays based on the schedule provided in Exhibit A. For events detailed in Exhibit A, GOLDEN AIRES shall pay CITY for the service of facility attendants, per the CENTER's adopted fee schedule. For after-hour events beyond those detailed in Exhibit A, reservations shall be made up to one year in advance and are subject to all rental policies, procedures and fees at the CENTER' s non-profit rental rate. 2.3 CITY shall recruit, hire, train and supervise the services of a Program Coordinator to provide part-time assistance in the planning, development, promotion and production of Senior Adult programs, services, activities and events. The scope of services provided to the GOLDENAIRES by the Program Coordinator shall be agreed upon by all parties and reviewed on an as needed basis, but no less than once a year. All personnel assigned as staff to the GOLDENAIRES programs shall be employees of the CITY and, as such, shall be completely under the direction, control and responsibility of the CITY. 2.4 CITY has sole management responsibility and supervision of the CENTER and all programs conducted therein. 2 2.4 CITY shall be responsible for providing all equipment, furnishings, materials, supplies and personnel necessary for the management and operation of the CENTER. 2.5 CITY employees shall be on site during all GOLDENAIRES programs, activities, events and office hours. 2.6 CITY shall provide custodial services, maintenance, computers and utilities to GOLDENAIRES, at no cost to GOLDENAIRES. Section 3. Duties and Responsibilities of GOLDENAIRES. 3 .1 GOLDEN AIRES shall operate as a self-governing, non-profit organization with elected officers and members, shall be responsible for the planning, organization and operation of programs, services, activities and events for Senior Adults at the CENTER. 3.2 GOLDENAIRES membership is open to all persons sixty-two (62) years of age and older, regardless of gender, creed, religion, race , residency, physical ability, or national origin 3.3 GOLDENAIRES shall offer a variety of opportunities for Senior Adults to participate in recreational, cultural, educational, social and community programs, services, activities and events. 3.4 GOLDENAIRES shall consult and coordinate with designated CITY staff regarding all matters concerning the organization and operation of the GOLDENAIRES program and services at the CENTER. 3 .5 GOLDENAIRES is responsible for providing volunteers or independent contractors for the production of programs, services and activities. All independent contractors assigned to the GOLDENAIRES programs shall be under the sole direction, control, liability and responsibility of the GOLDENAIRES. 3.6 GOLDENAIRES shall, at its sole cost, provide independent supplies, materials, equipment and all consumable materials necessary for the conduct of GOLDENAIRES programs, services, activities and events. 3.7 Equipment and furnishings purchased by the GOLDENAIRES for use at the CENTER shall become permanent property of the CENTER and shall be shared with other individuals, groups and organizations utilizing the CENTER for recreational and other leisure time activities, with permission of the GOLDENAIRES. 3 3.8 GOLDENAIRES shall abide by and follow all policies, procedures, rules and regulations set forth by the CITY for the administration and operation of the CENTER. 3.9 GOLDENAIRES shall contribute monthly, as described in section 4 below, a pro-rated dollar amount to the City to compensate for the Program Coordinator position to provide part-time assistance in the planning, development, promotion and production of Senior Adult programs, services, activities and events sponsored on by the GOLDENAIRES. Section 4. Compensation. GOLDENAIRES agree to pay CITY 42% of a Program Coordinator salary and benefits, for the term of this AGREEMENT. The payment shall be $4,000 per month, or $48,000 annually, for the first year of the AGREEMENT. Payment shall be made on the first of each month, commencing January 1, 2019. If the parties extend this Agreement pursuant to Section 6, this payment shall be adjusted to reflect any subsequent wage increases in the Program Coordinator job classification. Section 5. Reports and Audits. GOLDENAIRES shall submit to CITY a copy of GOLDENAIRES' annual financial statement regarding the operation of the organization. GOLDENAIRES shall conduct a full audit of its operations not less frequently than annually, and upon completion of such audit GOLDENAIRES shall provide CITY with a copy of same. Upon reasonable notice, GOLDENAIRES shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by GOLDEN AIRES in connection with its performance of its duties under this Agreement. GOLDENAIRES shall fully cooperate with CITY or its agent in any such audit or inspection. Section 6. Term. This Agreement shall commence on the date written above and shall expire on December 31, 2019. This Agreement may be extended for four ( 4) additional one ( 1) year terms based on mutual satisfaction and agreement to terms. Section 7. Termination of AGREEMENT. a) Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. 4 b) Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. c) Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. d) Return of Documents. Upon termination, any and all CITY documents or materials provided to GOLDENAIRES and any and all ofGOLDENAIRES's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. It shall be understood and agreed that anytime the GOLDENAIRES dissolves as a whole, all funds and equipment accrued by the organization shall be donated free of charge to the CITY for Community Services Department use. Section 8. Indemnification. 8.1 GOLDENAIRES shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers ( collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, ( collectively "CLAIMS"), arising out of GOLDEN AIRES' s performance of its obligations or conduct of its operations under this Agreement. The GOLDENAIRES 's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the GOLDENAIRES 's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the GOLDENAIRES 's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the GOLDENAIRES' s indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from GOLDENAIRES' S performance of or operations under this Agreement, GOLDENAIRES shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. 5 8.2 The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 9. Insurance. 9.1 Scope of Coverage. During the term of this AGREEMENT, GOLDENAIRES shall maintain, at no expense to CITY, the following insurance policies: a) A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. b) An automobile liability ( owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. c) If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the GOLDENAIRES's performance of services under this Agreement. Where GOLDENAIRES is a professional not required to have a professional license, CITY reserves the right to require GOLDENAIRES to provide professional liability insurance pursuant to this section. d) If it employs any person, GOLDENAIRES shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. GOLDENAIRES's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. 9 .2 Other Insurance Requirements. The insurance coverage required of the GOLDENAIRES in this section, shall also meet the following requirements: a) Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 6 b) The additional insured coverage under GOLDENAIRES 's insurance policies shall be "primary and non contributory" with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self- insurance coverage for any contribution. The "primary and noncontributory" coverage in GOLDENAIRES's policies shall be at least as broad as ISO form CG20 01 04 13. c) Except for professional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. d) By execution of this Agreement, GOLDENAIRES hereby grants to CITY a waiver of any right to subrogation which any insurer of GOLDEN AIRES may acquire against CITY by virtue of the payment of any loss under such insurance. GOLDENAIRES agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. e) If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. f) The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. g) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named . insured. h) It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the GOLDENAIRES under this agreement. 7 i) The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the tenns and conditions of said insurance policies except upon ten (10) days written notice to the CITY's Director of Community Services. 9.3 Deductibles and SIR's. Any deductibles or self-insured retentions in GOLDENAIRES' insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits ofliability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self- insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or GOLDENAIRES shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 9 .4 Proof of Insurance. GOLDEN AIRES shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from GOLDENAIRES. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. Section 10. Possessory Interest. GOLDENAIRES recognizes and understands that this AGREEMENT may create a Possessory interest subject to property taxation and that GOLDENAIRES may be subject to the payment of property taxes levied on such interest. Section 11. Independent Contractor. It is understood and agreed that GOLDENAIRES, its employees, agents and volunteers, in performance of the duties and obligations under this AGREEMENT, shall act as and shall be an independent contractor and not an agent or employee of the CITY. As such, GOLDENAIRES, its employees, agents and volunteers shall obtain no rights or benefits, which accrue to CITY employees. GOLDENAIRES expressly waives any claims it, its employees, agents or volunteers may have to any such rights or benefits. 8 Section 12. Assignment: No Third Party Beneficiaries. 12.1 GOLDENAIRES shall not assign or transfer any interest in this AGREEMENT, nor its duties and obligations under this AGREEMENT, without the prior written consent of CITY, and any attempt by GOLDENAIRES to so assign this AGREEMENT, or any rights, duties or obligations arising hereunder, shall be void and of no effect. 12.2 Neither paiiy shall assign or transfer its rights to enforce any part of this AGREEMENT. The obligation of CITY and the obligations of the GOLDENAIRES stated in this AGREEMENT are not intended to, and do not, create any rights to any other person or entity which such person or entity would not otherwise have in the absence of this AGREEMENT. Section 13: Compliance With All Laws & Non-discrimination. GOLDENAIRES shall comply with all applicable laws, ordinances, codes and regulations of the State, Federal and local governments in the performance of its duties and obligations under this Agreement. GOLDENAIRES shall not discriminate, in any way against any person on the basis of age, sex, race, color, creed, or national origin in connection with or related to the performance of this AGREEMENT. GOLDENAIRES shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. Section 14. Authority. 14 .1 Each party represents that it has duly approved the signing of this AGREEMENT and has duly authorized the person named below to sign this AGREEMENT on its behalf in accordance with applicable law. Each such named person personally warrants that he/she has such approval and authority. 14.2 Minor variations in the provision of services pursuant to this AGREEMENT may be made with written concurrence by CITY's Community Services Director and GOLDENAIRES. With this exception, this AGREEMENT may only be modified by a written amendment executed by the parties to this AGREEMENT. Section 15. Waiver. 9 GOLDEN AIRES understands and agrees that waiver by the CITY of any breach or violation of any term or condition of this AGREEMENT shall not be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or violation of the same or any other term or condition. The acceptance by the CITY of the performance of any duty or obligation by GOLDENAIRES shall not be deemed to be a waiver of any term or condition of this AGREEMENT. Section 16. Notices. All notices and other communications required or permitted to be given under this AGREEMENT shall be in writing and shall be personally served or mailed, postage prepaid, addressed to the responsive parties as follows: To CITY: To GOLDENAIRES: CITY of San Rafael, Attn: Community Services Director P.O. Box 151560 San Rafael, CA 94915-1560 San Rafael GOLDENAIRES 618 B Street San Rafael, CA 94901 Notice shall be deemed effective on the date personally delivered or, if mailed, upon deposit in the mail. Section 1 7. Whole Agreement. a) The te1ms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. b) This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the GOLDENAIRES and the CITY. c) No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. d) The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the GOLDENAIRES and the CITY. 10 e) If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. Section 18. Set-Off Against Debts. GOLDENAIRES agrees that CITY may deduct from any payment due to GOLDENAIRES under this Agreement, any monies which GOLDENAIRES owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. Section 19. Attmney's Fees. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the perfmmance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. Section 20. Survival of Terms. Any terms of this Agreement that by their nature extend beyond the term ( or termination) of this Agreement shall remain in effect until fulfilled, and shall apply to both Parties' respective successors and assigns. Section 21. Applicable Law. The laws of the State of California shall govern this Agreement. Section 22. Counterparts and Electronic Signature. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. 11 CITY OF SAN RAFAEL SAN RAFAEL GOLDEN AIRES JI President, Board of Directors ATTEST: ~'f)(~ LINDSAY LARA, City Clerk OFORM: ~ 12 Exhibit A Goldenaires Special Event Calendar Per Section 2.2 of the Agreement between the City of San Rafael and the San Rafael Goldenaires Seniors Citizens Organization, the GOLDENAIRES shall have access to San Rafael Community Center facilities for the following events that are Monday-Friday after 5pm, Saturdays, Sundays, and holidays: 1. One ( 1) Sunday dance per month, from 1 :00pm to 5 :30pm; 2. Three (3) Monday nights per year for Bingo, from 2pm to 10:30pm; 3. One (1) Friday evening for the Holiday Gala, from 12:30pm to 10:00pm; 4. Annual Craft Fair with set up from 1 :00pm to 6:00pm on a Friday and 7:30am to 7:30pm on the subsequent Saturday. For the above events, GOLDENAIRES shall pay CITY for the service of facility attendants, per the CENTER's adopted fee schedule. For after-hour events beyond those detailed above, reservations shall be made up to one year in advance and are subject to all rental policies, procedures and fees at the CENTER's non-profit rental rate. CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Community Services Project Manager: Catherine Quffa Extension: 3078 Contractor Name: Goldenaires Contractor's Contact: (415) 485 -3348 Contact's Email: N/A □ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to □ enter a elate. b. Email contract (in Word) and attachments to City 11/27/2018 ~CGQ Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 12/2/2018 and return to Project Manager crt here to b. Confirm insurance requirements, create Job on \b ~ ,,t elate. PINS, send PINS insurance notice to contractor. I 3 Department Director Approval of final agreement form to send to contractor 4 Project Manager Forward three (3) originals of final agreement to 12/14/2018 ~CGQ contractor for their signature 5 Project Manager When necessary, contractor-signed agreement ~ N/A agendized for City Council approval * *City Council approval required for Professional Services □ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 47-/ 1-:r /re; e&O Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed u ,ih~ V\ agreement 8 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City co·uncil official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager ,1 Wit\