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HomeMy WebLinkAboutStaff Report 133-10City of Palo Alto City Manager's Report FROM: CITY MANAGER DEPARTMENT: COMMUNITY SERVICES DATE: FEBRUARY 8, 2010 CMR:· 133:10 REPORT TYPE: CONSENT SUBJECT: APPROVAL OF A PUBLIC/PRIVATE PARTNERSHIP JOINT VENTURE AGREEMENT BETWEEN THE CITY OF PALO ALTO AND THE CARDIAC THERAPY FOUNDATION CONCERNING THE USE OF GYMNASIUM FACILITIES AND ASSOCIATED FEES FOR FACILITY USE AT CUBBERLEY COMMUNITY CENTER FOR JOINTLY SUPPORTED CARDIAC THERAPY PROGRAMS RECOMMENDATION Staff recommends that the City Council authorize the City Manager to execute the attached Short Fonn Agreement for Revenue Contract (Attachment A) as a Joint Venture partnership between the City of Palo Alto and the Cardiac Therapy Foundation of the Mid-Peninsula, Inc. (CTF). The purpose of this Joint Venture is to continue to provide essential classes, programs and services related to the Cardiac Therapy Foundation program at the Cubberley Community Center for the benefit of resident and non-resident doctor-referred participants having cardiovascular disease and other medically-related conditions. BACKGROUND For almost 40 years, the Cardiac Therapy Foundation of the Mid-Peninsula has been serving adults with cardiovascular disease or diabetes. CTF is the only non-hospital based program on the Peninsula that provides these kinds of therapeutic and educational services for persons who are at risk for heart attacks. In December 2001, the City and Palo Alto Unified School District (PAUSD) entered into a property exchange agreement (Exchange) whereby the City obtained title to eight-acres of the Cubberley site in exchange for the City'S release of its interest in the Tennan Community Center site to PAUSD. CTF sub-leased office and program space through the Jewish Community Center (JCC) at the Tennan Community Center site before moving, along with the JCC, to the . Cubberley Community Center when Tennan was converted back to a public middle school in 2003. In September 2009, the JCC relocated from Cubberley to its new campus on Fabian Way. Cardiac Therapy expressed its desire to remain at the Cubberley Community Center because of the suitability of facilities and because the City could offer availability of gym space at times that would continue current therapy classes and programs. DISCUSSION CMR: 133:10 Page 1 of3 The Community Services Department values the services Cardiac Therapy Foundation has provided our community since 1970. The program has over 200 regular participants that exercise weekly at the Cubberley Community Center under the supervision of doctors and a skilled nursing staff. In addition to the many health benefits this program provides, it also serves a very positive social benefit, which is almost as important for the participants as the physical benefits. Each participant shares a common challenge that bonds them in a special way. This bond helps motivate members to keep healthy through physical activity. Countless friendships have developed over the 40 years improving the quality of life for thousands of people. This in part is because the CTF program is not in a hospital setting but rather in a community center making it much more appealing for many of the participants. The Community Services Department has been a longtime supporter of the Cardiac Therapy Foundation and its programs. It is the desire of City staff to ensure the Cardiac Therapy Program continues to serve individuals that have suffered from cardiovascular disease and other medically-related conditions in Palo Alto at the Cubberley Community Center. The agreement is consistent with the provisions in the Public/Private Partnership Policy (Attachment B). The Joint Venture option in the Public/Private Partnership Policy is applied as CTF is an independent non-profit organization that offers much needed and appreciated services for the senior population in Palo Alto. In return the City provides CTF with gym space during low demand hours at a reduced rate. RESOURCE IMPACT Annual revenue from CTF would total $28,284.00 for the long-term use of low demand gymnasium space during weekday, morning hours at the Cubberley Community Center. ENVIRONMENTAL REVIEW Approval of the Joint Venture does not require review under the California Environmental Quality Act (CEQA), as such action does not meet the definition of "project" pursuant to California Public Resources Code Section 21065. ATTACHMENTS Attachment A: Short Form Agreement for Revenue Contracts Exhibit A: Scope of Services Exhibit B: General Conditions Exhibit C: Insurance Requirements Exhibit D: Non-Discrimination Exhibit E: Gym Use and Allocation Policy Attachment B: PUblic~ershiP Policy /7/: PREPARED BY: ~ d' :g-,--­ ROBERT DE GEUS Division Manager, Recreation and Golf Division CMR: 211:06 Page 2 of3 DEPARTMENTHEAD: __ ---:::.... /J-""/-~-_/"_/-,-~~-f-;,-C-=~~----~c?nEWS~ Interim Director, Community Services Department CITYMANAGERAPPROVAL:~~-~ .~~ City Manager CMR: 211:06 Page 3 of3 Attachment A .' See next page for Forms and Instructions: PURCHASING GUIDE -ApPENDIX L 0073275 t; ( ! ; I '\ PAGE 1 0'+ ) '. THIS AGREEMENT IS MADE AND ENTERED INTO ON , 2010, BY AND BETWEEN THE CITY OF PALO ALTO (the "CITY") AND THE CARDIAC THERAPY FOUNDATION OF THE MJDPENINSULA, INC. ("CONTRACTOR"), 4000 Middlefield Road, Suite G-8, Palo Alto, CA 94303-4739;. (650) 494-1300;. IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES HERETO AGREE AS FOLLOWS: • CONTRACTOR SHALL PROVIDE OR FURNISH THE SERVICES AS SPECIFIED IN THE EXHIBITS IDENTIFIED BELOW: • EXHIBITS: THE FOLLOWING EXHIBITS ARE HEREBY ATTACHED AND MADE PART OF THIS AGREEMENT: AGREEMENT IS NOT COMPLETE UNLESS ALL EXHIBITS ARE ATTACHED A. Scope of Services B. General Conditions C. Insurance Requirements D. Certificate of Nondiscrimination- E. Gym Use and Allocation Policy F. Will Contractor be working with minors? Yes_ No _X_ If YES, include Eligible to Hire form and proof of negative TB test. • TERM: THE SERVICES FURNISHED UNDER THIS AGREEMENT SHALL COMMENCE ON OCTOBER 1, 2009 AND SHALL BE COMPLETED ON OR BEFORE SEPTEMBER 30,2010. • COMPENSATION FOR THE FULL PERFORMANCE OF THIS AGREEMENT AND THE PROVISION OF FACILITIES AND SERVICES: CONTRACTOR SHALL PAY CITY: a sum not to exceed Twenty Three Thousand, One Hundred dollars ($23,100) per year, payable monthly at the rate of One Thousand Nine Hundred Twenty-Five dollars ($1925.00) within five (5) business days after the beginning of each month within the above Term. • PAYMENT RECORD (DEPARTMENT USE PAGE 3) • CITY ACCOUNT NUMBER: COST CENTER GLACCT PROJECT IINTERNAL ORDER PHASE NO. DOLLAR AMOUNT • GENERAL TERMS AND CONDITIONS ARE INCLUDED ON ALL PAGES OF THIS AGREEMENT. HOLD HARMLESS. CONTRACTOR shall indemnify, defend and hold harmless the CITY, its Council Members, officers, employees, and agents from any and all demands, claims or liability of any nature, including wrongful death, caused by or arising out of CONTRACTOR'S, its officers', directors', employees' or agents' negligent acts, errors, or omissions, or willful misconduct, or conduct for which the law imposes strict liability on CONTRACTOR in ~ the performance of or failure to perform this Agreement by CONTRACTOR. i EJI,'TIRE AGREEMENT. This Agreement and the_exhibits represent the entire Agreement between the parties with respect to the services that are the i : subject of this Agreement. All prior agreements, representations, statements, negotiations and undertakings whether oral or written are superseded herebY'~' -\ \ PURCHASING GUIDE -ApPENDIX L 0073275 PAGE 2 OF 4 ! \ THIS AGREEMENT SHALL BECOME EFFECTIVE UPON ITS APPROVAL AND EXECUTION BY THE CITY. IN WITNESS THEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT THE DAY, MONTH, AND YEAR FIRST WRITTEN ABOVE. • PROJECT MANAGER AND ~ATIVE FOR THE CITY ~"~--. ...., ~ ... NAME Shia Geminder // -rl-' , DEPT Recreation P.O, BOX 10250 PALO ALTO, CA 94303 Telephone 650-329-2639 CONTRACTOR ~.Jt4 X't: $v2 SOCIAL SECURITY ,c//Y tJJ'< LZ/,;,f OR I.R.S. NUMBER U -/(C. • PAYMENTS SEND ALL PAYMENTS TO THE CITY, ATTN: PROJECT MANAGER • CITY 0 F P ALO ALTO APPROVALS: (ROUTE FOR SIGNATURES ACCORDING TO NUMBERS IN APPROVAL BOXES BELOW) CITY DEPARTMENT Funds Have Been ,. I>x ~'/'/' ...-----l>ludgeted .' c. '-r~ (I APPROVAL OVER $25,000 CITY OF PALO ALTO BY: __ --==:-:-:-==:=-:-___ _ CITY ATTORNEY PURCHASING GUIDE -ApPENDIX L 0073275 PURCHASING & CONTRACT ADMINISTRATION INSURANCE RE~8t.M1 (2) ATTEST: BY:_----=--:-:-:-=,--__ _ MAYOR APPROVAL OVER $25 000 CITY CLERK f; I, , . \ PAGE 3 o~~ . , \ 1 CITY OF PALO ALTO GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. This Agreement consists of and includes the terms and conditions in the pages of this Short Form Agreement for Revenue Contracts and any exhibits referenced herein. B. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. C. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment between the CITY and CONTRACTOR. At all times CONRACTOR shall be deemed to be an independent contractor and CONTRACTOR is riot authorized to bind the CITY to any contracts or other obligations. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of the CITY. D. INSURANCE. CONTRACTOR agrees to provide the insurance specified in the "Insurance Requirements" form, attached hereto as Exhibit C, or such other insurance as is acceptable to the CITY as evidenced by a Certificate of Liability Insurance provided by CONTRACTOR's insurance carrier or broker. In the event CONTRACTOR is unable to secure a policy endorsement naming the City of Palo Alto as an additional insured under any comprehensive general liabil ity or comprehensive automobile policy or policies, CONTRACTOR shall at a minimum, and subject only to the written approval of the CITY's Risk Manager or designee, cause each such insurance policy obtained by it to contain an endorsement, providing that the insurer waives all right of recovery by way of subrogation against the CITY, its officers, agents, and employees in connection with any damage, claim, liability personal injury, or wrongful death covered by any such policy that is the sole fault of CONTRACTOR or its directors, officers, employees or agents. Each such policy obtained by CONTRACTOR shall contain an endorsement requiring thirty (30) days' prior written notice from the insurer to the CITY before cancellation or reduction in the coverage or limits of such policy shall become effective. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the CITY's Risk Manager, together with evidence of payment of premiums, to the CITY at the commencement of this Agreement, and upon the renewal of the policy, or policies, not later than twenty (20) days before the expiration of the terms of any such policy. E. TERMINA nON/SUSPENSION. The City Manager may suspend the performance of this Agreement, in whole or in part, or terminate this Agreement, by giving thirty (30) days' prior written notice thereof to CONTRACTOR, but any such notice will be given only for an uncured breach of any material obligation hereunder by CONTRACTOR, after a commercially reasonable time has been provided to CONTRACTOR to cure such breach following written notification thereof to CONTRACTOR. Except as provided in Exhibit B, at least six (6) months' notice will be provided by the CITY for any change of schedule or space availability for morning (non-prime time) classes and programs, provided further, however, that no change in evening (prime time) or morning (non-prime time) scheduling can be made by the CITY during the term of the Agreement. The CITY does not guarantee to provide CONTRACTOR with any notice beyond any notice that is provided for the regular annual space allotment for evening (prime-time) classes and programs. Upon receipt of such notice, CONTRACTOR shall discontinue its performance as of the date of scheduling change that complies with the above notification period and the compensation to the CITY as set forth herein shall be decreased in proportion to the reduction in CONTRACTOR's prime-time and/or non-prime time scheduling. The rights of the CITY under this section to suspend or terminate this Agreement shall be in addition to any and all rights or remedies the CITY may have available to it under the law, in the case ofa breach of this Agreement by CONTRACTOR. F. ASSIGNMENT. This Agreement shall not be assigned or transferred without the written consent of the CITY, acting in its sole discretion. No changes or variations of any kind are authorized without the written consent of the City Manager or his or her designee. G. AUDITS. CONTRACTOR agrees to permit the CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONTRACTOR'S records pertaining to matters covered by this Agreement. CONTRACTOR further agrees to maintain such records for at least three (3) years after the term of this Agreement has expired or is terminated. PURCHASING GUIDE -ApPENDIX L 0073275 H. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by the CITY shall operate as a waiver on the part ofihe CITY of any of its rights under this Agreement. I. CITY'S PROPERTY. Title to the CITY's property, if any, that are furnished to CONTRACTOR shall remain in the CITY. CONTRACTOR shall not alter or use any such property for any purpose, other than as specified by the CITY, or for any other person without the prior written consent of the CITY. CONTRACTOR shall store, protect, preserve, repair and maintain such property in accordance with sound professional practice, all at CONTRACTOR's sole cost and expense. J. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement on account of the race, color, national origin, age, ancestry, religion, sex or other specified attributes or characteristics of such person. CONTRACTOR agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing and slgnmg the Certificate of Nondiscrimination, attached hereto as Exhibit D. K. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the California Labor Code, which may require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and certifies that it will comply with such provisions before commencing the performance of the work of this Agreement. L. PRICE TERMS. Extra charges, invoices and payment. No extra charges of any kind will be allowed, unless they are specifically agreed to, in writing, by the CITY, except as required by the CITY's Municipal Fee Schedule or other applicable laws. All state and federal excise, sales and use taxes shall be stated separately on the invoices. M. SCHEDULES OR DELIVERY. Time is of the essence of this Agreement. CONTRACTOR agrees to comply with the specific schedule provided by the CITY or agreed upon herein without delay and without anticipating the CITY'S requirements. CONTRACTOR also agrees not to make material commitments or schedul ing arrangements in excess of the required amount or in advance of the time necessary to meet the schedule(s) of this Agreement, if any. ~' PAGE 4 0' 4 \I)~ " EXHIBIT A -SCOPE OF SERVICES CONTRACTOR SHALL: As a formally declared "joint venture" partner of the CITY, CONTRACTOR shall provide classes, programs and services related to its program for the benefit of resident and non-resident doctor­ referred participants having cardiovascular disease and other medically-related conditions. In the provision of these therapeutic services, CONTRACTOR shall: (1) Abide by the policies/procedures established by the CITY and the CITY'S Recreation Division of the Department of Community Services for the use of the CITY's facilities, equipment, furniture, and other Gym A elements. These shall include, but are not limited to, the City of Palo Alto Injury and Prevention program, Operations Manual, Safety Procedures and Guidelines, and Building Emergency Procedures. (2) Obtain, supervise, and pay all necessary related fees for the services of all professional assistance needed to produce such programs operated by it. (3) Pay all fees and costs for materials, supplies and other fees and expenses connected with said programs. (4) Collect from program participants fees set by CONTRACTOR for all services rendered by it. CONTRACTOR shall set its own fee schedule and shall provide the CITY with a copy of its program and class fee schedule. (5) Be solely responsible for the control and supervision of all program activities and personnel connected therewith and shall notify all personnel of their obligations and responsibilities pertaining to their program area. CONTRACTOR will have primary responsibility for building security when CONTRACTOR is occupying the CITY's facilities. (6) Accommodate other uses of the Gym facility, including, but not limited to, Gym A and the lobby during periods of non-use of the programs. The ·CITY shall notify CONTRACTOR of such other uses. CONTRACTOR shall provide persoimel for any moving of CONTRACTOR'S equipment. (7) Also designate as its Project Director or his/her designee (the "Project Director") for the term or duration of this Agreement an employee or subcontractor to manage or supervise on behalf of CONTRACTOR, including production, and served as CONTRACTOR'S liaison with the CITY's Project Manager or his/her designee (the "Project Manager") in all matters relating to the CITY in any manner. (8) Exercise safe practices in the use of the CITY's facilities and equipment, maintain and clear work areas, and within 24 hours of an incident, report in a form to be provided by the CITY, such information regarding the incident. Immediately report to the Project Manager on the same form any breakage, malfunction, deterioration or loss of any of the CITY'S resources. CONTRACTOR shall not attempt to repair any of the CITY's equipment used by CONTRACTOR in accordance with this Agreement. CONTRACTOR shall immediately discontinue any activity whenever an unsafe or dangerous condition is deemed to exist. CONTRACTOR shall train and supervise its staff and volunteers on safe practices and adhere to the CITY'S safety procedures and guidelines. If, in the opinion of any duly authorized CITY employee, CONTRACTOR is conducting an activity in "an unsafe manner, CONTRACTOR or its agents shall be informed and shall immediately discontinue such activity until such activity is able to be conducted in a safe manner approved by the CITY's staff .. 0073276 (9) Promote and publicize all of its programs, and shall print in all publicity, including, but not limited to, publications, mailings, flyers, posters, brochures, programs, and paid or public service advertising, the statement, "In cooperation with the City of Palo Alto Community Services Department." In conformance with the Americans with Disabilities Act of 1990 (ADA) guidelines and requirements, CONTRACTOR shall bear responsibility for providing appropriate auxiliary aids and services where they are necessary to achieve an equal opportunity to participate in and enjoy the benefits of classes and programs of CONTRACTOR under this Agreement. Newly printed programs shall include the following statement required by the ADA: "Persons with disabilities who require information on auxiliary aids or services in using City facilities, services, or programs or who would like information on the City's compliance with the Americans with Disabilities Act (ADA) of 1990, may contact: ADA Coordinator, City of Palo Alto, 650-329-2550 (Voice) or adacityofpaloaIto.org (Internet)." (10) Continue to exist as an independent, non-profit corporation under the laws of the United States and the State of California. Any changes in CONTRACTOR's Articles of Incorporation, By-Laws, or tax-exempt status shall be reported by CONTRACTOR immediately to the Project Manager. Not more than twenty-five percent (25%) of the persons serving on the governing board of CONTRACTOR may be interested persons. An "interested person" means any person currently being compensated by CONTRACTOR for services rendered to it, whether as a full or part-time employee, independent contactor or otherwise, but excluding any reasonable compensation paid to a director for services rendered in the capacity of a director. (11) Submit all new signs or displays to be located on the Cubberley premises to the Project Manager for approval. Inside the Gym, no display materials may be permanently placed by CONTRACTOR upon walls. A display may only be placed in a manner that all fasteners thereto can be removed at the time that any such display will be taken down. (12) Assure that Gym A, hallways and outdoor areas adjacent to the Gym will be cleared and clean, and that scenery, properties, and other program equipment will be disassembled and stored, to the Project Manager's satisfaction, within 30 minutes after the end of the last class of the day or in accordance with a time schedule mutually agreed upon by the parties' designated representatives. The Gym shall always be returned to its basic set-up as established by the Project Manager, unless there is a mutual understanding with the incoming group, which agrees to perform this duty, which has been approved by the Project Manager. (13) Leave all spaces clear, clean and orderly at the end of each use. The Gym and foyer are to be cleared of all materials, except Gym equipment, after each daily use. Trash and recycling are to be removed from all areas daily. Recyclables are to be put in the recycling carts near the trash dumpster and garbage and trash are to be put into the dumpster. CONTRACTOR is required to reduce waste, reuse and recycle per the CITY's Zero Waste Plan. Office space and hallways are to be kept continually clear, clean and orderly and neither space shall be used for the purpose of equipment storage. Materials may not be left or stored any place out-of-doors overnight or when unattended by CONTRACTOR personnel. (14) Enforce current regulations as established by the CITY with regard to any smoking, eating and drinking in the CITY's facilities. CONTRACTOR shall provide staff and/or volunteers, who will enforce such regulations. Smoking is not permitted inside any CITY facility. Except as may be permitted by applicable law, no person shall bring any animal into the Gym. This regulation shall not apply to service animals assisting individuals with disabilities or to animals in training to become service animals. CONTRACTOR shall clean up all food and drink containers daily after use. 0073276 2 (15) Observe all provisions of this Agreement when it is using the CITY's facilities, including· Gym A. This shall include cleaning the rooms, returning tables and chairs to their initial locations, and depositing all trash and recycling in the appropriate receptacles. (16) Comply with the CITY's TB test requirement for employees and volunteers of CONTRACTOR at any time the CITY's Risk Manager deems it necessary for minors. (17) Comply with the CITY's sound ordinance levels for any outdoor activities. (18) Pay Building Attendant fees as set forth in the Municipal Fee Schedule for any Attendants who may be required for the use of the CITY's facilities. All building use policies must be adhered to for any CITY facility use by CONTRACTOR. (19) In accordance with the terms of the CITY's Gym Use and Allocation Policy (Exhibit E), CONTRACTOR shall abide by the folIowing class schedule in Gym A (non-prime time use): Monday 7:00 am to 12:00 pm (Classes 7:30 am to 11:45 am) Tuesday 6:30 am to 8:30 am (Classes 7:00 am to 8:00 am) Wednesday 7:00 am to 12:00 pm (Classes 7:30 am to 11 :45 am) Thursday 6:30 am to 12:00 pm (Classes 7:00 am to 11 :45 am) Friday 7:00 am to 9:00 am (Classes 7:30 am to 8:30 am) Saturday 6:30 am to 8:30 am (Classes 7:00 am to 8:00am) In addition, in accordance with the terms of the CITY's Gym Use and Allocation Policy (Exhibit E) Gym A or other suitable facilities, as may be determined by the Project Manager and the Project Director, CONTRACTOR shall abide by the following class schedule in Gym A (prime-time use): Monday 5:00 pm to 7:00 pm (Classes 5:30 pm to 6:30 pm) Tuesday 5:00 pm to 7:00 pm (Classes 5:30 pm to 6:30 pm) Wednesday 5:00 pm to 7:00 pm (Classes 5:30 pm to 6:30 pm) Thursday 5:00 pm to 7:00 pm (Classes 5:30 pm to 6:30 pm) This schedule shall be inclusive of all time necessary to set-up and to take-down the equipment necessary to run the class or program and for necessary clean-up. The CITY anticipates CONTRACTOR may operate its classes and programs 52 weeks per year, If CONTRACTOR does not intend to use any of the CITY's facilities during any portion of the year, the Project Director shall inform the Program Manager of any planned vacation or other non-use period relating to the CITY facilities. . (20) Provide staff oversight for every class or program whenever the public is in attendance. CONTRACTOR shalI permit only persons who have been trained in medical emergency, safety and use procedures to supervise cardiac therapy programs. Staff must be available to assist participants under all circumstances and must be aware of and able to assist disabled persons. The Project Director must also be available to assist in emergency situations throughout the entire program until participants have left the premises. Staff must ensure that wheelchairs, walkers, etc. are not blocking any of the aisles or exits. (21) CONTRACTOR-owned materials will remain the property of CONTRACTOR, and shall be removed from Gym A at the conclusion of the program in which the materials and equipment are used. The Project Manager may, on a case-by-case basis, authorize exceptions, in writing, for that occasion only, except as may be otherwise stated. All office equipment and/or exercise equipment 0073276 3 purchased and owned by CONTRACTOR will remain the private property of CONTRACTOR, and the CITY assumes no responsibility or liability for the loss or maintenance of such materials. All equipment, instruments and any other materials rented, borrowed or owned by any subcontractor, agent or person for CONTRACTOR is the responsibility of CONTRACTOR and/or its subcontractors, and the CITY assumes no responsibility or liability for its maintenance or loss. (22) Be required to replace or have repaired by factory authorized technicians CITY -owned equipment or materials identified by the Project Manager as property that is lost, damaged or destroyed by an agent of CONTRACTOR while the same was in the possession of CONTRACTOR. A written report must be made by CONTRACTOR on a CITY form, whenever CITY equipment is lost, damaged, or destroyed by CONTRACTOR. (23) May use Gym facilities and equipment only for productions expressly covered under this Agreement. Exceptions may be considered by the Project Manager upon the receipt of CONTRACTOR's written request at least fifteen (15) days prior to the date needed and, if granted, will be approved, in writing, by the Project Manager. (24) Shall not in any way modify the CITY's facilities and may not install or attach anything in, to or on the CITY's facilities without having first submitted a written request to, and obtained the approval of, the Project Manager. Any violation shall result in CONTRACTOR being charged for all repairs necessary to restore the facility to its original condition and any additional costs pertaining to the restoration of the CITY's property. (25) Shall immediately report to the City of Palo Alto police any incidents of a criminal or suspicious nature occurring on the CITY's property and notify the Project Manager within 12 hours. If the initial notification is given verbally, then it must also be submitted, in writing, to the Project Manager on the form provided. (26) The doors to Gym A and foyer, as well as any other exterior access doors to any area of the Cubberley Gym, shall not be left open, unlocked or with the locking mechanism disabled at any time, when the immediate area secured by the door is unoccupied by CONTRACTOR. (27) Must fill out a CITY Report of AccidentIProperty Damage report for any and all accidents, injuries or property damage, if a CITY employee is not present to fill out the report. (28) Shall avoid the use of "disposables" containers and refrain from using Styrofoam™ and other plastic containers that are used for food/beverage service. Reusable food/beverage service ware should be utilized by CONTRACTOR to the maximum extent practicable. Where a reusable food/beverage service option is not available, CONTRACTOR shall choose items that are recyclable. (29) CONTRACTOR shall comply with all applicable federal, state and local laws at all times during the term of this Agreement. . 0073276 4 EXHIBIT B -GENERAL CONDITIONS THE CITY SHALL: (1) Allow CONTRACTOR the use of Gym A as scheduled in Exhibit A, Subsection 19 for the preparation and presentation of CONTRACTOR's classes and programs to be performed under this Agreement. Any use of the CITY's facilities other than that those listed in this Agreement that are necessary to carry out CONTRACTOR's rights under this Agreement must be scheduled through and approved in advance by the Project Manager. No class shall begin earlier than 7:00 a.m. or shall end later than 6:30 p.m. In no event shall CONTRACTOR conduct other activities, or otherwise occupy the CITY's facilities outside of the designated hours, unless the prior written permission of the Project Manager is obtained. CONTRACTOR shall observe all facility security rules and regulations as established by the CITY. The City will provide lighting, door locks and supervision of facilities to help ensure the safety and security of used gyms, walkways and other facilities. (2) Additional use may be provided, as specified in Exhibit A above, however, priority use of the Gym will always be given to programs and classes that are covered by contracts with the CITY. The CITY will not be responsible for obtaining additional space, but it may assist in locating other CITY spaces and may act as co-sponsor for use of the CITY's facilities under appropriate circumstances. The CITY reserves the right to allow other uses of space that are not in actual, scheduled use by CONTRACTOR. (3) Allow CONTRACTOR to use all operational equipment in the CITY'S Gym A inventory as requested by CONTRACTOR and approved by the CITY. CONTRACTOR accepts the CITY's equipment in their "as is" condition, and CONTRACTOR will be responsible for ensuring that sllch equipment is llsed and maintained in a safe condition and is returned in working condition, normal wear and tear excepted, at the conclusion of its use or of the program. (4) Monitor all aspects of the program relative to safety. If the Project Manager deems that any procedure to be followed by CONTRACTOR is unsafe, then the Project Manager has the authority to immediately cause CONTRACTOR to stop implementing such procedure. The CITY shall not interfere, however, with the medical management or supervision of any program participant. (5) Provide maintenance of the CITY's facilities and equipment. The CITY shall respond with reasonable speed to make necessary repairs hereunder. The CITY retains the right to close the building for maintenance or repairs, including, but not limited, to the refinishing of floors, with adequate notice to the Project Director. The CITY will be responsible for providing maintenance of the fixtures, lights, bleachers and other appliances for the use of CONTRACTOR' and program participants. The CITY will also be responsive to reports of broken locks, doors, windows, heating equipment or water fountains for the security and safety of CONTRACTOR and program participants. The CITY will provide janitorial services necessary to clean facilities and restrooms for the benefit ofthe program participants. (6) Have the right to, without notice, suspend this Agreement in the event of a force majeure or otherwise if the CITY's Gym A or other building should be declared uninhabitable for reasons of safety by the proper authorities (e. g., if the building should be damaged in an earthquake and be declared unsafe for occupancy). If there is an outbreak of pandemic flu or other medical emergency and places of public gatherings are closed, the CITY will not assume any financial responsibility for loss of revenue by CONTRACTOR. If the Gym A and ancillary facilities are not available for use 0073276 5 i t, due to earthquake, other disaster, or safety related issues, the CITY will not assume any financial responsibility for loss of revenue by CONTRACTOR. PROGRAM FEES (1) CONTRACTOR shall set fees for their classes, will collect the fees directly from program participants, and shall retain all proceeds from the class and program fees. (2) CONTRACTOR may request the CITY's permission to add classes and programs, consistent with the constraints, express or implied, of the Gym Use and Allocation Policy, in response to public need. CONTRACTOR shall be required to pay regular hourly rates and pay for any and all added classes and/or programs at fees set forth in the CITY'S Municipal Fee Schedule (Regular weekly, non-profit rate is subject to a discount that may be authorized by the Director of the Community Services Department). GENERAL UNDERSTANDINGS (1) CITY. The Division Manager, Recreation Division is designated as the Project Manager for the CITY, who shall render overall supervision of the progress and performance of this Agreement by the CITY. All services to be performed by the CITY under this Agreement shall be managed under the overall supervision of the Project Manager. CONTRACTOR shall collaborate with the Project Manager in all matters dealing with the CITY's policies, facilities, equipment and other CITY departments outside of the Cubberley Community Center. (2) CONTRACTOR. CONTRACTOR shall assign a Project Director, who shall have overall responsibility for the progress and execution of this Agreement by CONTRACTOR. Should circumstances or condition subsequent to the execution of this Agreement require a substitute Project Director, CONTRACTOR shall notify the CITY immediately of such occurrence. The Project Director shall be responsible for all actions of CONTRACTOR, including its staff. The Project Director shall also be responsible for all communications and information that are delivered to and obtained from the CITY and CONTRACTOR'S personnel. (3) ACCESS. CONTRACTOR shall not prevent the Project Manager, facility maintenance personnel, and others specifically designated by the Project Manager from gaining unfettered access to the Gym facilities. The Project Manager and others specifically designated by the Project Manager shall attempt to coordinate such access, if possible. (4) SPECIFIC SERVICES. CONTRACTOR shall provide all specified services as set forth herein, for the production of classes and programs as listed in and on the dates specified in Exhibit A. (5) The term "fiscal year" shall mean July 1 to June 30, although CONTRACTOR is not required to use the same period for its own record-keeping and reporting purposes. . (6) The term "days" shall mean calendar days. (7) CONTRACTOR represents that it is qualified to furnish its services as described in this Agreement, and it shall be responsible for the performance of this Agreement. FISCAL RESPONSIBILITIES OF CONTRACTOR (1) Fiscal Agent. CONTRACTOR shall appoint a fiscal agent, who shall be responsible for the financial and accounting activities of CONTRACTOR, including the receipt and disbursement of CONTRACTOR's funds. CONTRACTOR shall provide the CITY with the name of a fiscal agent and notify the Project Manager within 24 hours of any changes occurring during the term of this Agreement. CONTRACTOR shall have sole responsibility for the safekeeping of its class and program receipts and monies. 0073276 6 (2) Financial Record. In support of its system of accounts, CONTRACTOR shall maintain complete and accurate records of all financial transactions, including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, and bank statements. These records shall be made available to the CITY upon request subject to applicable laws relating to the privacy rights of program participants. PROGRAM REPORTS AND RECORDS (1) Production Reports. CONTRACTOR shall keep accurate records of and shall file with Project Manager any and all Program Reports within thirty (30) days following the end of each class term period, listing the number of classes and/or programs, and the number of program participants (identified separately as resident and non-resident participants). CONTRACTOR shall make every reasonable effort to supply such other information as the Project Manager and/or City Auditor may request subject to applicable laws relating to the privacy rights of program participants. On reasonable notice and with reasons specified, CONTRACTOR shall grant the Project Manager and/or City Auditor access to all of CONTRACTOR's records relating to this Agreement, including program records, data, statements, and reports. (2) Evaluation of services. CONTRACTOR shall furnish all data, statements, records, information, and reports requested by the CITY to monitor, review, and evaluate the performance of CONTRACTOR'S services hereunder. '(3) A copy of CONTRACTOR'S most recently filed California State Tax Form 199, "California Exempt Organizations Annual Information Return," must be filed with the Project Manager within fifteen (15) days of the date on which it is required to be submitted to the State of California, and it shall also be attached to this Agreement prior to final approval of this Agreement. CORRECTIVE ACTION REQUIREMENT Notwithstanding the requirements of this Agreement, in the event the CITY should determine from any source, including, but not limited to, reports submitted by CONTRACTOR under this Agreement or any evaluation report from any source, that there is a condition which requires correction, the CITY may forward to CONTRACTOR a request for corrective action. Such request shall indicate the nature of the condition(s) or issue(s), which require(s) corrective action and may include a recommendation as to appropriate corrective action. Within fifteen (15) days of the CITY'S request, CONTRACTOR shall submit its response which shall include its position on the matter and proposed action, if any. Upon the request of either party, the parties shall meet within five (5) days thereafter to discuss the CONTRACTOR's position and proposed corrective action. CONTRACTS WITH OTHER AGENCIES CONTRACTOR agrees not to enter into any contract with another person or agency that will materially interfere with or inhibit the full performance of the services to be provided by CONTRACTOR under this Agreement. CONTRACTOR agrees to terminate as soon as legally feasible any contract which will materially interfere with or inhibit the full performance of the services to be provided by CONTRACTOR to the CITY under this Agreement. Nothing herein is intended to prohibit CONTRACTOR from applying for, and receiving, supplementary funding from other than CITY sources, provided that any agreement required for such funding does not materially interfere with or inhibit the full performance of the services to be provided by CONTRACTOR under this Agreement. 0073276 7 SUBCONTRACTORS AS EMWLOYEES CONTRACTOR shall be responsible for employing or engaging all persons necessary to perform the . services of CONTRACTOR hereunder. No subcontractor of CONTRACTOR will be recognized by the CITY as an independent contractor, as such subcontractor shall be deemed to be an employee of CONTRACTOR, and CONTRACTOR agrees to be responsible for their subcontractor's performance. CONTRACTOR shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees, participants, volunteers, and subcontractors, if any, and shall keep the work under its control. INTOXICATION CONTRACTOR shall be responsible for any injuries, liabilities, loss or damage caused by any of its employees, agents, subcontractors, or volunteers who are present on CITY property and are under the influence of alcohol, drugs, hallucinogens or narcotics, whether or not legally prescribed. CONTRACTOR as well as the CITY shall not permit any of CONTRACTOR'S employees, agents, subcontractors, or volunteers discovered to be under the influence as described above from remaining in and using any CITY facility contemplated by this Agreement. The CITY reserves the right to deny any such person the right to enjoy further participation in contracted activities. The consumption of alcoholic beverages and the use of illegal drugs by any person working for CONTRACTOR, whether that person is paid or is a volunteer, shall be expressly prohibited. This includes all staff of CONTRACTOR while they are present at the Cubberley Community Center or any other CITY facility in connection with this Agreement. 0073276 8 EXHIBIT C -INSURANCE REQUIREMENTS CONTRACTOR, AT ITS SOLE EXPENSE, SHALL DURING THE TERM OF THIS AGREEMNET OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH A BEST'S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH THE CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW OR AS OTHERWISE ACCEPTED BY THE CITY'S RISK MANAGER' MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY NO AUTOMOBILE LIABILITY (NO STATUTORY VEHICLES OWNED OR OPERATED) BODILY INJURY $1,000,000 $1,000,000 YES COMPREHENSIVE GENERAL LIABILITY, INCLUDING PERSONAL PROPERTY DAMAGE $1,000,000 $1,000,000 INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 AND FIRE LEGAL LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 -EACH PERSON $1,000,000 $1,000,000 COMPREHENSIVE AUTOMOBILE -EACH OCCURRENCE $1,000,000 $1,000,000 NO LIABILITY, INCLUDING, OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY DAMAGE, $1,000,000 $1,000,000 COMBINED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND YES OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: PROPOSER. AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY PROPOSER AND ITS SUBCONSUL TANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY· AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAYS' ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLA nON; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY II. SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS SECTION AND IV THROUGH V, BELOW. A. NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER): B. NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER: C. POLICY NUMBER(S): ______________________________ _ 0073276 9 D. DEDUCTIBLE AMOUNT(S) (DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL): III. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AND PROPOSER'S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE REQUIREMENTS SPECIFIED HEREIN, EXCEPT TO THE EXTENT SUCH LOSS OR DAMAGE IS CAUSED BY THE CITY, ITS OFFICERS, AGENTS OR EMPLOYEES. IV. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF TIlE ADDITIONAL INSURES. B. CROSS LIABILITY THE NAMING OF MORE TI-IAN ONE PERSON, FIRM, OR CORPORATION AS AN INSURED UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANY OTHER PERSON, BUT THIS ENDORSEMENT, AND TIlE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CAN CELLA TION. v. THE CITY'S RISK MANAGER HAS HAD THE OPPORTUNITY TO REVIEW CONTRACTOR'S GENERAL LIABILITY INSu:RANCE COVERAGE AND HAS FOUND THAT, AS OF THE DATE HEREOF, IT MEETS TIlE ABOVE REQUIREMENTS: 0073276 THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. SIGNATURE(S) MUST BE SAME SIGNATURE(S) AS APPEAR(S) ON SECTION II, ATTACHMENT A, PROPOSER'S INFORMATION FORM. Finn: Signature: Name: Signature: Name: NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 10 { I I . r· , \ .. i I I' I \ CARDTHE-01 JETO ACORDC CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/vYYY) ~ 1/13/2010 PRODUCER License # #0269629 (209) 576-2808 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Micheletti & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 4317 Northstar Way ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Suite B Modesto, CA 95356 INSURERS AFFORDING COVERAGE NAIC# INSURED Cardiac Therapy Foundation INSURER A: Western World Insurance Co 4000 Middlefield Road, Suite G·8 INSURER B: Federal Insurance Company Palo Alto, CA 94306-INSURERC: INSURER D: I INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Irf~ ~~~ TYPE OF ''''''liRa'''''!' POLICY NUMBER Cfi-JCY EFFECTIVE ~~~lfY EXPIRATION LIMITS ~NERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCiAl GENERAL LIABILITY NPP1248020 11/912009 11/9/2010 ~~~~~~J?E~~~~~~nce) $ 100,OOe =tl CLAIMS MADE [KI OCCUR MED EXP (Anyone person) $ 5,OOe PERSONAL & ADV INJURY $ EXCLUDED - GENERAL AGGREGATE $ 2,OOO,Ooe - -3fl'l AGGREGATE LIMIT APnS PER: PRODUCTS· COMP/OP AGG $ EXCLUDED X POLlcYD~~R': LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT -$ ANY AUTO (Ea accident) t-- t--ALL OWNED AUTOS BODilY INJURY (Per person) $ SCHEDULED AUTOS t-- t--HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) t-- i--PROPERTY DAMAGE (Per accidenl) $ ~AGE LIABILITY AUTO ONLY -EA ACCIDENT $ ANY AUTO OTHER THAN EAACC $ AUTO ONLY: AGG $ EXCESS / UMBRELLA LIABILITY EACH OCCURRENCE $ -P OCCUR 0 CLAIMS MADE AGGREGATE $ $ R DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION -' T~~~I~J#s I IOJ~-AND EMPLOYERS' LIABILITY Y' N ANY PROPRIETORlPARTNERlEXECUTIVE0 E.L. EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE· EA EMPLOYEE $ II yes. describe under SPECIAL PROVISIONS below E.L. DISEASE· POLICY LIMIT $ OTHER B Directors & Officers Liability 8152-9522 4/5/2009 4/5/2010 Limit $1,000,000 B Directors & Officers Liability 8152-9522 4/5/2009 4/5/2010 Deductible $5,000 DESCRIPTION OF OPERATIONS 'LOCATIONS' VEHICLES' EXCLUSIONS ADDEO BY ENDORSEMENT' SPECIAL PROVISIONS Evidence of Insurance CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLlCtES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN Information Only NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL -IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, tTS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE I ~~~~ ACORD 25 (2009/01) © 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EXHIBIT D-CERTIFICATE OF NONDISCRIMINATION As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. 1. If Proposer is Il\lJ)IVIDUAL, sign here: Date: '------ Proposer's Signature Proposer's typed name and title 2. If Proposer is PARTNERSHIP or JOINT VENTURE, at least (2) Partners or each of the Joint Venture's shall sign here: Partnership or Joint Venture Name (type or print) Date: _____ _ Member of the Partnership or Joint Venture signature Date: ------ Member ofthe Partnership or Joint Venture signature 3. If Proposer is a CORPORATION, the duly authorized officer(s) shall sign as follows: The undersigned certify that they are respectively: 1Ae4-t-;;;nJL and),;!' ~-ft< 5r c~/- Pritle' Title Of the corporation named below; that they are designated to sign the Proposal Cost Form by resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its authenticity or Secretary's certificate of authorization) for and on behalf of the below named CORPORA TION, and that they are authorized to execute same for and on behalf of said CORPORATION. \' /ie & ~~ Jf:&~~ _'/~~1~~~~~' Corporation Name (type or h ) /. . 0073276 11 r' I ! : . f ~. \ I \ '-i-.. I ' \J ~::......lL::;""+-L....>.....;~"-f--Jl~'------:=--=~-----Date: By: Date: -~~~~~~~==~~---- Title: -~~~~~~~-------- 0073276 12 EXHIBIT E -GYM USE AND ALLOCATION POLl CY City of Palo Alto Cubberley Community Center Gymnasium Use Policy The City of Palo Alto adopts the Cubberley Community Center Gymnasium Use Policy (and the procedures adopted hereunder, collectively, the "Policy") in order to ensure that the City-owned, -maintained and -managed gym facilities located at the CubberJey Community Center (the "Center"), which include the Pavilion, Gym A and Gym B (the "Gyms"), are utilized for recreational, athletic, cultural, educational, social and community service functions meeting the needs and interests of the community, and ensure that permitted users are fully informed as to the City's guidelines that govern the use of the Gyms. Purpose: • To strive to provide Palo Alto residents with an opportunity to participate in their activities of choice. • To establish policies and procedures governing the use of the Gyms. • To ensure Palo Alto residents have priority access to the Gyms. • To provide diverse activities reflecting the recreational preferences of Palo Alto residents. • To contribute a proportionate amount of the Gyms' usage time to regional organizations in which Palo Alto residents participate. • To collect fees for the use of the Gyms in support of their ongoing maintenance and repairs. • To ensure that decisions regarding the Gyms are used in the best interests of the neighborhoods, recreational organizations, and residents of Palo Alto. • To ensure that appropriate activities are permitted in the appropriate gym facility. A Facility Use Permit is required for any and all organized use of any of the Gyms. The use of any of the Gym facilities requires the making of an advance reservation and is subject to fee, security deposit and insurance requirements. See Exhibit A for the details of the various Gyms at the Center. I. Gym Use Permits: A permit to use any of the Gyms will be considered according to the annual Gym Use permit application processing schedule. Gym space usage will be awarded on a priority basis. After the requests are processed on a priority basis, the Gyms then will be made available for use to non-priority basis requests. To apply for a Gym Use permit, an applicant must submit a Facility Use Application and Permit to the Center's staff for approval. The Facility Use Application and Permit form can be obtained online at www.cityofpaloalto.org/cubberley or it may be obtained in person at the Center, located at: 4000 Middlefield Rd. #T2, Palo Alto, CA. II. Facility Use Permit Filing Deadline: • The Facility Use Application and Permit form must be submitted to the Center by March 1 sl of each year in order to be considered for the right to use any of the Gyms, commencing during the following academic year: September to August. III. Prime Time HourslNon-Prime Time Hours: • "Prime Time" hours are defined as Monday -Thursday, 3:00 p.m. to 9:00 p.m.; Saturday, 8:30 a.m. to 5:00 p.m.; and Sunday, 9:00 a.m. to 4:00 p.m. • "Non-Prime Time" hours are defined as all hours that are not defined as "Prime Time" hours. IV. Eligibilitv for Prime Time Hours Usage: 0073276 13 The following are the Gyms' use priority guidelines for awarding gym space use during prime time hours for sports and recreational activities at the start of each school year: 1. City-sponsored sports, recreational activities and programs; Tenants with gym leased space at Cubberley; 2. Palo Alto resident, youth, non-selective membership*, non-profit organizations or leagues (at least 75% are Palo Alto residents); 3. Palo Alto resident, youth, non-profit organizations or leagues (at least 51% residents) 4. Palo Alto resident, adult, non-selective membership * , non-profit organizations or leagues (at least 51 % residents); 5. Palo Alto resident, adult, non-profit organizations or leagues (at least 51 % residents); 6. Non-resident, non-profit organizations; 7. F or-profit youth organizations; 8. For-profit adult organizations; and 9. Organizations that have previously violated the terms of the Facility Use Policy. In the event of a determination that more than one organization are equally eligible, priority use will be given to the organization with the highest percentage of total membership who are Palo Alto residents at the time the request for a Facility Use Permit is made. To qualify for non-profit rates, a non-profit organization must provide with its application a copy of its letter confirming its non-profit status, issued by the Internal Revenue Service, together with its non-profit ID number indicated thereon, if this responsibility has been delegated, a separate letter on organization letterhead will also be required. Payment of fees with the non-profit organization's check or charge card is required. The name of the non-profit organization stated in the Facility Use Application and Permit must be identical to the name imprinted on the check or charge card. An adult group is any group whose membership is limited to persons 18 years of age and older. Organizations that currently have gym space during prime-time hours may not be given priority during non-prime time hours. *Non-selective membership allows all applicants to participant regardless of ability without tryouts. V. Eligibility for Non-Prime Time Hours Usage: Priority for Non-Prime Time usage will be given to those activities that satisfy all or most of the following criteria. 1. City-sponsored sports and recreational activities and programs; [Tenants with gym leased space at Cubberley, or 2. Long-Term Year-Round existing renters, or 3. Programs that serve a vulnerable popUlation, or 4. Programs that serve seniors or youth, or 5. Serves the greatest percentage of membership comprised of Palo Alto residents, or 6. Activities that provide culturally diverse programs, or 7. Repeat annual events VI. Gym Use Allocations: The Gyms will be permitted for uses and the activities that the each of the Gyms are primarily intended for, designed for, classified as, or for activities conducted in a manner that does not compromise public safety or gym quality and integrity. • • 0073276 Youth Volleyball and Basketball organizations that qualify for categories referred to in IV.2 and IV.3 above will be allocated gym usage, as follows: 1. Three (3) practice slots* per organization per week during prime-time hours defined as: Monday through Thursday, 3:00 p.m. to 9:00 p.m. and Saturday, 8:30 a.m. to 12:30 p.m. Organizations that eligible under categories described in IVA and IV.5 will be allocated space for adult league play on weekends, during non-priority hours. 14 *Slot length and hours will vary to allow for setup/cleanup time between users. VII. Residency: A resident is a person residing within the city limits of the City of Palo Alto. Any person owning and paying taxes on real property in Palo Alto, but who is not living in the City, and any person having only a Palo Alto business address, will not be considered a resident for gym use application purposes. Children attending Palo Alto Unified School District schools are considered residents for enrollment purposes. The City will require identification or documentation of residency to be considered for priority use. In the event proof of residency cannot be established, the person will be charged the non-resident rates or will be limited by restrictions applicable only to non-residents. VIII. Residency Verification: A master league roster is required to be submitted with the application in order to veritY residency; that roster will include the players' first and last names in alphabetized order, address, phone number, City of Palo Alto Utility account numbers and, as applicable, the real property owner's name(s). Renters may submit in the alternative any of their utility bills, such as a cell phone bill, which proves the renter's residence in Palo Alto or a copy of their driver's license, which provides a Palo Alto address. Any group or organization found to be l)1isrepresenting its residency status will have its permit revoked for the year in which the gym use application is directed; such group will be assigned the lowest priority usage for gym use scheduling for the immediately following year. In addition, any group or organization found to be reserving gym use for any time period for another organization (that would otherwise have a lower priority for gym use scheduling) will be penalized by the revocation of its permit for the year for which the permit is issued and that group or organization will be assigned the lowest priority usage for gym use scheduling for the immediate following year. IX. Fees All fees are due and payable as stated on the user's permit following the submission of the Facility Use Application and Permit. The fees and charges for gym usage are established by the City Council in the Municipal Fee Schedule and are not negotiable. The following provisions are applicable: 1. Each Gym has an individual per-hour rental rate; a late fee will be charged for late payments, and all fees are subject to change. For a detailed list offees, refer to the facilities schedule for rates. 2. Non-profit organization discounts will apply to organizations who have submitted an IRS Letter of non-profit Section 501(c)(3) status with their application. The Faciiity Use Application and Permit must be signed by an authorized person in order to be eligible to receive the non-profit discount. If this responsibility has been delegated, a separate letter concerning the delegation and printed on organization letterhead will also be required. 3. Certain events may require staff to be on duty at the user's expense to provide set-up, clean-up, and to monitor events for safety and compliance with city policies. See facility schedule for rates. X. Deposits 1. A refundable cleaning and damage deposit up to $2,000" may be collected. Any additional fees such as those incurred for space cleaning, "damages, staff time, and room time will be deducted from the cleaning/damage deposit before the balance is returned. Any charges incurred to return the gym facility to its condition existing prior to the permittee's usage will be deducted from the cleaning/damage deposit. This deposit may be forfeited for violations of any rental conditions named on the reverse side of the Facility Use Application and Permit. 2. If the additional fees due and payable exceed the amount of any deposit, the permit holder will be billed for the balance due. Payment will be due and payable within thirty (30) days of the date of invoice. Fees that are not paid will be assigned for collection to a collections agency and the user group will be ineligible to apply for gym use until the unpaid amount is settled in full. Note: Users are responsible for damages or extra fees incurred due to guest's actions or behaviors. XI. Insurance Liability A valid insurance certificate is required for the use of any of the Gyms. 0073276 15 million dollars ($1,000,000.00) of general liability coverage per occurrence and contain the following information: • General liability coverage (property and bodily injury) as evidenced by an insurance certificate with an endorsement naming the City of Palo Alto as ADDITIONAL INSURED, and guaranteeing 30 days' prior notice to change or cancellation of the policy. Use of any gym will not be allowed unless insurance requirements are satisfied no later than thirty (30) business days prior to the first scheduled date of use of the gym .. 1. The permit holder shall be responsible for any and all damage to the Gyms, equipment and/or property covered by the permit. If additional maintenance is deemed required (in excess of normal services/time) to restore the premises, equipment and/or property to reasonable use by others, the permit holder shall be charged accordingly. 2. The City disclaims responsibility for any accident, inju!)" liability, loss or damage to person or property as a result of unauthorized Gym use. 3. The permit holder will be responsible for all actions and omissions that result in damages that are caused by their attendees. XII. Permit Rules & Regulations I.Perm its are not transferrable. 2. Permit holders must pick up and remove any trash generated by their activity. 3. Permit holders are responsible to observe any and all alcohol restrictions and/or policies. 4.T he misuse of any Gym or the failure to conform to facility regulations, established policies and procedures or any other Federal, State, or local law, rule regulation or ordinance shall be sufficient grounds for the immediate revocation of the permit and/or the denial of any future applications. No refund will be granted. S.A permit holder shall restrict its use to only the Gym space that is specifically reserved and paid for, as designated in the permit. Other Gym space facilities may be scheduled by other groups and may not be available. A permit holder must be in possession of its Facility Use Permit in case there is a need to address the question of who has approved use for the facility in question. If the permit holder cannot use a facility due to unauthorized use by another party, the permit holder should contact the Cubberley facility management staff ( 650-329-2418) 6.c omplaints from surrounding neighborhood residents as to the user's activity noise level, litter and debris, and/or disregard of parking regulations could lead to the cancellation of the permit or reservation, the forfeiture of the deposit, and the denial offacility use in the future. See Good Neighbor Policy XIII. General Rules & Regulations All City of Palo Alto Municipal Codes/Regulations apply to all City Facilities. 1. The City reserves the right to cancel an approved reservation due to maintenance needs, overuse of facility, unsafe conditions, or due to a conflict with a City event. In these cases, all attempts will be made to provide a minimum of 15 days' advance notice and to provide an alternate 19cation. In the event of an emergency, when only on-short notice or no notice can be provided, groups must cooperate with the request to not use the facility or risk loss of current permit and denial of future use. If there are no alternate facilities available, the City is not obligated to provide an alternate facility. In case of such event, a full refund will be given. 2. For Cubberley Community Center facility hours of operations, see Appendix B. 3. The City encourages partnerships and volunteerism to improve gym quality and maintenance; however, in the absence of a written agreement, donations and/or contributions oftime does not give any organization priority at any facility. Groups wishing to make alterations to facilities must submit these improvement requests in advance to the City. No groups will be allowed to make any alteration to any facility without first obtaining the City's approval. XIV. Cancellations The City and the permit applicant, respectively, each has the right to cancel an event or the issuance of the permit by giving written notice 30 days prior to the event or prompt notice, if the permit has been issued. Refunds will be honored for cancellations made, in writing, and received 30 days before the event. Cancellations made in writing and received 0073276 16 less than 30 days before the event are entitled to a refund of the cleaning and damage deposit only. If the City cancels a facility use permit, at no fault ofthe user, a full refund will be made. XV. Good Neighbor Policy The purpose of this policy is to ensure that decisions regarding the use of the Gyms are used in the best interests of the neighborhoods, sports organizations, and citizens of Palo Alto. The City has established the following rules and regulations to govern the use of the Gyms for the safe and pleasant enjoyment of participants and neighbors. Every person shall abide by these rules or be subject to forfeiture of the security deposit and/or loss of the privilege of future use ofthe facilities. 1. All litter and debris that may occur as a result of your event must be picked up and deposited into trash or recycling receptacles, where provided, or removed from the premises. 2. All groups are responsible for the condition in which they leave the facility. Any excessive clean-up required by City crews following your use will be cause for forfeiture of all or part of your damage deposit. 3. Amplified music, use of musical instruments, radios, or Public Address Systems must conclude by 9:00 p.m., Sunday through Thursday, and by 11 :00 p.m., Friday and Saturday, and is allowed by permit only. 4. Complaints from surrounding neighborhood residents as to noise level, litter and debris, and disregard for use of parking regulations could result in cancellation of your reservation, forfeiture of security deposit, and denial of future facility use. The Cubberley Community Center has established the Gym Use Policy to provide gym space to more organizations under specific guidelines and rules and regulations. The objective is to make the reservation process fair and transparent. Staff will collaborate with Gym use permit holders over the next year to evaluate the effectiveness of the Gym Use Policy as well as provide a status report to the Parks and Recreation Commission after one year of implementation. Adopted: July 27, 2009 0073276 17 (~/t( '101 r--.. I ' i ATTACHMENT B POLICY STATEMENT POLICY AND PROCEDURES 1-2S/MGR REVISED: AUGUST 2007 PUBLICIPRIV ATE PARTNERSHIPS The City of Palo Alto encourages the formation of public/private partnerships for the benefits the community receives. For the purposes of this policy, "public/private" also encompasses "public/nonprofit" partnerships. Definitions Public/private partnership: A public/private partnership is an agreement between the City and a nonprofit or private organization to provide services or to assist in funding of public facilities and programs. Such partnerships may take various forms, including: • Acceptance of or solicitation of service or facility proposals • Facilitation of such proposals through the City's regulatory process • Waiver of City General Fund fees to help reduce project costs. • Contributions of City matching funds for construction of facilities to be owned and controlled or operated by the City. • Provision of facilities to the private partner at no charge or at a subsidized rent. Public/private partnerships typically fall into one of three categories: co-sponsorship, alliances or joint ventures. Co-Sponsorships: This is the most common type of public/private partnership. An organization furthers the mission of the City by supporting a City activity or program in conjunction with pursuit of that organization's own mission or program. Co-sponsorships can take the form of one-time events or annual agreements. Some examples of co-sponsorships include the Palo Alto Tennis Club use of City courts to provide a youth tennis program and American Youth Soccer Organization's use of space in a City facility to train referees. Co­ sponsorships are entered into by staff and normally have no or minimal financial impact. Alliances: This type of public/private partnership involves organizations that have been created for the sole purpose of supporting a City program or an array of City programs. The organization does not expect to receive any direct financial benefit or to alter City policy and/or operations, but undertakes to work closely and cooperatively with staff to implement City goals. Alliance organizations include the Recreation Foundation, the Art Center Foundation (Project Look or Cultural Kaleidoscope), the Friends of the Children's Theatre (the Magic Castle), the Library Foundation and the Friends of the Palo Alto Library (financial assistance with the renovation and expansion of the Children's Library). Alliances are approved by the Council ifthere are any staffing or budgetary implications to the partnership. 1 POLICY AND PROCEDURES 1-251MGR REVISED: AUGUST 2007 Joint Ventures: This type of partnership involves organizations which have programs or missions independent of the City and involve the City entering into a contractual relationship with the public or nonprofit organization with both parties contributing to the partnership for their mutual benefit. Each joint venture is uniquely negotiated by the staff and approved by the City Council. Examples of Joint Ventures include TheatreWorks, Palo Alto Players and West Bay Opera's use of the Community Theatre and use of the former police station by older adult service provider, A venidas. PROCEDURES Initiation of partnerships: Public/private partnerships may be initiated in one of three ways: • By staff: Staff identifies an opportunity for such a partnership and undertakes an informal or formal request for proposal process to identify partners. • By Council: The City Council directs staff to work with a private or nonprofit organization to develop such a partnership. • By a private or nonprofit organization: An organization makes a partnership proposal to the staff or City. City Manager Review: If the partnership proposal involves more than one City department, the City Manager's Office will appoint a team with representatives of all City departments who are stakeholders in the partnership proposal. The team will analyze the proposal and inform the City Manager of the resource implications of the proposal, including staffing and monetary commitments. This would include proposed fee waivers. If the proposal will require a re-ordering of department priorities that have already been approved by the Council in setting its annual priorities or in the budget process, Council approval will be required prior to commitment to the partnership. Council approval will also be required if the partnership requires a new or adjusted allocation of operating or capital funding. Note: Co-sponsorships usually only involve a single department and do not necessitate the formation of an interdepartmental committee, the involvement of the City Manager's Office or the approval of the City Council. City-Initiated Partnerships: Such partnerships will be guided by existing policies and procedures governing purchasing and outsourcing, using "requests for proposals" and/or bid processes as the method of initiating a partnership. A City-initiated partnership may incorporate incentives including naming rights, waiver of non-enterprise fund building and planning fees, reduced lease rates, free use of space, subsidies, and staff resources. All incentives may be negotiated on a case-by-case basis. 2 POLICY AND PROCEDURES 1-251MGR REVISED: AUGUST 2007 Evaluation of Viability of Partnering Organization: Staff will provide the City Manager and/or City Council with its assessment of the viability of the proposed partnership, based on the partnering organization's possession of sound organizational, administrative and fiscal management, and its demonstrated experience to achieve and sustain project tasks, such as fundraising and building community support. For proposed facility improvement or expansion initiatives, the nonprofit or private organization should have the ability and commitment to make a substantial pledge to the project's cost. Facilities Proposals: • If a City facility is to be renovated, expanded or otherwise be directly affected by the partnership, the Infrastructure Management Plan will have to be adjusted appropriately. • Long-term staffing, operational and maintenance costs must be identified in the proposal. The project's applicable costs and funding sources for furnishings, fixtures and equipment will be identified. • The parties will negotiate the joint. or separate financial responsibility for any project cost overruns on a project-by-project basis. • Staff may recommend that any standard City processing or use fee authorized under the Municipal Fee Schedule, excluding fees and charges levied by City of Palo Alto Utilities or other City enterprise fund programs, should be waived as a condition of the City's participation. Waiver of fees may be granted by the Council and limited to those fees associated with a construction or capital improvement project which, upon its completion, results in a new or improved public facility, building or park, or some portion thereof, that will be solely owned or controlled by the City. In the event that only a portion of a construction or capital improvement project will result in a new or improved City facility, building or park, or portion thereof, then the Council may waive only that portion of any associated fee directly relating to the construction, improvement or enhancement of the City facility, building or park. As appropriate, the summary and recommendation in the report to the Council will include a staff recommendation on waiving fees which the Council can approve or reject. • The City will determine whether the nonprofit or private organization shall use or may forego a formal or informal competitive selection process in the hiring of professionals who will perform the management, design and/or construction phases of the project. The City shall review and approve the requirements for and the performance of all phases of design, planning and construction work for the project. 3 I I I I , I