LICENSE AGREEMENT
FOR
COTATI VETERANS MEMORIAL BUILDING
BETWEEN
COUNTY OF SONOMA
AND
CITY OF COTATI
FOR PROPERTY LOCATED AT
8505 PARK AVENUE, COTATI, CA
1 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building
LICENSE AGREEMENT
This LICENSE AGREEMENT (hereinafter referred to as "Agreement") is made and entered into on July 1, 2023 (“Effective Date”), by and between the COUNTY OF SONOMA, a political subdivision of the State of California (hereinafter referred to as "County") and the CITY OF COTATI, a municipal corporation, hereinafter referred to asthe “City” or "Licensee"). County and Licensee are sometimes collectively referred to herein as the “Parties”.
R E C I T A L S
A. County is the owner of that certain real property commonly known as the Cotati Veterans Memorial Building (“Building”), which consists of approximately five thousand six hundred fifty (5,650) square feet, located at 8505 Park Avenue, Cotati, in the County of Sonoma, California, identified as APNs 144-410-032 together with all contents, furniture, fixtures in the Building and the surrounding parking areas, landscaping and associated grounds, more specifically described and depicted in Exhibit A attached hereto and incorporated herein (hereinafter collectively referred to as "Premises").
B. County has managed the Premises to provide, among other things, a location for qualifying Veterans organizations to meet, a venue for other Veterans-related events, a venue for a wide range of public and private events, and a venue for County business.
C. County desires to grant to Licensee a revocable license to operate the Premises consistent under a pilot program of one (1) year with the mutually held objectives of providing a location for qualifying Veterans organizations to meet, a venue for other Veterans-related events, a venue for a wide range of public and private events, a community events center for use by the general public as administered by Licensee and/or third party community organizations; and other uses and reservations as specifically provided for in this Agreement, and a venue for County business, all while maximizing the Premises' value to the community.
NOW, THEREFORE, incorporating the Recitals as set forth above, and in consideration of the mutual covenants herein contained, County and Licensee hereby agree as follows.
A G R E E M E N T
ARTICLE I
TERM
The term of this Agreement shall be one (1) year, commencing on July 1, 2023 (“Commencement Date”), and ending on June 30, 2024, unless terminated under Article IX (Termination of Agreement). At the expiration of said term, this Agreement, if not terminated upon 30 calendar days’ advance written notice by either Party, shall then be deemed a monthto-month Agreement which is cancelable by either party on 30 calendar days’ advance written notice, which notice may be given at any time during a month, provided that in any event the 2 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building cancellation shall be effective at the end of the calendar month in which the 30 calendar day notice period ends.
ARTICLE II
RESPONSIBILITIES OF LICENSEE AND COUNTY
2.1 GENERAL.
2.1.1 Licensee shall be principally responsible to handle reservations, renting for approved meetings, events, and classes and programming the Premises for public use.
2.1.2 Licensee shall use its best efforts to fully rent, reserve, and license the Premises with the goal of maximizing the Premises’ economic value.
2.1.3 Licensee shall operate the Premises as a licensee and independent contractor in a manner normally associated with the operation of good quality commercial property in the Sonoma County, California area.
2.2 USES, PURPOSES.
2.2.1 Permitted Uses. Licensee shall use and permit the use of the Premises only for the following purposes (collectively the “Permitted Uses”): (a) operation of a Veterans memorial building for the benefit of Veterans organizations as required by the Military and Veterans Code; (b) a community and recreational events center administered by Licensee and/or third party community organizations whereby meetings, events, and classes and other programming consistent with the attached list of “Approved Uses” set forth at Exhibit B-1, attached hereto and incorporated herein by reference, are offered; and c) other uses as specifically provided for in this Agreement . The uses described in this paragraph a)-b) may be collectively referred to as the “Permitted Uses”.
2.2.1.1 Uses for the Benefit of Veterans Organizations
(a) Continued use of the Premises by all Veterans’
organizations shall be allowed as required by the Military and Veterans Code, as amended from time to time. “Veterans Uses and Charges Policy & Other County Reserved Uses” attached hereto at Exhibit B-2 specifies Veterans' organization reserved uses and related requirements as well as other regular County uses. For qualified Veterans organizations as described in the Military and Veterans Code, use of the Premises shall be in accordance with the provisions specified in Exhibit B-2. If a dispute arises concerning use by a Veterans' organization which is not timely resolved to the mutual satisfaction of Licensee and a Veterans' organization, Licensee shall notify County of the dispute and County shall work with the parties to resolve the dispute. Determinations made by the County, in accordance with the dispute resolution processes, shall be final. (b) Continued use of the auditorium and other portions of the Premises for memorial services for deceased Veterans pursuant to Exhibit B-2. 3 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building (c) Licensee shall keep and maintain the memorial room with all of the Veterans memorabilia in current condition and permit future additions by the Veterans as needed.
(d) Licensee shall establish a protocol for communications to be used to keep the Veterans Service Organizations (VSO) informed about Licensee uses and VSO requested and planned uses of the Premises and a process to discuss and resolve any disagreements about priority of City’s and VSO’s uses and concerns.
2.2.1.2 Licenses with Third Party Community Organizations. Except for Approved Uses conducted by Licensee directly as described at Exhibit B-1, and certain uses according to the specified charges by qualified Veterans organizations as outlined in the “Veterans Uses and Charges Policy & Other County Reserved Uses” as set forth in Exhibit B-2, for each use of the Premises by a third party, Licensee shall prepare a sublicense agreement in the form of that attached hereto as Exhibit C. The license agreement must be fully executed by Licensee and the third party with all required documentation on file prior to such use. Licensee shall follow County’s Non-Discrimination Policy in making license agreements available. (a) License Insurance Requirements.
i) Individual users (e.g., private celebrations, events, etc.) are required to purchase insurance through the Event Liability Insurance Program used by County or other program approved by Licensee provided coverage and limits are identical to those required herein, and have such policy in place before the event occurs. At the time of this Agreement, Alliant Insurance Services Inc. (“Alliant”) is the company used by County. This program provides General Liability coverage at a reasonable cost and with minimal administration. Licensee agrees to establish an account with Alliant and any replacement company for provision of this coverage, and to manage this process. ii) Business, association, club, etc., users (e.g., meetings, classes, community celebrations, etc.) can choose to purchase event specific coverage through the Event Liability Insurance Program currently with Alliant, but are not required to do so. If the Program is not used, such users must provide other insurance coverage which meets the requirements specified in the license agreement. Licensee shall review the insurance documentation submitted by users as required by the license agreement and ensure that all required documentation is on file before the event occurs. (b) Other License/Insurance Matters. If any of the following occurs with respect to any license agreement Licensee plans to execute with a potential licensee, then Licensee shall consult with County and follow the direction provided by County either before execution of the license agreement, or as soon as Licensee becomes aware of the occurrence:
i) licensee has a deductible of self-insured retention in excess of Twenty-Five Thousand Dollars ($25,000) for its general liability insurance or liquor liability insurance;
4 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building ii) Any of licensee’s insurance is terminated or reduced, or sub-licensee fails to maintain its required insurance;
iii) Licensee seeks assignment of the license agreement or any duty or interest thereunder;
iv) A question arises regarding the number of persons at an event;
v) Licensee wishes to cancel the license agreement, in
which case Licensee shall only notify County without need for further County direction.
2.2.1.3 Other County Reserved Uses. Continued use of portions of the Premises by the County as generally set forth at Attachment A to Exhibit B-2 shall be allowed.
2.2.1.4 Alcoholic Beverages. In the event Licensee or any third party intends to serve alcoholic beverages at any event, then Licensee/licensee/third party shall follow the recommended guidance, and provision of insurance, as set forth in Exhibit D.
2.2.1.5 Reservations to County. In addition to the above uses, and notwithstanding anything herein to the contrary, County reserves the following uses of the Premises, and all of Licensee’s rights hereunder are subordinate and subject to all such reservations. In no event shall Licensee charge any rental, fee or other consideration to any party for any use of the Premises as described below.
(a) County reserves the right to use all or a portion of the Building or associated parking lots, in the event of emergency or major disaster such as flood, earthquake or pandemic health emergency, cooling centers, power safety shut off community support center and similar (“Emergency Event(s)”). Under disaster operations, it may be necessary to cancel all, or a portion of, scheduled activities during the period(s) immediately preceding the onset of a disaster, during a disaster, and the recovery period after the disaster. (i) During Emergency Event(s): (1) County shall not be
obligated to reimburse Licensee for any loss of rental revenues or related costs and (2) Licensee shall not be subject to the Maintenance Responsibilities Matrix requirements set forth in Exhibit E, except in the event and to the extent Licensee continues conducting the Permitted Uses in a portion of the Premises and then only with regard to said portion. (b) Continued use of portions of the Premises as a voting precinct or polling place in a manner as determined by the County’s Director of Public Infrastructure and acceptable to the County’s Registrar of Voters. Licensee shall request, on a yearly basis or more often if appropriate, voting uses for the Premisesfrom the County’s Registrar of Voters, and shall coordinate such communication with the County’s Director of Public Infrastructure; and
5 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building (c) Use of the auditorium portion of the Premises by the County for public meetings (e.g., town-hall meetings, CEQA hearings and other public meetings) and other events of community interest as determined by County not more than twelve (12) times per calendar year, for not more than eight (8) hours at a time, upon thirty (30) days' prior written notice to Licensee (if possible), and subject to prior reservations arranged by Licensee.
County and Licensee shall closely cooperate to effect County's use of the Premises pursuant to this Section.
(d) Licensee shall not commit any act or omission that would in any way interfere with the reservations described above. Licensee shall fully cooperate with the organizations for which these reservations have been set aside. Licensee shall appoint at least one of its officers or executive staff to attend all Veterans’ advisory committee meetings established by the County. In the event any act or omission on the part of Licensee directly or indirectly interferes with the uses described in the reservations above, Licensee shall immediately correct said interference, at Licensee’s sole cost and expense, to the full satisfaction of County. In the event that Licensee fails to remedy any such interference within one (1) hour of receiving notification thereof (which may be verbal), or some other timeframe deemed reasonable by Licensee and County, County shall be entitled to correct such interference at Licensee’s sole cost and expense.
2.2.2 Operational Requirements of Licensee. Licensee agrees throughout the term to abide by the following conditions and requirements:
2.2.2.1 Cancellation of Insurance; Increase in Insurance Rates. Licensee shall not do, bring, or keep anything in or about the Premisesthat will cause a cancellation of any insurance covering the Premises or Licensee’s activities hereunder.
2.2.2.2 Hazardous Materials.
(a) Licensee shall not cause or permit any Hazardous Materials (as hereinafter defined) to be brought upon, kept or used in or about the Premises by Licensee, its agents, employees, contractors or invitees, without the prior written consent of County. For consent to be granted, Licensee must demonstrate to County's satisfaction that such Hazardous Materials: (i) are necessary or useful to Licensee's business and will be used, kept and stored in a manner that complies with all laws, statutes, ordinances, rules, regulations, orders, requirements, and policies of any and all governmental agencies and authorities and any fire insurance underwriters applicable to any such Hazardous Materials ("Hazardous Materials Laws") and (ii) do not otherwise, due to the quantity, nature or use of such Hazardous Materials, materially increase the risk of fire or other casualty to the Premises. (b) To the extent any Hazardous Materials are used, kept, or are present in or on the Premises after the Effective Date, Licensee shall ensure that all such Hazardous Materials, and all uses thereof, are in full compliance with all Hazardous Materials Laws. Licensee shall be responsible for all alterations, improvements, modifications and 6 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building remediation necessary to comply with any and all laws and regulations, including without limitation, those related to remediation or abatement of Hazardous Materials, seismic and other codes. Licensee expressly acknowledges that many of the improvements on the Premises were constructed in or before 1976 and may contain Hazardous Materials. (c) If Licensee breaches the obligations stated in
subparagraphs (a) or (b) above, or if the presence of Hazardous Materials on the Premises after the Commencement Date results in contamination of the Premises, or if Hazardous Materials are otherwise discharged or released from the Premises after the Effective Date, then Licensee shall indemnify, defend (with counsel approved by County) and hold County harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities and losses (including, without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) which arise during or after the term of this Agreement as a result of such breach, contamination, discharge, or release. This indemnification of County by Licensee includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Materials present in, on or under the Premises. Upon the termination of this Agreement, Licensee shall surrender the Premises to County free of any and all Hazardous Materials and in compliance with all Hazardous Materials Laws. This indemnification shall survive the termination or expiration of this Agreement.
(d) For the purpose of this Section 2.2.2.2, the term
"Hazardous Materials" includes, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §9601 et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. §1801 et seq.), the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. §6901 et seq.), Section 25117 of the California Health & Safety Code, Section 25316 of the California Health & Safety Code, and in the regulations adopted and publications promulgated pursuant to them, or any other federal, state, or local environmental laws, ordinances, rules, or regulations concerning the environment, industrial hygiene or public health or safety now in effect or enacted after the Effective Date.
2.2.2.3 Billboards and Signs. Licensee agrees not to construct or install any building signage, or maintain, or allow upon the Premises any billboards, signs, banners or like displays which may be placed in or upon any building or structure in such manner as to be visible from the outside thereof, without the prior written consent of County, and provided Licensee has obtained all necessary permits and other entitlements required by all Laws and Orders (as defined below). In no event shall Licensee remove, cover, deface, modify, alter, relocate or otherwise change any signage existing on the Effective Date relating to the Veterans memorial for which the Building was constructed, without the prior written consent of County. 7 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building
2.2.2.4 Waste; Nuisance. Licensee shall not use the Premises in any manner that will constitute waste, nuisance or unreasonable annoyance to owners or occupants of adjacent properties.
2.2.2.5 Compliance with Laws. Licensee shall comply with all Laws and Orders (as defined below) concerning use, rental, operations, maintenance, improvement, and programming of the Premises or Licensee’s use of the Premises. For purposes of this Agreement, the term “Laws and Orders” includes all federal, state, county, city or government agency laws, statutes, ordinances, standards, rules, regulations, requirements, or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, occupational, health, or safety standards for employers, employees, landlords or tenants. Licensee to comply with all COVID protocols and health mandates regarding air exchange, cleaning, disinfecting, social distancing, signage, contact tracing, etc. (if any).
2.2.3 Compliance with Laws. County shall comply with all Laws and Orders relating to its ownership of the Premises which are not Licensee’s responsibility as defined in Section 2.2.2.5 above.
2.2.4 County's Right to Grant Easements. County shall have the right to install, lay, construct, maintain, repair and operate such sanitary sewers, drains, storm water sewers, pipelines, manholes, connections; water, oil and gas pipelines; and telephone and telegraph power lines and such other appliances and appurtenances necessary or convenient to use in connection therewith, over in, upon, through, across and along the Premises or any part, thereof, as will not substantially interfere with Licensee’s operations hereunder and to enter thereupon for any and all such purposes. County also reserves the right to grant easements, rights-of-way and permits in, over, and upon, along or across any and all portions of said Premises as County may elect. County will cause the surface of the Premises to be restored to its condition existing immediately prior to commencement of any construction done pursuant to this Section. County agrees that any right set forth in this Section 2.2.4 shall not be exercised unless a prior written notice of ten (10) days is given to Licensee. However, if such right must be exercised by reason of emergency, County will give verbal notice and then written notice as soon as reasonably possible under such circumstances.
2.3 MARKETING. Licensee shall be responsible for marketing, reservations and licensing for activities at the Premises. Licensee shall use its best efforts to actively promote and market the Premises for the Permitted Uses, and fully rent, reserve and license the Premises with the goal of maximizing the Premises’ economic value. Licensee shall negotiate and execute reservations and license agreements pursuant to Subsection 2.2.1.2 without the prior written approval of County, provided the term and amount of any such agreement meets the requirements of County Code Section 2-172 as it may be amended. License agreements in excess of the above authority limits shall be presented to County for its independent review and approval. Licensee shall not represent anything to the contrary to prospective licensees. 8 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building
2.4 MAINTENANCE AND REPAIRS. Licensee shall institute and effect all ordinary and extraordinary repairs, maintenance, decorations and alterations, and shall be responsible for the administration of a preventative maintenance program for all mechanical systems, electrical systems, plumbing systems, and other equipment in accordance with Maintenance Responsibilities Matrix Exhibit E attached hereto and incorporated herein by reference.
2.5 MAINTENANCE OF PROPERTY. Licensee shall maintain, in good condition and repair, all portions of the Premises, all maintenance of the exterior portions of the Building, consistent with Maintenance Responsibilities Matrix Exhibit E attached hereto and incorporated herein by reference. Licensee may but is not obligated to replace any “Major Building System” as defined in Exhibit E.
2.5.1 Utilities. Licensee shall be responsible for timely payment of all operating costs for use of the Premises, including utilities, maintenance, and taxes including Possessory Interest Taxes. Licensee shall pay for all utilities during the Term including without limitation water, sewer, garbage, recycling, electricity, gas, phone, cable, etc.
2.5.2 Deposit. Licensee to deliver a deposit in the amount of Ten Thousand Dollars ($10,000.00) (the “Deposit”). The Deposit shall be refundable if Licensee returns the Premises in a safe, clean condition, without unreasonable wear and tear and has performed the required repairs and maintenance during the Term. The Deposit shall be retained by County in the event of a material default under the Agreement and applied towards any failed condition of repair or maintenance.
2.5.3 Caps on Maintenance Items. Prior to incurring the cost of any single maintenance or repair item equal to or in excess of $5,000 or replacement of a kitchen appliance equal to or in excess of $2,000, Licensee shall first seek the prior approval of County. It is understood that all maintenance and repair costs shall first be deducted prior to calculating the parties’ revenue shares; however, the parties acknowledge that the Licensee is not obligated to incur maintenance and repair costs such that there are no revenues remaining to share. City shall report all maintenance and repair costs to county on a monthly basis. City shall not be obligated to incur maintenance and repair costs in excess of Twenty Thousand Dollars ($20,000.00) over the Term.
2.5.4. Janitorial Services. Licensee to regularly clean the Premises and stock all supplies and equipment needed for use (paper products, light bulbs, furniture, chairs, tables, small appliances etc.) for all permitted uses. At the end of the Term, Licensee shall ensure that said supplies and equipment left on site shall be generally equivalent to that on hand at the Commencement Date.
2.6 COUNTY’S MAINTENANCE. County may elect at its own cost, but shall not be obligated, to maintain: (a) the structural parts of the Building which structural parts include only the foundations and bearing walls (excluding glass and doors); and (b) Major Building Systems, consistent with Exhibit E attached hereto and incorporated herein by reference. In no event 9 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building shall County be obligated to perform or complete any repairs or replacement of any Major Building Systems during the Term.
2.7 TAXES. Licensee is fully responsible for and agrees to pay out of the Operating Account, all real and personal property taxes (including any tax levied on a possessory interest, as defined in California Revenue and Taxation Code Section 107 or successor statute, if applicable), general and special assessments, and other charges of every description, levied on or assessed against the Premises, personal property located on the Land or in the Building, to the full extent of installments falling due during the term. Licensee shall make all such payments directly to the assessing authority, at least ten (10) days before delinquency and before any fine, interest, or penalty shall become due or be imposed by operation of law for their nonpayment.
If, however, the law expressly permits the payment of any, or all, of the above items, in installments (whether or not interest accrues on the unpaid balance), Licensee may, at Licensee’s election, utilize the permitted installment method, but shall pay each installment, with any interest, before delinquency. Licensee expressly recognizes and understands that this Agreement may create a possessory interest subject to property taxation and that Licensee may be subject to payment of property taxes levied on such interest.
2.8 BANKING. Licensee shall facilitate all banking matters related to its contractual responsibility. Licensee shall notify County of the account number of the Operating Account together with the name and location of the financial institution wherein it is located.
2.9 INSPECTIONS. Licensee shall conduct regular and frequent inspections of the Premises, sufficient to provide proper preventative and corrective maintenance.
2.10 BOOKS AND RECORDS. Licensee shall maintain complete and identifiable records and files on all matters pertaining to the Premises, including without limitation, all revenues and expenditures, service contracts, licenses, and similar agreements. Said books and records shall be kept during the term of this Agreement and any extension at the offices of Licensee at:
City of Cotati
Attn: City Manager
201 W Sierra Ave., Cotati, CA 94931
Ph: 707.665.3622
or such other place as County and Licensee from time to time agree. Licensee shall prepare and provide to County a monthly statement, in form satisfactory to County, of Gross Revenues, operating expenses and net operating income and such other matters as County may reasonably request for such month. Licensee shall keep accurate and complete books and accounts showing operations and transactions relating to the Premises and showing the assets, liabilities, and financial condition of the Premises. County's duly authorized representatives shall at all times during regular business hours have access to and may inspect and copy any such books and records. Licensee shall prepare or cause to be prepared such other statements to the extent 10 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building related to the property as County may reasonably request. Licensee shall provide all books and records to County promptly at the end of the term or earlier termination of this Agreement.
2.11 CUSTOMER RELATIONS. Licensee shall administer a customer relations program which maintains a high visibility of the Premises to renters, licensees and similar parties.
2.12 AS-IS CONDITION OF PROPERTY.
2.12.1 County shall provide access to the Premises for Licensee to conduct all necessary due diligence prior to commencement of this Agreement, pursuant to a separatelyexecuted, standard Right of Entry agreement, in form and terms provided by County. At Licensee’s sole and exclusive cost and risk, Licensee to perform all due diligence studies, investigations and assessments of the Premisesto assess the appropriateness of the Premisesfor Licensee’s proposed activities, uses, and operations. Such review may include such measurements and surveys, environmental, habitat, engineering utilities and regulatory reviews Licensee considers reasonable and necessary. County to provide available and relevant records, documents, exhibits, studies in possession of County.
2.12.2 County discloses that it has executed that certain Easement Agreement with the Groundwater Sustainability Authority recorded February 23, 2022 as Instrument No. 2022-013132, and has delivered a copy of the same to Licensee. Licensee’s use of the Premises shall be subject to the terms and conditions of said easement including access for monitoring the well described therein.
2.12.3 By execution of this Agreement, Licensee acknowledges that it has had sufficient time to conduct all inspections, reviews and studies of the Premises that may deem necessary. Licensee hereby expressly assumes the risk that adverse physical conditions and the full extent thereof, may not be revealed by Licensee’s inspections, reviews and studies of the Premises. It is an expressly bargained-for agreement herein that Licensee shall be responsible, at Licensee’s sole cost and expense, for causing the Premises to comply in all respects with all Laws and Orders as provided for herein.
2.12.4 Licensee hereby acknowledges that neither the County nor anyone acting for or on behalf of the County, has made any representation, warranty or promise to Licensee concerning the physical aspects or condition of any portion or part of the Premises, Land, Building or other improvements, the feasibility, desirability or convertibility of the Premises into any particular use, the zoning, building or land use restrictions applicable to the Premises, projected income or expenses for any of the Premises, the conditions of the soil, subsoils, ground water, or surface waters or the presence or absence of any toxic waste or hazardous substances or material, and that by entering into this Lease has not relied on any representation, statement or warranty of the County, or anyone acting for or on behalf of the County, and that all matters concerning the Premises shall be independently verified by Licensee, and that Licensee shall use and occupy the Premises on ’s own examination thereof, AND THAT Licensee IS UTILIZING AND MANAGING THE PROPERTY IN “AS-IS” PHYSICAL CONDITION AND “AS-IS“ STATE OF REPAIR. 11 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building
2.12.5 Licensee does hereby waive and the County does hereby disclaim all warranties of any type or kind of description but not limitation, those of fitness for particular purpose, tenantability, habitability and use. Licensee hereby expressly waives any and all claims for damages or for rescission or cancellation of this Agreement because of any representations made by the County or by any agent of the County.
2.13 RENTAL RATES, FEES AND CHARGES IMPOSED ON THIRD PARTIES. Licensee’s initial schedule of rates, fees and charges is attached to this Lease entitled “Rental Rates” attached hereto and incorporated herein as Exhibit F. Any future requests to change in rates, fees and charges must be presented to and approved by the County Director of Public Infrastructure prior to implementation of the change by Licensee. In no event shall Licensee propose to change any rates, fees or charges more than once per calendar year. Any proposed change shall be submitted to County at the address set forth in Article X below and shall provide sufficient back-up documentation. All rates, fees and charges shall be applied to third parties consistently by Licensee without discrimination.
ARTICLE III
OPERATING AUTHORITY
3.1 LIMITATION. Licensee’s authority is expressly limited to the provisions provided herein, as amended in writing from time to time by County and Licensee.
3.2 CAPITAL EXPENDITURES. County shall be solely responsible for all capital improvements and expenditures.
3.3 PREVAILING WAGES
3.3.1 General. Except as provided in Labor Code Sections 1720.4 and 1771, Licensee shall pay to persons performing construction and repair work hereunder an amount equal to or more than the general prevailing rate of per diem wages for (1) work of a similar character in the locality in which the work is performed and (2) legal holiday and overtime work in said locality. The per diem wages shall be an amount equal to or more than the stipulated rates contained in a schedule that has been ascertained and determined by the Director of the State Department of Industrial Relations and County to be the general prevailing rate of per diem wages for each craft or type of workman or mechanic needed to execute this Agreement.
Licensee shall also cause a copy of this determination of the prevailing rate of per diem wages to be posted at each site work is being performed. Licensee shall maintain copies of the prevailing wage rate of per diem wages which shall be made available to any person upon request.
3.3.2 Subcontracts. For any public work subject to prevailing wage law, Licensee shall insert in every subcontract or other arrangement which Licensee may make for 12 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building performance of such work or labor on work provided for in such agreement, the provision that Subcontractor shall pay persons performing labor or rendering service under subcontract or other arrangement not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the work is performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed in the Labor Code.
Pursuant to Labor Code Section 1775(b)(1), Licensee shall provide to each Subcontractor a copy of Sections 1771, 1775, 1776, 1777.5, 1813 and 1815 of the Labor Code.
3.3.3 Compliance With Law. Licensee stipulates that it shall comply with all applicable wage and hour laws, including without limitation Labor Code Sections 1775, 1776, 1777.5 1813 and 1815 and California Code of Regulations, Title 8, Section 16000, et seq.
ARTICLE IV
COUNTY'S RIGHT TO AUDIT, CORRECTION OF AUDIT DISCREPANCIES,
AND ACCESS/INSPECTION
4.1 RIGHT TO AUDIT. County reserves the right for County's employees, or others appointed by County, to conduct examinations, upon reasonable notification, of the books and records maintained for County by Licensee. County also reserves the right to perform any and all additional audit tests relating to Licensee’s activities, either at the Premises or at any office of Licensee provided such audit tests are related to those activities performed by Licensee for County.
4.1.1 Correction of Audit Discrepancies. Should County's employees or appointees discover either weaknesses in internal controls or errors in record keeping, Licensee shall correct such discrepancies either upon discovery or within three (3) business days thereafter. Licensee shall inform County in writing of the action taken to correct such audit discrepancies. Any and all such audits conducted either by County's employees or appointees will be at the sole expense of County, unless an audit indicates fraud or gross neglect by Licensee, or in the case of an audit of the books and records, such audit reveals a five percent (5%) or greater discrepancy, in which event the expenses incurred in connection with such audit shall be paid entirely by Licensee. Licensee shall remedy any deficiencies discovered by audit.
4.2 COUNTY ACCESS/INSPECTION OF PROPERTY.
The County, acting through its County Administrator, Director of Public Infrastructure or other duly authorized representative, shall have the right, upon 24 hours’ notice, during the Term of this Agreement, to enter the Premises for the purpose of inspecting the Premises, performing any repairs or alterations to the Premises as the County shall deem necessary, and posting any notices required or permitted under law. Licensee shall not re-key or otherwise prevent the County from accessing any part of the Premises.
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ARTICLE V
BANK ACCOUNTS
5.1 OPERATING ACCOUNT. Licensee shall deposit all reservations, rents, fees, charges and other funds collected from the operation of the Premises, including any and all advance or operating funds in a bank designated by Licensee (the "Operating Account"). It is understood that the amounts deposited in Licensee’s bank are to be identified specifically as related to its operation of the Premises. Licensee shall pay the operating expenses of the Premises, and any other payments relative to the Premises in accordance with the terms of this Agreement.
5.2 SECURITY DEPOSITS. Licensee shall maintain and manage detailed records of all licensee security deposits, and such records will be open for inspection by County's employees or appointees. Licensee shall hold all deposits and shall refund such deposits in accordance with protocol established by County.
ARTICLE VI
PAYMENT OF EXPENSES
6.1 EXPENSES PAID BY LICENSEE. It is the intent of this Agreement that Licensee is to professionally operate the Premises and that all operating expenses described in Section 2.5 shall be paid directly by Licensee and not credited against expenses for purposes of payment of Percentage Rent under Section 8.2, including but not limited to, the following:
(a) Costs of salary and wages, payroll, taxes, insurance, workers' compensation, and other benefits of Licensee’s home office and executive personnel, and/or any other benefits payable to Licensee’s staff to perform City administrative obligations; (b) Costs of forms, papers, ledgers, and other supplies and equipment used in Licensee’s general accounting office; cost of Licensee’s electronic data processing equipment (or a pro-rata charge therefore) located at Licensee’s place of business office or general accounting office; and costs of electronic data processing equipment (or a prorata charge therefore) for data processing provided by computer service companies to Licensee’s home office or general accounting- office (notwithstanding the foregoing, any such equipment owned by County shall not be paid for by Licensee’s; and
(c) Costs of Licensee’s bookkeeping relating to the property.
6.2 EXPENSES PAID BY COUNTY. Expenses as described in Section 2.6 shall be paid directly by County.
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ARTICLE VII
INDEMNIFICATION AND INSURANCE
7.1 COUNTY LIABILITY AND PROPERTY INSURANCE. The Parties shall maintain insurance as described in Exhibit G, which is attached hereto and incorporated herein by this reference.
7.2 INDEMNIFICATION
7.2.1 Indemnity. Licensee shall indemnify, hold harmless and defend County, its agents and employees, from and against any and all actions, claims, damages, disabilities or expenses including, without limitation, attorneys' fees, witness costs and court costs that may be asserted by any person or entity, including Licensee, arising out of or in connection with any of the following circumstances:
7.2.1.1. Use of Premises. Use, licensing, rental of the Premises or operations at Premises, in any manner by Licensee, its agents, employees, invitees, subtenants, licensees and contractors, and the agents, employees, patrons, contractors and invitees of Licensee and sublicensees, including any use of the Premises not allowed under this Agreement.
7.2.1.2. Breach by Licensee. Any breach by Licensee of the terms, covenants or conditions herein contained.
7.2.1.3. Approval of License or Permit. Any action, claim, damage or expense arising out of the County's approval of this Agreement or any permit issued in connection with the construction of any improvements.
7.2.1.4. Other Activities. Any other activities of Licensee, its agents, employees and subtenants whether or not there is concurrent negligence on the part of the County, but excluding liability due to the sole active negligence or sole willful misconduct of County. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable by or for Licensee or its agents under workers' compensation acts, disability benefit acts or other employee benefit acts.
7.2.2 Exculpation of County. County, its officers, agents, and employees, shall not be liable to Licensee for any loss or damage to Licensee or Licensee’s property from any cause.
Licensee expressly waives all claims against County, its officers, agents, and employees, for injury or damage to person or Premises arising for any reason regardless of whether or not there is concurrent passive or active negligence of County, its officers, agents, and employees, unless such injury or damage is caused by or due to the sole negligence or willful misconduct of County, its officers, agents, and employees.
15 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building
7.3 MANAGER EMPLOYEE DISHONESTY INSURANCE. Licensee shall maintain Fidelity Employee Dishonesty insurance coverage in the amount of One Million Dollars ($1,000,000) and provide County, upon request, with satisfactory evidence thereof.
ARTICLE VIII
LICENSEE RETENTION AND REVENUE SHARING
8.1 LICENSEE RETENTION. On a monthly basis Licensee shall retain from the Operating Account (excluding refundable deposits) an amount that shall not exceed Three Thousand Dollars ($3,000). Such amount shall be used by Licensee to pay costs incurred to meet obligations described at Section 2.5 and Section 6.1. In the event rents, fees, charges and other funds collected from the operation of the Premises, as defined at Article V, for a month are less than $3,000, Licensee may retain such amounts from subsequent monthly funds collected. In no event shall the average of amounts retained exceed $3,000 per month.
8.2 PERCENTAGE RENT. [review] City Events and usage of the Premises shall be charged at facility rental rates in accordance with the Rental Rate Schedule attached as Exhibit F. After City reimburses itself for its out of pocket, direct maintenance, repairs, utilities and upkeep costs, County and City will each be entitled to a 50% share of net revenues derived from all rental uses of the Premises during the Term, regardless when said rents are received. With respect to classes offered at the Premises, and after first reimbursing itself for payment of instructor fees, City to retain 70% of attendance payments for classes conducted at the Premises and County shall be entitled to 30% of said fees, provided that City delivers to County an accounting of all classes, said instructor fees and attendance payments. City shall provide an accounting to County of all reservations, charges and remittances and all repairs, maintenance and janitorial costs from its operation of the Premises, and shall make said payment of rental revenue share and any class attendance payments share to County monthly and 30 days after end of the Term.
ARTICLE IX
TERMINATION
9.1 TERMINATION OF AGREEMENT. Notwithstanding the provisions of Article I to the contrary, this Agreement may be terminated and the obligations of County and Licensee hereunder shall thereupon cease, upon the occurrence of any of the following circumstances:
(a) Either party may terminate this Agreement without cause upon ninety (90) calendar days’ advance written notice to the other party. (b) The Board of Supervisors has the authority to terminate this Agreement on behalf of the County. In addition, County’s Director of Public Infrastructure, in consultation with County Counsel, shall have the authority to terminate this Agreement on behalf of the County. 16 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building (c) The Licensee’s City Manager or City Council shall have authority to terminate this Agreement on behalf of Licensee.
(d) If a petition for bankruptcy, reorganization, or rearrangement. is filed under state or federal insolvency statutes by or against Licensee, or Licensee shall make an assignment for the benefit of creditors or take advantage of any Insolvency act, County may terminate this Agreement upon ten (10) business days written notice to Licensee. (e) The occurrence of any of the following shall constitute a default by Licensee and in which event County may elect to terminate this Agreement upon fifteen (15) days written notice to Licensee:
(i) Licensee’s failure to perform any obligation under the Agreement if, for thirty (30) days after written notice of the failure from County and City fails to commence in good faith to perform such obligation; (ii) Licensee’s failure to perform its obligation of maintenance and repairs consistent with the terms of Maintenance Responsibilities Matrix as set forth in Exhibit E;
(iii) Licensee’s abandonment of the Premises; and
(iv) Licensee’s failure to use, rent or otherwise program the buildings for public use for 60 days or more, except if due to County’s use of the Building during Emergency Event(s).
(f) On termination, County may recover from Licensee all of the following, in addition to any other right or remedy under law or in equity: recovery of Costs to restore the site to the condition equivalent to or better than that which existed prior to Licensee’s commencement of the Term, except for any County-approved alterations or improvements. (g) Licensee may terminate if County elects not to repair or replace any structural element of the Property or any major building system after failure thereof, upon fifteen (15) days written notice to County.
9.2 OBLIGATIONS UPON TERMINATION. Upon termination of this Agreement, for whatever reason, County and Licensee shall promptly pay to the other, as soon as the same is determinable after the effective date of termination, all amounts due under the terms of this Agreement, and upon such payment neither County nor Licensee shall have any further claim or right against the other, except as expressly provided hereinafter.
Upon termination for whatever reason, Licensee shall, not later than the effective date of termination, deliver to County the original of all books, permits, plans, records, leases, licenses, contracts, and other documents pertaining to the Premises and its operation; all insurance policies, bills of sale, or other documents evidencing title or rights of County; and any and all other records or documents, whether or not enumerated herein, which are necessary or 17 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building desirable for the ownership and operation of the Premises. Licensee shall assign to County or parties designated by County unexpired service and supply contracts and all executory agreements, and all deposits collected for current and future rental use of the Premises. Licensee shall provide a written ledger of all deposits collected for all existing, current and future rentals.
All personal property of County, whether on the Premises or elsewhere, shall be delivered intact to County or its representative. The Operating Account provided for in Section 5.1 shall be liquidated and closed or transferred as directed by County. The Parties further agree to do all other things reasonably necessary to cause an orderly transition of the operation of the Premises without detriment to the rights of either party or to the continued operation of the Premises.
Licensee shall surrender the Premises in good condition and repair and generally in the same condition as at commencement of the Term, unless alterations or improvements were made by Licensee with County’s approval.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 NOTICES. All notices (including requests, demands, approvals, or other communications) under this Agreement shall be in writing.
10.1.1 Method of Delivery. Notice shall be sufficiently given for all purposes as follows:
(a) When personally delivered to the recipient, notice is effective on delivery.
(b) When mailed by certified mail with return receipt requested, notice is effective on receipt if delivery is confirmed by a return receipt. (c) When delivered by overnight delivery with charges prepaid or charged to the sender’s account, notice is effective on delivery if delivery is confirmed by the delivery service.
(d) When sent by electronic mail to the last electronic mail address of the recipient known to the party giving notice, notice is effective on receipt as long as (1) a duplicate copy of the notice is promptly given by certified mail, return receipt requested, or by overnight delivery or (2) the receiving party delivers a written confirmation of receipt. Subject to the foregoing requirements, any notice given by fax or electronic shall be considered to have been received on the next business day if it is received after 5 p.m. (recipient’s time) or on a nonbusiness day.
10.1.2 Refused, Unclaimed, or Undeliverable Notices. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be considered to be effective as of the first date that the 18 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building notice was refused, unclaimed, or considered undeliverable by the postal authorities, messenger, or overnight delivery service.
10.1.3 Addresses. Addresses for purposes of giving notice are set forth below:
COUNTY: County of Sonoma
Sonoma County Public Infrastructure
Attn: Real Estate Manager
2300 County Center Drive, Suite A220
Santa Rosa, CA 95403
[email protected]
LICENSEE:
City of Cotati
Attn: City Manager
201 W Sierra Ave., Cotati, CA 94931
Ph: 707.665.3622
[email protected]
Either party may at any time change its address for notices by giving written notice of such change to the other party in the manner provided in this paragraph.
10.2 CAPTIONS. The captions of the various articles and sections of this Agreement are for convenience and ease of reference only and do not define, limit, augment or describe the scope, content, or intent of this Agreement or of any part or parts of this Agreement.
10.3 GENDER. The neuter gender includes the feminine and masculine, the masculine includes the feminine and neuter, and the feminine includes the neuter, and each includes corporation, partnership or other legal entity when the context so requires.
10.4 SINGULAR AND PLURAL. The singular number includes the plural wherever the context so requires.
10.5 EXHIBITS, ADDENDA. All exhibits and addenda to which reference is made in this Agreement are incorporated in this Agreement by the respective references to them, whether or not they are actually attached, provided that they have been signed or initialed by the Parties. Reference to the "Agreement" includes matters incorporated by reference.
10.6 MERGER. This Agreement is intended both as the final expression of the Agreement between the Parties hereto with respect to the included terms, and as a complete and exclusive statement of the terms of the Agreement, pursuant to California Code of Civil 19 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building Procedure Section 1856. No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both Parties. No promise, representation, warranty or covenant not included in this Agreement has been or is relied on by either party.
Each party has relied on its own examination of this Agreement, the counsel of its own advisors, and the warranties, representations, and covenants in the Agreement itself. This Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. The failure or refusal of either party to inspect the Premises, to read the Agreement or other documents, or to obtain legal or other advice relevant to this transaction, constitutes a waiver of any objection, contention or claim that might have been based on such reading, inspection or advice.
10.7 ASSIGNMENT, SUCCESSORS. Licensee shall not assign or transfer its interests in the Premises or the Agreement, whether voluntary or involuntary, without County prior written consent which may be granted, conditioned or withheld in County’s sole discretion.
Failure of Licensee to first obtain such consent shall be deemed a default and such assignment or transfer shall be deemed void. Subject to the provisions of this Agreement on assignment and subletting, including County’ prior written approval of any assignment, which may be granted, withheld or conditioned in County’s sole discretion, each and all of the covenants and conditions of this Agreement shall be binding on and shall inure to the benefit of the heirs, successors, executors, administrators, assigns and personal representatives of the respective Parties.
10.8 BROKER'S COMMISSIONS, EXPENSES. Licensee and County mutually covenant that no brokers or finders have been or will be used with respect to this Agreement. In the event any broker or finder perfects a claim for a commission or finder's fee based upon any such contract, dealings or communication, the party through whom the broker or finder makes a successful claim shall be responsible for said commission or fee and all costs and any expenses (including reasonable attorneys' fees) incurred by the other party in defending against the same.
10.9 APPLICABLE LAW AND FORUM. This Agreement shall be construed and interpreted according to California law, regardless of the law of conflicts in any jurisdiction, and any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in the County of Sonoma.
10.10 COVENANTS AND CONDITIONS. All provisions of this Agreement whether covenants or conditions, on the part of Licensee shall be deemed to be both covenants and conditions and such covenants shall survive termination.
10.11 CORPORATE AUTHORITY. Licensee shall deliver to County upon execution of this Agreement, a certified copy of a resolution of its city council authorizing the execution of this Agreement on behalf of Licensee by CITY OF COTATI.
10.12 TIME OF ESSENCE. Time is and shall be of the essence of this Agreement and of each and every provision contained in this Agreement. 20 Revised Final Version 06.16.23 License Agreement - Cotati Vets Building
10.13 NO DISCRIMINATION. Licensee shall comply with all applicable federal, state and local laws, rules and regulations regarding nondiscrimination because of race, color, ancestry, national origin, religion, sex, sexual orientation, marital status, age, medical condition, pregnancy, disability, including without limitation, the County’s Non-Discrimination Policy.
10.14 AIDS DISCRIMINATION. Licensee has reviewed the provisions of Article II of Chapter 19 of the Sonoma County Code, prohibiting discrimination in housing, employment and services because of AIDS or HIV infection. Licensee agrees to comply with such provisions during the term of this Agreement.
10.15 NO THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create and the Parties do not intend to create any rights in third parties.
10.16 CONSTRUCTION OF AGREEMENT; SEVERABILITY. To the extent allowed by law, the terms, covenants, conditions, provisions and Agreements in this Agreement shall be construed and given effect in a manner that avoids any violation of statute, regulation or law.
County and Licensee covenant and agree that in the event any term, covenant, condition, provision or Agreement in this Agreement is held to be invalid or void by court of competent jurisdiction, the invalidity of any such term, covenant condition, provision or Agreement shall in no way affect any other term covenant, condition provision or Agreement in this Agreement.
10.17 RELATIONSHIP. The Parties intend by this Agreement to establish the relationship of owner and licensee only, and do not intend to create a partnership, joint venture, joint enterprise, or any business relationship other than that of owner and licensee.
10.18 ATTORNEYS’ FEES. If either party undertakes litigation or arbitration against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover from the other party reasonable attorney fees, arbitration costs, and court costs incurred. The prevailing party shall be determined under Civil Code Section 1717(b)(1) or any successor statute.
10.19 AMENDMENT. This Agreement may be modified or amended only by writing duly authorized and executed by both Licensee and County. It may not be amended or modified by oral agreements or understanding between the Parties unless the same shall be reduced to writing, duly authorized and executed by both Licensee and County.
LICENSEE HAS CAREFULLY READ AND CONSIDERED THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND HEREBY AGREES THAT Licensee SHALL BE BOUND BY ALL SAID TERMS AND CONDITIONS.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date.
CITY: CITY OF COTATI, a municipal corporation
By:__________________________
City Manager
COUNTY: COUNTY OF SONOMA, a political
subdivision of the State of California
By:
Director of Public Infrastructure
APPROVED AS TO SUBSTANCE FOR COUNTY:
Real Estate Manager
Exhibit A
Premises Description
COTATI VETERANS MEMORIAL BUILDING
8505 PARK AVENUE
COTATI , CALIFORNIA
Exhibit B-1
Approved Uses
List of Approved City Uses of the Veterans Building
1. Recreation Programs – Possible options include but are not limited to: exercise classes, art classes, workshops, theatre programs, dance classes, summer and school year camps, senior classes, teen classes, martial arts classes, etc.
2. City Meetings/Events – Possible options include but are not limited to: staff trainings, staff luncheons, public workshops or meetings, etc.
3. Recreation Events – Possible options include but are not limited to: Breakfast with Santa, Bunny Brunch, Community Theatre performances, Talent Show, Dances, Bingo Nights, etc.
4. Public Events – weddings, rehearsals, birthday/holiday parties, showers, memorials, celebrations, performing arts, meetings, conferences, retreats, and similar events.
This list is intended to be representative of the uses the City is approved to make of the Veterans Building, and not necessarily an exclusive list. Other uses which are consistent with, have a similar intensity of use as compared to 1-4 above and are safe, sanitary, secure, do not exceed occupancy limits and are lawfully permitted may also permitted after confirmation with the County.
Exhibit B-2
Veterans Uses and Charges Policy
& Other County Reserved Uses
CITY OF COTATI acknowledges that the Premises is a dedicated Veterans Memorial facility owned by the County of Sonoma. As such, certain legal and policy requirements apply to the Premises, including pertaining to facility usage terms for veterans associations and veterans services organizations. CITY OF COTATI shall ensure that its operation and maintenance of the Premises, including with regard to facility scheduling and collection of usage and equipment fees, complies with, and shall not cause County to be out of compliance with, all applicable laws, regulations, and policies, including the California Military and Veterans Code (Section 1260 et seq.) and County’s Veterans Building Usage Fee Policy (dated September 2018) (as may be amended from time to time).
VETERANS MEETINGS, RESTRICTED SOCIAL EVENTS, MEMORIAL SERVICES AND FINANCIAL
CHARGES POLICY
1. COMPLIANCE WITH MILITARY AND VETERAN’S CODE
Pursuant to the California Military and Veteran’s Code, Veterans’ associations as defined in such Code shall be permitted to utilize the Premises without charge as required by law. a. Scheduling; List of Standing Events.
A schedule of events planned for use of the Cotati Veterans building shall be prepared annually by the respective Veterans’ associations and/or their representative(s), and furnished to CITY OF COTATI not later than a date established by the parties. Established scheduled dates for calendar year 2023 are provided in the Table below. In the event a change to an existing reservation(s) is/are required, or additional reservation(s) are desired or become necessary, CITY OF COTATI shall accommodate the request as required by County’s Veterans Building Usage Policy.
If a dispute arises between CITY OF COTATI and a Veterans’ association or its representative regarding the scheduling of meeting dates, social gatherings or commemoration ceremonies/memorial services, and such dispute is not resolved in a manner satisfactory to both, such dispute shall be brought to the County General Services Director or his/her designee for resolution.
COTATI VETERANS MEMORIAL BUILDING
VETERANS ORGANIZATIONS MEETINGS
Special Events
[TBD] Veterans Dinner ___ , 2023
[TBD] Memorial Day May ___, 2023
[TBD] Veterans Lunch December ___ , 2023
2. NON-RESTRICTED VETERANS EVENTS
a. Events Open To The General Public-Without Charge
For events open to the general public, where no charge is collected, the sponsoring Veterans’ association may use the facilities without a usage/rental charge if and to the extent consistent with County policy. The sponsoring Veterans’ association must execute a reservation form and License Agreement with CITY and provide Proof of Insurance pursuant to the License Agreement and CITY policy. Booking procedure shall be the same as used for the general public for booking the space for the event, but no deposit shall be required.
CITY OF COTATI to use its discretion to determine whether an extra cleaning fee may be appropriate in connection with said use and if so determined, notify the association in advance of the event and send an invoice to the renter/association to seek reimbursement for said extra cleaning. In the event of any damage, CITY OF COTATI shall send invoice and supporting documentation to the renter/association and seek reimbursement for said damage.
b. Events Open To The General Public-With Charge
Events open to the general public, where a charge is collected, the sponsoring Veterans’ association shall be required to pay the established charge for the event/activity; shall follow the same procedure as the general public for booking the space for the event; and shall be required to remit a deposit at the time of booking; and full payment 30 days prior to the event. The sponsoring
GROUP ROOM DATE TIME
Veterans of Foreign War
Post #3227 (possibly
joined by American
Legion Post #338)
Memorial 2
nd Saturday 11am–
2:00pm
Veterans’ association must execute a reservation form and License Agreement and provide Proof of Insurance pursuant to the rental agreement and policy. c. Alcohol License Requirement
For all events sponsored by a Veterans’ association and open to the general public, if alcohol is to be served, all Alcoholic Beverage Control requirements must be met, including meeting any requirements for an ABC One-Day Special Events License.
3. ELIGIBILITY FOR NON-FEE USAGE OF VETERAN’S BUILDINGS The County reserves the right to determine under this Agreement whether any Veterans’ association entity or use qualifies for certain privileges, including no-charge events, pursuant to the California Military and Veterans Code, and, pursuant to such Code, to determine under what condition any Veterans’ association should be allowed to use the Premises. CITY OF COTATI agrees to comply with any such determination.
4. PRIMARY CONTACT PERSON(S) FOR VETERANS ORGANIZATIONS Each Veterans Building has a Board of Supervisors-appointed individual who represents specific buildings with regard to the Sonoma County Veteran Advisory Committee. The appointed Advisory Committee representative for the Cotati Veterans Building shall be the primary contact for CITY OF COTATI's Staff, regarding general issues involving the use of the building by the respective Veterans’ associations.
5. COORDINATION WITH VETERAN’S GROUPS
CITY OF COTATI shall coordinate with the Veterans’ associations through the Advisory Committee representative, as often as deemed necessary, to maintain effective working relationships and advance scheduling regarding Veteran’s uses of the Premises. In October of each year, CITY OF COTATI shall confer with the representative of said Committee to coordinate and confirm the reservations for the following calendar year, and to schedule any new meetings or social events requested by the associations. Following the submissions by any other Building liaison contacts for the Veterans’ associations, as applicable, CITY OF COTATI, in conjunction with the Advisory Committee Member, shall review the submission for conflicts and, where no conflict exists, shall cause to be sent a new contract/reservations for the following year (January-December).
If, during such annual scheduling, the Veterans’ association requests a reservation date that has been previously committed to a paying customer, CITY OF COTATI shall work with both the paying client, the Veterans' association Building Liaison contact and/or the Advisory Committee Member, as appropriate, to develop an acceptable solution to the conflict, and an alternate date for either the paying client or the Veterans’ association. If an acceptable solution cannot be achieved, CITY OF COTATI shall present the conflict to the County General Services Director or his designee for resolution.
Throughout the succeeding year, Veterans’ associations may add meetings, additional social events, and/or operational activities, provided space is available on the date(s) requested. If conflicts occur, resolution thereof shall follow the procedures previously outlined above.
6. ROOM SET-UP / TAKE-DOWN AND RELATED ACTIVITIES
CITY OF COTATI shall be responsible for the appearance and functionality of any and all venues requested by the Veterans organizations, to include pre-event cleaning, configuration, post-event return of venue to pre-event configuration, and facility security. Upon conclusion of events in the space used by Veterans organizations, CITY OF COTATI shall return the space to previously agreed to configuration for Veterans organizations. As an exception to this requirement, Cotati Veterans’ associations will continue to perform the aforementioned tasks for the Cotati buildings for the Veterans uses described above until further notice.
7. BUILDING SECURITY / ACCESS
CITY OF COTATI shall be responsible for overall security of the Veterans building and Premises, to include post-event security each evening. The Veterans building shall be rekeyed at CITY of COTATI’s cost prior to CITY OF COTATI assuming responsibility at the Premises. CITY OF COTATI shall work with the Veterans Advisory Member in the development of a key-issuance policy for Veterans’ associations and their representatives.
Any disputes shall be brought to the General Services Director or his/her designee for resolution.
8. INTERNAL STORAGE/LOCKERS
CITY OF COTATI shall work with the County and the Veterans Advisory Member to develop an equitable locker space assignment policy that optimizes available storage space and the identification and/or development of additional storage space as determined feasible. If a dispute arises regarding development of such policy, the matter shall be referred to the County’s Director of Public Infrastructure, or his/her designee, for final resolution.
9. MEMORABILIA
All memorabilia belonging to Veterans’ association currently in a Veterans building shall remain in its current location, unless otherwise agreed to by the owning Veterans’ association, in coordination with the Veterans Advisory Member representing the building.
CITY OF COTATI shall seek approval of the Advisory Committee or other Building liaison with any applicable Veteran’s organization, for the respective building for placement of new memorabilia. County shall be informed in writing of any agreed-upon change in placement of memorabilia.
10. COMMEMORATION CEREMONIES/FUNERALS/MEMORIAL SERVICES The requirement for a venue in which to conduct a commemoration ceremony/funeral/ memorial service cannot be anticipated nor pre-scheduled. Such services fall into two categories: 1) decedent passed away locally and some flexibility exists when planning final services, and 2) the decedent is a casualty which occurred out of the local area, i.e., a combat casualty overseas or a casualty stationed at some distant military reservation, when services must be planned around the anticipated arrival date of the remains, availability of Honor Guard, etc. CITY OF COTATI shall work closely with the Veterans’ association and the Advisory Committee Member when booking a memorial service for a Veteran. CITY OF COTATI shall coordinate with a family member, representative of Veterans’ association of which the deceased was a member, the Advisory Committee Member and the Funeral Director, as appropriate. If the deceased was not associated with a specific Veterans’ association, CITY OF COTATI will work with the appropriate Advisory Committee Member representing the building. CITY OF COTATI shall assist in scheduling the building at the most appropriate available period, and insure availability of staffing for set-up and break down. A reservation form only is to be used and a License Agreement shall not be required. The use of the Premises for the commemoration ceremony/funeral or memorial service shall be at no charge. If alcohol is to be served without charge, proof of insurance must be provided by a responsible party and CITY shall ensure any required liquor license is obtained before the event. Veterans’ associations or other veteran’s representatives are not required to give 30- day notice for commemoration ceremonies/funeral or memorial services.
11. OTHER SCHEDULED PUBLIC/NONPROFIT EVENTS
CITY OF COTATI acknowledges that the following events listed on Attachment A shall also be permitted and the event organizers for said events shall be allowed to utilize the Premises without charge for such scheduled meetings and events which are deemed beneficial and in the public interest.
Attachment A
Other County Reserved Uses
COTATI BUILDING Regular Annual
So. Co. Public Works/Integrated Waste Community Toxics Collections √ Sonoma County Election Department Training Classes & Polling, Voting, election drop box.
√
Sonoma County Public Infrastructure
or other county department
Public Meetings √
Exhibit C
SUBLICENSE AGREEMENT CONDITIONS AND REQUIREMENTS
FOR USE OF VETERANS MEMORIAL BUILDING
1. AUTHORITY. City of Cotati (“City” or “Licensee”) manages use of the Veteran’s Memorial Building located in the City of Cotati, California pursuant to a License Agreement with the owner of the Building, the County of Sonoma (“County”). Pursuant to the License Agreement, Licensee is authorized to execute sublicense agreements with persons and entities interested in using the Building. This sublicense agreement (“Agreement”) is entered into by Licensee and ____________________________ (“Sublicensee”) pursuant to this authority.
2. AGREEMENT SUBJECT TO LICENSE AGREEMENT. This Agreement is subject to all requirements of the License Agreement between Licensee and County or any successors thereto, including but not limited to the Reservations to County provisions in said License Agreement. County reserves the right to use all or a portion of the Building in the event of emergency or major disaster such as flood, earthquake or pandemic health emergency. Under disaster operations, it may be necessary to cancel all, or a portion of, scheduled activities during the period(s) immediately preceding the onset of a disaster, during a disaster, and the recovery period after the disaster.
3. PAYMENT. Sublicensee shall pay Licensee for the use of the Building facilities as specified in the reservation documents detailing Sublicensee’s planned use. Checks shall be made payable to City of Cotati. All payments are due 30 days in advance of event.
4. DEPOSIT REFUND. Sublicensee agrees that the deposit, if any be required, made upon execution by Licensee of this Agreement shall not be refundable for any reason unless Licensee, in its absolute discretion, determines such a refund in whole or in part, to be warranted.
5. NON LIABILITY OF Licensee OR COUNTY. Licensee or County, their officers, agents, and employees, shall not be liable to Licensee for any loss or damage to Sublicensee or Sublicensee's property from any cause. Sublicensee expressly waives all claims against Licensee and the County, their officers, agents, and employees, unless such injury or damage is cause by or due to the sole negligence or willful misconduct of Licensee or County, their officers, agents, and employees.
6. INDEMNIFICATION. Sublicensee agrees to accept all responsibility for loss or damage to any person or entity, and to defend, indemnify, hold harmless and release Licensee and County, their agents and employees, from and against any and all actions, claims, damages, liabilities or expenses that may be asserted by any person or entity, including Sublicensee, arising out of or in connection with the actions or inactions or performance of Sublicensee or its agents, employees, contractors, subcontractors or invitees hereunder, whether or not there is concurrent negligence on the part of Licensee or the County, but excluding liability due to the sole active negligence or sole willful misconduct of Licensee or the County. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Licensee or its agents under workers' compensation acts, disability benefit acts, or other employee benefit acts.
7. TRANSFER OF MANAGEMENT OF FACILITIES. Should County transfer the operation and management of the facilities covered by this Agreement to an entity other than Licensee during the term of this Agreement, this Agreement shall remain in full force after any such transfer.
8. INSURANCE. At all times during the life of this Agreement the Sublicensee shall maintain at its own expense the insurance specified below:
a) Workers' compensation and Employers Liability Insurance:
1. Required if Sublicensee has employees.
2. Workers’ Compensation insurance with statutory limits as required by the Labor Code of the State of California.
3. Employers’ Liability with limits of $1,000,000 per Accident; $1,000,000 Disease per employee; $1,000,000 Disease per policy.
4. Required Evidence of Coverage:
i. Certificate of Insurance.
If Sublicensee currently has no employees, Sublicensee agrees to obtain the above-specified Workers’ Compensation and Employers’ Liability insurance should any employees be engaged during the term of this Agreement or any extensions of the term.
b) General Liability Insurance:
1. Commercial General Liability Insurance on a standard occurrence form, no less broad than ISO form CG 00 01.
2. Minimum Limits: $1,000,000 per Occurrence; $2,000,000 General Aggregate; $2,000,000 Products/Completed Operations Aggregate.
3. Sublicensee shall disclose any deductible of self-insured retention in excess of $25,000 and such deductible or self – insured retention must be approved in advance by Sublicensee. Sublicensee is responsible for any deductible or self-insured retention.
4. Licensee and the County of Sonoma, their officers, agents, employees, shall be additional insureds for liability arising out of the Sublicensee’s ongoing operations. (ISO endorsement CG 20 26 or equivalent). The insurance provided to Licensee and County additional insureds shall apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by them.
5. The policy shall cover inter-insured suits between Licensee and/or County and Licensee and include a “separation of insureds” or “severability” clause which treats each insured separately.
6. Required Evidence of Coverage:
i. Copy of the additional insured endorsement or policy language granting additional insured status; and ii. Certificate of Insurance.
c) Liquor Liability Insurance: (for events with alcohol.)
1. Insurance may be in the name of Sublicensee or Sublicensee’s caterer.
2. Minimum Limits: $1,000,000 for each Common Cause or Occurrence: $1,000,000 Aggregate.
3. Sublicensee shall disclose any deductible or self-insured retention in excess of $25,000 and such deductible or self-insured retention must be approved in advance by Licensee. Sublicensee is responsible for any deductible or self-insured retention.
4. Required Evidence of Coverage:
i. Certificate of Insurance, which must be provided to Licensee thirty (30) days prior to event. d) Standards for Insurance Companies:
Insurers shall have an A.M. Best’s rating of at least A:VII. e) Documentation:
1. The Certificate of Insurance must include the following reference: Event Name:
____________________________________ Date: ________.
2. All required Evidence of Coverage shall be submitted to Licensee, City of Cotati, Attn: City Manager, 201 W. Sierra Ave., Cotati, CA 94931, Ph: 707.665.4222, [email protected], prior to the execution of this Agreement. Sublicensee agrees to maintain current Evidence of Coverage on file with Licensee for the required period of insurance.
3. The names and addresses for Additional Insured endorsements and Certificates of Insurance are: (a) the County of Sonoma, its officers, agents, employees, c/o County of Sonoma, Public Infrastructure Department, 2300 County Center Drive, Suite A200, Santa Rosa, CA 95403; (b) City of Cotati, Attn: City Manager, 201 W. Sierra Ave., Cotati, CA 94931,Ph:
707.665.4222, [email protected].
4. Required Evidence of Coverage shall be submitted for any renewal or replacement of a policy that already exists, at least ten (10) days before expiration or other termination of the existing policy.
5. Sublicensee shall provide immediate written notice if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; or (3) the deductible or self-insured retention is increased.
6. Upon written request, certified copies of required insurance policies must be provided within thirty (30) days. f) Policy Obligations:
Sublicensee’s indemnity and other obligations shall not be limited by the foregoing insurance requirements. g) Material Breach:
If Sublicensee fails to maintain insurance coverage which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. Licensee may terminate this Agreement and obtain damages from Sublicensee resulting from said breach.
9. EVENTS WITH ALCOHOL. In addition to liquor liability insurance required pursuant to the above, for events with alcohol, Sublicensee must comply with the conditions attached hereto as Exhibit A.
10. EXPIRATION OF LICENSE. At the expiration of the time of use of the facilities herein above set forth, Sublicensee shall quit the facilities of the County and return to Licensee all equipment and facilities procured from Licensee, which premises, equipment, and the facilities shall be in as good condition and repair as before Sublicensee's use thereof except for ordinary wear and use. Sublicensee shall reimburse Licensee or County of Sonoma for any equipment or facility damaged during the use of said facility as specified herein.
11. COMPLIANCE WITH LAWS. Sublicensee, its agents, and employees shall comply with all rules and regulations prescribed by Licensee for the use and occupancy of the facilities of County, and with all applicable laws, ordinances and regulations adopted or established from time to time, by any governmental agency or department thereof. Sublicensee shall obtain and comply with all permits or licenses required by the laws, ordinances, and rules or regulations mentioned herein.
12. ASSIGNMENT. No assignment of this sub-license or any duty or interest hereunder shall be made by Sublicensee without the prior written consent of Licensee.
13. PROGRAM REQUIREMENT. Sublicensee shall file with Licensee at least thirty (30) days prior to holding the performance or function for which this sub-license is issued, a full and detailed outline of all activities required, all stage and equipment requirements, the hall and chair set-up and such other information as may be required by Licensee concerning such function. Sublicensee shall make an appointment to meet with Licensee staff at event location to review rental and set up requirements prior to performance or function.
14. SEATING CAPACITY. The seating capacity of each facility or portion thereof is on file with Licensee and incorporated herein by this reference. Sublicensee shall not sell or distribute, or permit to be sold or distributed, tickets or passes in excess of the seating capacity of the facility or facilities hereinabove described, nor admit thereto a larger number of persons than can safely and freely move about therein. The decision of Licensee and the Fire Marshall in this respect shall be final.
15. CONCESSION SALES. Licensee reserves the right to operate the parking lots, box office concessions, check rooms, and any food or beverage concession; provided, however, that Licensee may, in writing, authorize Sublicensee to operate any of the aforesaid upon such terms as Licensee may deem proper.
16. ACCESS. Licensee or County shall have the absolute right to enter the premises herein specified, or any portion thereof, at all times.
17. CONTROL. In renting the facility to the Sublicensee, it is understood Licensee and the County do not relinquish the right to control the management thereof, and to enforce all necessary laws, rules and regulations. The decision of Licensee’s representatives, as to required staffing, and the number of persons that can safely and freely move about in said licensed space, shall be final.
18. SECURITY. Sublicensee shall be required to provide and pay for _______ police and _______ private security personnel to be present for the safety of the public during use of the premises.
19. OBJECTIONABLE PERSONS. Licensee and County reserve the right to eject or cause to be ejected from the premises any objectionable person or persons; and neither Licensee nor County, nor any of their officers, agents or employees shall be liable to Sublicensee for any damages that may be sustained by Sublicensee through the exercise of such right.
20. BROADCASTING. No events or portions of events shall be taped, broadcast or televised without the prior written consent of County.
21. STORAGE. In the receipt, handling, care or custody of property of any kind shipped or otherwise delivered to the premises or stored on such premises either prior to, during or subsequent to the use of the facilities by Sublicensee, County and its officers, agents and employees shall act solely for the accommodation of Sublicensee; and neither County, its officers, agents nor employees shall be liable for any loss, damage or injury to such property.
22. OBSTRUCTIONS. No portions of the sidewalks, entries, passages, vestibules, halls or way of access to public utilities of the premises shall be obstructed, or caused to be obstructed, by Sublicensee or caused or permitted to be used for any purpose other than ingress or egress to and from the facilities. The doors, skylights, stairways or openings that reflect or admit light into any portion of the building, including hallways, passageways, also radiators and house lighting attachments, shall in no way be obstructed by Sublicensee.
23. LIABILITY FOR LOSS OR DAMAGE TO COUNTY PROPERTY. Sublicensee shall be liable to County for any loss or damage to the premises arising from or in connection with Sublicensee’s performance hereunder or any of its officers, agents, and employees.
24. FLAMMABLE MATERIALS. No flammable materials such as bunting, tissue paper, etc., shall be used for decorations; and all materials used for decorative purposes must be treated with flame-proofing and approved by the local Fire Department. No fireworks, open flame, nor device prohibited by local police or fire jurisdictions shall be permitted.
25. DEFAULT. Should the Sublicensee default in the performance of any of the terms and conditions of this License, the Licensee, at his/her option, may in addition to other legal remedies available immediately terminate this License. In such event, Sublicensee shall be liable for the full amount of the rent provided for herein, less rent charges received from others for use of the premises at the time, or times, specified in this License. Any deposit made by Sublicensee to Licensee shall be retained by Licensee and considered liquidated damages.
26. COUNTY IS THIRD PARTY BENEFICIARY. County is a third party beneficiary of this Agreement and may enforce or implement its terms as specified herein. There are no other third party beneficiaries.
27. CONTRACT ADDITIONS. Additional provisions or modifications may be attached to this Agreement and, when signed, shall be binding on the parties.
28. CANCELLATION BY LICENSEE OR COUNTY. In addition to the right to terminate this Agreement upon Sublicensee's default, Licensee or County shall have the right to terminate part or all of this Agreement at any time, in the following circumstances:
a) Upon thirty (30) days' written notice,
b) Immediately without notice if the County Board of Supervisors, the County Emergency Services Director, County Administrative Officer, Licensee or other local, state or federal official determines that the facility is required for public necessity or emergency use,
c) Immediately without notice if the facility is destroyed or damaged or should a strike occur.
Neither Licensee nor County nor any of their officers, agents or employees shall be liable to Sublicensee for any damages that may be sustained by Sublicensee through exercise by Licensee or County of any of their rights to cancellation pursuant to this section.
Upon cancellation by Licensee or County, any deposit made by Sublicensee may be refunded at Licensee’s or County's discretion.
29. CANCELLATION BY SUBLICENSEE. Sublicensee is liable for the following amounts in the event of cancellation by Sublicensee: a) If the event is cancelled 90 days or more from the date held, 50% of the deposit shall be retained by Licensee; b) if the event is cancelled between 30-90 days of the date held, the entire deposit shall be retained by Licensee; c) if the event is cancelled between 15-30 days of the date held, Sublicensee shall forfeit 50% of the Rental Fee; d) if the event is cancelled within 15 days of the date held, Sublicensee shall forfeit 100% of the Rental Fee.
30. NONDISCRIMINATION. Sublicensee shall comply with all applicable federal, state and local laws, rules and regulations in regard to nondiscrimination because of race, color, ancestry, national origin, religion, gender, marital status, age, medical condition, handicap or sexual orientation.
31. NOTE: CHEWING GUM, GLITTER, CANDLES, AND SHOES ON THE WALL(S) ARE NOT PERMITTED IN THE FACILITIES AT ANY TIME.
32. CHANGES. Any changes to the reservation must be made 30 days prior to the event.
33. ALL PAPERWORK, INCLUDING PROOF OF INSURANCE, IS DUE 30 DAYS PRIOR TO THE EVENT.
SIGN AND RETURN THIS LICENSE AGREEMENT AND ONE COPY OF RESERVATION.
Sublicensee Date
Approved and agreed to:
City of Cotati Date
Its : __________________________
Exhibit A
Conditions of Alcoholic Beverage Service
The following prerequisites and requirements apply to the service of alcoholic beverages at all events held on the Premises.
A. PUBLIC EVENTS
Public events are those events at which the general public is invited to attend, which require a fee for general attendance, or which sell food or alcoholic beverages for a fee or donation. Public events shall comply with all alcoholic beverage service requirements mandated by the State Department of Alcoholic Beverage Control and local law enforcement. Alcohol may not be otherwise served or consumed. Public events shall also comply with all requirements set forth in subsection C, below.
B. PRIVATE EVENTS
Private events are those events at which attendance is by invitation only, and that do not require a fee for attendance nor for the service of food or alcohol. All private events at which attendance is 100 or more persons shall be required to engage a licensed caterer to serve alcoholic beverages. Alcohol may not be otherwise served or consumed. As a condition to serving alcoholic beverages at such functions, the requirements set forth below and in subsection C must be satisfied in full:
1. The licensed caterer engaged to serve alcoholic beverages must submit the following information prior to the private event:
· Copy of current catering license
· Copy of Alcoholic Beverage Control authorization
· Copy of current insurance certificate
· Number of bartenders at event
· Hours the bar will be open (maximum 5 hours)
2. All alcoholic beverages shall be brought into the facility prior to start of the event, shall be stored securely at a common bar prior to service, and shall be served only from a common bar.
3. No service containers (bottles, aluminum cans, or pitchers) of alcohol shall be allowed on the tables, but shall remain at the common bar for service.
C. REQUIREMENTS APPLICABLE TO ALL PUBLIC AND PRIVATE EVENTS The following additional requirements shall apply to the service of alcoholic beverages at both public and private events as well as private events with less than 100 attendees.
1. Alcoholic beverage service shall terminate one (1) hour before the scheduled end of the event, unless the event is three (3) hours or less.
2. No alcohol shall be allowed outside the area identified by Sublicensee for the event. No alcohol shall be allowed in the parking lot unless the event is specific to the parking lot and alcohol is served and consumed in a designated area. California State Law prohibits the sale or service of alcoholic beverages to persons under 21 years of age. If minors are in possession of alcohol, the event will be closed immediately. Persons serving alcohol to minors during events held in Veterans Memorial Buildings are solely responsible for any criminal or civil penalties imposed.
The City also reserves the right to close events in the case of minors being served alcohol, public drunkenness, concern for the safety of event participants, or related damage to the Veterans Memorial facilities.
3. Sublicensee shall provide Liquor liability Insurance for its own events with alcohol. The insurance may be in the name of the Sublicensee’s caterer.
• Minimum Limits: $1,000,000 for each Common Cause or Occurrence; 1,000,000 Aggregate. • Any deductible or self-insured retention shall be shown on the Certificate of Insurance. If the deductible or self-insured retention exceeds $25,000 it must be approved in advance by County.
• Required Evidence of Insurance: Certificate of Insurance • Required documentation shall be provided to the City of Cotati.
Exhibit D
Alcoholic Beverage Service
County provides the following recommended guidance concerning the service of alcoholic beverages at the Premises. The City is obligated to make itself familiar with and follow all federal, state and local requirements and policies regarding the service of alcoholic beverages at all events held on the Premises. Service of alcohol at any event is subject to County consent and the provision of insurance as set forth herein.
A. PUBLIC EVENTS
Public events are those events at which the general public is invited to attend, which require a charge for general attendance, or which sell food or alcoholic beverages for a charge or donation. Public events shall comply with all alcoholic beverage service requirements mandated by the State Department of Alcoholic Beverage Control and local law enforcement. Alcohol may not be otherwise served or consumed. Public events shall also comply with all requirements set forth in subsection C, below.
B. PRIVATE EVENTS
Private events are those events at which attendance is by invitation only, and that do not require a charge for attendance nor for the service of food or alcohol. All private events at which attendance is 100 or more persons shall be required to engage a licensed caterer to serve alcoholic beverages.
Alcohol may not be otherwise served or consumed. As a condition to serving alcoholic beverages at such functions, the requirements set forth below and in subsection C must be satisfied in full:
1. The licensed caterer engaged to serve alcoholic beverages must submit the following information prior to the private event:
· Copy of current catering license
· Copy of Alcoholic Beverage Control authorization
· Copy of current insurance certificate
· Number of bartenders at event
· Hours the bar will be open (maximum 5 hours)
2. All alcoholic beverages shall be brought into the facility prior to start of the event, shall be stored securely at a common bar prior to service, and shall be served only from a common bar.
3. No service containers (bottles, aluminum cans, or pitchers) of alcohol shall be allowed on the tables, but shall remain at the common bar for service.
C. REQUIREMENTS APPLICABLE TO ALL PUBLIC AND PRIVATE EVENTS The following additional requirements shall apply to the service of alcoholic beverages at both public and private events as well as private events with less than 100 attendees.
1. Alcoholic beverage service shall terminate one (1) hour before the scheduled end of the event, unless the event is three (3) hours or less.
2. No alcohol shall be allowed outside the area identified by CITY OF COTATI for the event. No alcohol shall be allowed in the parking lot unless the event is specific to the parking lot and alcohol is served and consumed in a designated area. California State Law prohibits the sale or service of alcoholic beverages to persons under 21 years of age. If minors are in possession of alcohol, the event will be closed immediately. Persons serving alcohol to minors during events held in Veterans Memorial Buildings are solely responsible for any criminal or civil penalties imposed. The County also reserves the right to close events in the case of minors being served alcohol, public drunkenness, concern for the safety of event participants, or related damage to the Veterans Memorial facilities.
3. CITY OF COTATI shall provide Liquor liability Insurance for its own events with alcohol. The insurance may be in the name of the CITY OF COTATI’s caterer. • Minimum Limits: $1,000,000 for each Common Cause or Occurrence; 1,000,000 Aggregate. • Any deductible or self-insured retention shall be shown on the Certificate of Insurance. If the deductible or self-insured retention exceeds $25,000 it must be approved in advance by County. • Required Evidence of Insurance: Certificate of Insurance • Required documentation shall be provided to the General Services Department Director or his designee.
Exhibit E
MAINTENANCE RESPONSIBILITES MATRIX
CITY OF COTATI COUNTY OF SONOMA
Obligations at City’s sole cost and expense Obligations at County’s its sole cost and expense and County Rights
1) Maintain and repair the Premises, the
Major Building Systems and all
improvements and alterations on the
Premises, in good and working order, subject
to the per repair and total Term cap
established in the Terms Sheet to which this
Matrix is attached.
The Major Building Systems are: the HVAC,
the electrical wiring system; the water/sewer
plumbing systems; and mechanical systems
1) Notwithstanding anything to the contrary
in this Matrix, County is not obligated to
make any repairs, replacement or renewals of
any kind, nature or description whatsoever to
the Premises or the Major Building Systems
therein, or to any improvements or
alterations now or hereafter located thereon.
2) Maintain and repair all air conditioning,
heating, ventilating, elevator, sprinkler,
plumbing, water, sewage, electrical, water
supply or steam system, and mechanical
equipment
2) County may at its election perform
maintenance and repair of the foundations
and bearing walls (excluding glass and
doors) of the Premises
3) Maintain and repair all landscaping,
planters, exterior seating and irrigation
systems; maintenance of exterior lighting;
trim and prune trees, bushes, hedges; cut
grass; remove weeds; water /irrigate
landscaping and vegetation as necessary
3) If and to the extent obligated in any
easements benefitting the Premises, County
to maintain and repair the unexposed
electrical, plumbing, and sewage systems
lying outside the Premises
4) Maintain and repair all exterior portions
of the Building including the roof, painting
and washing the exterior walls and windows
5) Maintain the Premises in a clean, tidy,
safe and sanitary condition. Keep Premises
uncluttered and promptly removing all
debris and waste material; conduct regular
rubbish removal
6) Clean and maintain parking lots and
sidewalks, steps, ramps adjacent to the
Building and public access to the Premises
7) Maintain and repair all floors, doors,
windows, and plate glass
8) Maintain and repair all restrooms,
plumbing, fixtures and hardware
9) Maintain, repair and replace all interior
walls, ceilings, surfaces and coverings
10) Maintain and repair all security and life
safety systems, and fire alarm equipment
11) Maintain and manage janitorial service
and supplies, restroom cleaning, mopping
and sweeping of the Premises
12) Maintain and repair kitchen appliances
and similar equipment*
13) Maintain and repair all staging and
working areas for classes, events or caterers
14) Maintain and repair all signs
15) Maintenance and replacement of
fluorescent and other lighting (e.g., light
bulbs, ballasts)
16) Coordinate with County on inspections 4) the right to enter the Premises upon 24 hrs notice for the purpose of inspecting the to
determine whether Premises is in good
condition and whether City is complying
with its obligations under the use agreement
17)Perform regular Pest Control by licensed
professional
*if replacement of appliances is required and
the cost therefor exceeds $2,000, City shall
contact County prior to causing said
replacement and seek written approval
before proceeding. County may in its sole
discretion grant or withhold its approval
EXHIBIT F
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COTATI VETERANS BUILDING RENTAL RATES
Exhibit F
Schedule of Rates, Fees and Charges
Item: Rate: Notes:
Auditorium $75/hr
• Discount Mon-Thur (all
renters): 20% off
• Discount Mon-Sun (NON Profit
only*): add another 10% off
• Auditorium after 1:30 am:
$150/hr
*Nonprofit rate applicable to all City
organized/sponsored uses and other 501c3
nonprofit uses
Kitchen
$30/hr
rate for kitchen use only or add to
Auditorium or Memorial room use rate for
both nonprofit and private
Memorial
Room
$55/hr
• Discount Mon-Thur (all
renters): 20% off
• Discount Mon-Sun: (NON
Profit only*): add another 10%
off
*Nonprofit rate applicable to all City
organized/sponsored uses and other 501c3
nonprofit uses
Holiday Rate
Holiday rates are an additional 50% of
the base rent.
Holiday rates apply to New Year’s Day,
Martin Luther King Jr. Day, Lincoln’s
Birthday, President’s Day, Memorial Day,
Independence Day, Labor Day, Veterans
Day, Thanksgiving Day and the day after,
and Christmas Day.
Commercial Gross
Receipts Fee 10% of gross receipts or base rent,
whichever is larger, with max of
$1,200/day
In addition to fees above for room rate
rental for private/commercial events
Deposit -Auditorium
or Memorial Room $500 for large event with alcohol service; refundable after event with no damage or
extra cleaning
required
EXHIBIT F
- 39 -
COTATI VETERANS BUILDING RENTAL RATES
$200 for small event, no alcohol service
DepositMemorial
Room $225
refundable after event with no damage or
extra cleaning
required
Processing Fee $25
Optional charge for reservation processing;
consider waiving for nonprofits and City
organized/sponsored
Late Fee $50
Optional, for reservations made less than
30 days before the event date; or changed
less than 30_days before event date
Cleaning Fee/Damage
Deposit
Up to $500
actual cost of contracted cleaners to
come in after event - estimated at up to
$150 for whole building and up to $100
for
Memorial room; Covid cleaning -$70
Room Set-up
With Chairs- Fees
Building Capacity is 329 for Assembly, and
200 seated. Memorial room, is 107
Assembly and seated 60.
1-100 guests $100
101-200 $200
Standing Room Only none
Alcohol
Service Fees
less than 250
people $100
Plus cost of any license to be paid by
renter
more than 250
people $200
Plus cost of any license to be paid by
renter
Cancellation Fees If customer cancels 90+ days before
event date, 50% of deposit will be
retained by the City.
If customer cancels 30-89 days before
event date, 100% of deposit will be
retained by the City.
If customer cancels 15-29 days before
event date, 50% of rental fee will be
retained by the City.
If customer cancels ˂15 days before
event date, 100% of rental fee will be
retained by the City.
Equipment
Rentals Varies
Based on fees set forth by Sonoma
County Board of Supervisors – available
upon request.
Timing for collection
of deposits/charges
City to cancel event if full payment not
received 30 days prior to event.
Full deposit due at booking.
Full rental fee due 30 days prior to event.
Rate Changes County shall have the right to modify the
rates set forth above and increase the
same consistent with its practices at
other veteran’s buildings; and shall give
City reasonable prior written notice of
the same.
Exhibit G
Insurance Requirements
City of Cotati as Licensee shall maintain and require its subcontractors and agents to maintain insurance as described below unless such insurance has been expressly waived by the attachment of a Waiver of Insurance Requirements.
County reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so. Failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Licensee from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement.
Workers Compensation and Employers Liability Insurance
a. Required if Licensee has employees.
b. Workers Compensation insurance with statutory limits as required by the Labor Code of the State of California.
c. Employers Liability with minimum limits of $1,000,000 per Accident; $1,000,000 Disease per employee; $1,000,000 Disease per policy.
d. Required Evidence of Insurance: Certificate of Insurance.
If Licensee currently has no employees, Licensee agrees to obtain the abovespecified Workers Compensation and Employers Liability insurance should any employees be engaged during the term of this Agreement or any extensions of the term.
General Liability Insurance
a. Commercial General Liability Insurance on a standard occurrence form, no less broad than Insurance Services Office (ISO) form CG 00 01. b. Minimum Limits: $1,000,000 per Occurrence; $2,000,000 General Aggregate; $2,000,000 Products/Completed Operations Aggregate. The required limits may be provided by a combination of General Liability Insurance and Commercial Excess or Commercial Umbrella Liability Insurance. If Licensee maintains higher limits than the specified minimum limits, County requires and shall be entitled to coverage for the higher limits maintained by Licensee.
c. Any deductible or self-insured retention shall be shown on the Certificate of Insurance. If the deductible or self-insured retention exceeds $25,000 it must be approved in advance by County. Licensee is responsible for any deductible or selfinsured retention and shall fund it upon County’s written request, regardless of whether Licensee has a claim against the insurance or is named as a party in any action involving the County.
d. County of Sonoma, its Officers, Agents and Employees shall be endorsed as additional insureds for liability arising out of Licensee’s ongoing operations. (ISO endorsement CG 20 26 or equivalent).
e. The insurance provided to the additional insureds shall be primary to, and noncontributory with, any insurance or self-insurance program maintained by them. f. The policy shall cover inter-insured suits between County and Licensee and include a “separation of insureds” or “severability” clause which treats each insured separately.
g. Required Evidence of Insurance:
i. Copy of the additional insured endorsement or policy language granting additional insured status; and
ii. Certificate of Insurance.
Automobile Liability Insurance
(Required if (1) autos are used in the event or activity; or (2) the activity involves substantial loading and unloading of property.)
a. Minimum Limit: $1,000,000 combined single limit per accident. The required limit may be satisfied by a combination of Automobile Liability Insurance and either Commercial Excess or Commercial Umbrella Liability Insurance. b. Insurance shall cover all owned autos. (Required if Licensee owns vehicles.) c. Insurance shall apply to all hired and non-owned autos. d. Required Evidence of Insurance: Certificate of Insurance.
Liquor Liability Insurance
(For events with alcohol.)
a. Minimum Limits: $1,000,000 for each Common Cause or Occurrence; $1,000,000 Aggregate.
b. Any deductible or self-insured retention shall be shown on the Certificate of Insurance. If the deductible or self-insured retention exceeds $25,000 it must be approved in advance by County. Licensee is responsible for any deductible or selfinsured retention. c. Required Evidence of Insurance: Certificate of Insurance.
Standards for Insurance Companies
Insurers, other than the California State Compensation Insurance Fund, shall have an A.M. Best's rating of at least A:VII.
Documentation
a. The Certificate of Insurance must include the following reference: County Sonoma -Cotati Vets Building License 2023.
b. All required Evidence of Insurance shall be submitted prior to the execution of this Agreement. Licensee agrees to maintain current Evidence of Insurance on file with County for the required period of insurance.
c. The name and address for Additional Insured endorsements and Certificates of Insurance is: County of Sonoma, Attn: Manager, Real Estate Division, 2300 County Center Drive, A200, Santa Rosa, CA 95403.
d. Required Evidence of Insurance shall be submitted for any renewal or replacement of a policy that already exists, at least ten (10) days before expiration or other termination of the existing policy.
e. Licensee shall provide immediate written notice if: (1) any of the required insurance policies are terminated; (2) the limits of any of the required policies are reduced; or (3) the deductible or self-insured retention is increased. f. Upon written request, certified copies of required insurance policies must be provided within thirty (30) days.
Policy Obligations
Licensee’s indemnity and other obligations shall not be limited by the foregoing insurance requirements.
Material Breach
If Licensee fails to maintain insurance which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. County, at its sole option, may terminate this Agreement and obtain damages from Licensee resulting from said breach.
E N D O F A G R E E M E N T