CITY OF HEALDSBURG
CITY COUNCIL/REDEVELOPMENT SUCCESSOR AGENCY
REGULAR MEETING AGENDA
City Hall Council Chamber Meeting Date: November 20, 2023 401 Grove Street Time: 6:00 PM
Healdsburg, CA 95448 Date Posted: November 15, 2023
(707) 431-3317
AMENDED AGENDA
Mayor Ariel Kelley will be participating in the meeting remotely from the Red Rock Resort and Spa, Business Center
11011 W. Charleston Blvd, Las Vegas, NV 89135
This agenda shall be posted at this location.
To join by computer, tablet, or mobile device:
Go to https://zoom.us/join and type in the Webinar ID: 815 8894 3494 or follow this link:
healdsburg.gov/zoom (Pre-registration for the meeting is not required.) .
1. CALL TO ORDER/ROLL CALL
A. Pledge of Allegiance
B. Approval of Agenda
2. REPORT ON CLOSED SESSION(S)
3. ANNOUNCEMENTS/PRESENTATIONS
A. Badge Pinning of Reserve Firefighters
B. Recognition of City Employees with Milestone Anniversaries
4. CITY MANAGER REPORTS
5. PUBLIC COMMENTS ON ITEMS ON THE CONSENT CALENDAR AND NON
AGENDA ITEMS
This time is set aside to receive comments from the public regarding matters of general interest not on the agenda, but related to City Council/RSA business. Pursuant to the Brown Act, however, the City Council cannot consider any issues or take action on any requests during this comment period. Public comment on non-agenda items is limited to thirty (30) minutes total for all speakers, with each speaker given no more than three (3) minutes. If there are more than ten (10) audience/public comment speakers, the Mayor may reduce each speaker’s time from three (3) minutes so that all speakers have an equal time to speak. At the Mayor’s discretion, the public City Council/RSA Regular Meeting Agenda
November 20, 2023
comment period may be extended past 30 minutes. Members from the public wishing to speak on a Consent Agenda item should notify the Mayor during Public Comments.
6. CONSENT CALENDAR
The following items listed on the Consent Calendar are considered routine in nature or have been previously reviewed by the Council and require little or no further discussion by the Council, public, or applicant and action will be taken by the City Council by a single motion. A Councilmember may request that an item be removed from the Consent Calendar and action taken separately. Consent by a majority of the Councilmembers present will be required in order to remove the item. In the event an item is removed, the matter will be considered immediately following the adoption of the Consent Calendar.
A. Alliance Medical Center Lease Agreement for the Healdsburg Community Center Adopt a Resolution authorizing the City Manager to execute an amendment to the Lease Agreement with Alliance Medical Center for space at the Healdsburg Community Center.
7. PUBLIC HEARINGS
None.
8. OLD BUSINESS
A. Fiscal Year 2023-24 First Quarter Financial Update
1. Receive a presentation on the FY 2023-24 City financials through September 30, 2023; and
2. Adopt a Resolution approving a budget amendment for Fiscal Year 2023-24.
9. NEW BUSINESS
A. Proposed Contract and Lease with Corazón Healdsburg
Adopt a Resolution authorizing the City Manager to execute a Professional Services Agreement with Corazón Healdsburg in an amount not to exceed $50,000 for the provision of community outreach and support services to the Latino/a/e community and authorizing the City Manager to execute a lease agreement extension for use of space at the Healdsburg Community Center.
B. Flock Safety Contract Renewal
Adopt a Resolution authorizing the City Manager to execute an agreement with Flock Safety for Automated License Plate Reader cameras for an amount not to exceed $166,500 over a five-year term.
City Council/RSA Regular Meeting Agenda
November 20, 2023
C. City Council Meetings and Work Session Dates for 2024 By motion, re-schedule certain regular 2024 City Council meeting dates that fall on a holiday and approve the City Council meeting schedule for 2024, including the anticipated work sessions and special meeting dates.
10. COUNCIL REPORTS ON MATTERS OF INTEREST OCCURRING SINCE
PREVIOUS REGULAR MEETING/EXPENSE REIMBURSEMENT REPORTS
11. WRITTEN COMMUNICATIONS
12. ADJOURN CITY COUNCIL / RSA MEETING
13. FUTURE AGENDA ITEMS
A. Future Agenda Items for 2023
SB 343 - DOCUMENTS RELATED TO OPEN SESSION AGENDAS: Any writings or documents provided to a majority of the City Council/Redevelopment Successor Agency Board regarding any item on this agenda after the posting of this agenda and not otherwise exempt from disclosure, will be made available for public review in the City Clerk's Office located at City Hall, 401 Grove Street, Healdsburg, during normal business hours. If supplemental materials are made available to the members of the City Council/Redevelopment Successor Agency Board at the meeting, a copy will be available for public review at the City Hall Council Chambers, 401 Grove Street, Healdsburg, CA 95448.
These writings will be made available in appropriate alternative formats upon request by a person with a disability, as required by the Americans with Disabilities Act.
DISABLED ACCOMMODATIONS: The City of Healdsburg will make reasonable accommodations for persons having special needs due to disabilities. Please contact Raina Allan, City Clerk, at Healdsburg City Hall, 401 Grove Street, Healdsburg, California, 431-3317, at least 72 hours prior to the meeting, to ensure the necessary accommodations are made.
CIUDAD DE HEALDSBURG
CONSEJO MUNICIPAL/AGENCIA DE DESARROLLO SUCESORA
ORDEN DEL DÍA DE LA REUNIÓN ORDINARIA
Cámaras del Consejo Municipal Fecha de reunión: 20 de noviembre de 2023 401 Grove Street Hora: 6:00 PM
Healdsburg, CA 95448 Fecha de publicación: 15 de noviembre de 2023 (707) 431-3317
ORDEN DEL DÍA MODIFICADO
El alcalde Ariel Kelley participará en la reunión a distancia desde el Red Rock Resort and Spa, Business Center
11011 W. Charleston Blvd, Las Vegas, NV 89135
El orden del día se publicará en este lugar.
Para participar por computadora, tableta o dispositivo móvil:
Vaya a https://zoom.us/join y teclee el número de identificación (ID) del seminario web: 815 8894 3494 o siga este enlace: healdsburg.gov/zoom (No es necesario inscribirse previamente a la reunión).
.
1. LLAMADA AL ORDEN/PASAR LISTA
A. Juramento a la bandera
B. Aprobación del orden del día
2. INFORME SOBRE LA SESIÓN/LAS SESIONES A PUERTA CERRADA
3. ANUNCIOS/PRESENTACIONES
A. Colocación de insignias a los bomberos de reserva
B. Reconocimiento a los empleados municipales con aniversarios de hitos
4. INFORMES DEL GERENTE DE LA CIUDAD
5. COMENTARIOS PÚBLICOS SOBRE LOS PUNTOS EN EL CALENDARIO ACORDADO Y LOS PUNTOS NO INCLUIDOS EN EL ORDEN DEL DÍA
Este tiempo se reserva para recibir comentarios del público sobre asuntos de interés general no incluidos en el orden del día, pero relacionados con los asuntos del Consejo Municipal/RSA. Sin embargo, conforme la Ley Brown, el Consejo Municipal no puede considerar temas o tomar medidas sobre cualquier solicitud hecha durante este período de comentario. Los comentarios del público sobre los puntos no incluidos en el orden del día están limitados a treinta (30) minutos en total para todos los oradores, concediéndose a cada orador un máximo de tres (3) minutos. Si hay más de diez (10) comentarios públicos, el alcalde puede reducir el tiempo de tres (3) minutos de Orden del día de la Reunión Ordinaria del Consejo Municipal /RSA 20 de noviembre de 2023
Página 5
cada orador para que así todos los oradores tengan el mismo tiempo para hablar. A discreción del alcalde, el periodo de comentarios del público podrá prolongarse más de 30 minutos. Los miembros del público que deseen hablar sobre un asunto en el orden del día acordado deben notificárselo al alcalde durante los comentarios públicos.
6. CALENDARIO ACORDADO
Los siguientes puntos enumerados en el orden del día acordado se consideran rutinarios o han sido revisados previamente por el Consejo y requieren poca o ninguna discusión por parte del Consejo, el público o solicitante y el Consejo Municipal tomará medidas en una sola moción. Un miembro del consejo puede solicitar que se excluya un punto del calendario acordado y se pueden tomar medidas por separado. Para excluir un punto, se requiere el consentimiento de una mayoría de los miembros del consejo presentes. En caso de que se excluya un punto, el asunto se considerará de inmediato después de la adopción del orden del día acordado.
A. Contrato de arrendamiento del Centro Médico Alliance para el Centro Comunitario de Healdsburg
Adoptar una Resolución autorizando al Administrador Municipal a ejecutar una enmienda al Contrato de Arrendamiento con Alliance Medical Center para el espacio en el Centro Comunitario de Healdsburg.
7. AUDIENCIAS PÚBLICAS
Ninguna.
8. ASUNTOS PENDIENTES
A. Revisión del presupuesto del primer trimestre del año fiscal 2023-24 al 30 de septiembre de 2023
1. Recibir una presentación sobre las finanzas de la Ciudad para el año fiscal 2022-23 hasta el 30 de septiembre de 2023, y
2. Adoptar una Resolución por la que se aprueba una modificación presupuestaria para el año fiscal 2023-24.
9. ASUNTOS NUEVOS
A. Propuesta de contrato y arrendamiento con Corazón Healdsburg Adoptar una Resolución por la que se autorice al gerente de la ciudad a ejecutar un Acuerdo de Servicios Profesionales con Corazón Healdsburg por un importe que no supere $50,000 para la prestación de servicios de alcance y apoyo comunitario a la comunidad latino/a/e y por la que se autorice al gerente de la ciudad a ejecutar una extensión del acuerdo de arrendamiento para el uso de espacio en el Centro Comunitario de Healdsburg.
Orden del día de la Reunión Ordinaria del Consejo Municipal /RSA 20 de noviembre de 2023
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B. Renovación del contrato con Flock Safety
Adoptar una Resolución por la que se autorice al gerente de la ciudad a ejecutar un acuerdo con Flock Safety para cámaras de lectura automática de matrículas por un importe no superior a $166,500 en un plazo de cinco años.
C. Fechas para las reuniones del Consejo Municipal y las sesiones de trabajo para 2024 Por moción, reprogramar ciertas reuniones regulares de 2024 del Consejo Municipal que caen en día festivo y aprobar el horario para las reuniones del Consejo Municipal en 2024, incluyendo las sesiones de trabajo anticipadas y las fechas de las reuniones especiales.
10. INFORMES DEL CONSEJO SOBRE ASUNTOS DE INTERÉS QUE HAN OCURRIDO DESDE LA REUNIÓN ORDINARIA ANTERIOR/INFORMES DE
REEMBOLSO DE GASTOS
11. COMUNICACIONES ESCRITAS
12. LEVANTAR LA REUNIÓN DEL CONSEJO MUNICIPAL/RSA
13. PUNTOS FUTUROS PARA EL ORDEN DEL DÍA
A. Futuros puntos del orden del día para 2023
SB 343 - DOCUMENTOS RELACIONADOS CON EL ÓRDEN DEL DÍA DE LAS SESIONES ABIERTAS: Cualquier escrito o documento provisto a una mayoría de la Junta del Consejo Municipal/Agencia de Desarrollo Sucesora con respecto a cualquier punto en este orden del día después de la publicación de la misma y que no esté exento de divulgación, se pondrá a disposición del público en la Oficina de la Secretaría Municipal ubicada en City Hall, 401 Grove Street, Healdsburg, durante horas hábiles. Si el material complementario se pone a disposición de los miembros de la Junta del Consejo Municipal/Agencia de Desarrollo Sucesora, una copia estará disponible para la revisión pública en las Cámaras del Consejo Municipal, 401 Grove Street, Healdsburg, CA 95448.
Estos escritos se pondrán a disposición en formatos alternativos apropiados a petición de una persona con discapacidad, tal y como exige la Ley de Estadounidenses con Discapacidades.
ADAPTACIONES POR DISCAPACIDAD: La ciudad de Healdsburg realizará adaptaciones razonables para las personas con necesidades especiales debidas a discapacidades. Por favor, contacte a Raina Allan, secretaria municipal, en Healdsburg City Hall, 401 Grove Street, Healdsburg, California, 431-3317, por lo menos 72 horas antes de la reunión para garantizar que se realicen las adaptaciones necesarias.
CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: November 20, 2023
SUBJECT: Alliance Medical Center Lease Agreement for the Healdsburg Community Center
PREPARED BY: Jaime Licea, Parks Superintendent
STRATEGIC INITIATIVE(S):
Maintain and Enhance Public Health and Safety
Provide Resident-Driven Community Services
RECOMMENDED ACTION(S):
Adopt a Resolution authorizing the City Manager to execute an amendment to the Lease Agreement with Alliance Medical Center for space at the Healdsburg Community Center.
COMMUNITY ENGAGEMENT/OUTREACH:
Not applicable.
BACKGROUND:
In 2018, the City of Healdsburg engaged in a lease agreement with Alliance Medical Center, allocating Rooms #15 and #16 at the Community Center to accommodate their expanding medical facility needs. Over the course of our collaboration, the original lease was amended three times to extend the term in accordance with the provisions outlined in the original agreement. In 2022 a new lease was executed for a twelve-month term.
DISCUSSION/ANALYSIS:
Alliance Medical Center has consistently exhibited commendable tenancy, faithfully adhering to the terms of the lease while providing outstanding service to the community. Staff propose a oneyear lease renewal with Alliance Medical Center.
Furthermore, over the next year, city staff intend to initiate discussions with Alliance Medical Center representatives regarding their long-term plans. The objective is to collaboratively optimize the use of leased space, ensuring mutual benefits for the community.
ENVIRONMENTAL STEWARDSHIP:
Not applicable.
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ALTERNATIVES:
City Council may choose to not extend the lease with Alliance Medical Center and provide direction to staff.
FISCAL IMPACT:
The term of the current lease with Alliance Medical Center will end December 19 ,2023. The proposed extension amends the term for a 12-month period ending December 19, 2024. The total lease revenue of $32,100 will be received in the Community Services Fund.
MONTHLY LEASE
AMOUNTS 12-MONTH LEASE
ROOM LEASE - (2) ROOMS $ 2,512.00 $ 30,144.00
COMMON AREA FEE $ 32.00 $ 384.00
UTILITY FEE $ 131.00 $ 1,572.00
TOTAL REVENUE $ 32,100.00
ENVIRONMENTAL ANALYSIS:
Pursuant to Title 14, the California Code of Regulations, Section 15378(b)(5) of the California Environmental Quality Act (“CEQA”) guidelines, approval of this resolution is not subject to CEQA because it is an administrative activity of the City that will not result in direct or indirect physical changes to the environment.
ATTACHMENT(S):
Resolution
Lease_Agreement-_Alliance_Medical_2022
Lease Extension - Alliance Medical Center
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CITY OF HEALDSBURG
RESOLUTION NO. ______-2023
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG APPROVING AN AMENDMENT TO THE
LEASE AGREEMENT WITH ALLIANCE MEDICAL CENTER
FOR THE HEALDSBURG COMMUNITY CENTER
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
AMENDMENT
WHEREAS, in 2022 the City of Healdsburg entered into a lease agreement with Alliance Medical Center for Rooms #15 and #16; and
WHEREAS, Alliance Medical Center established on off-site medical facility in the leased space; and
WHEREAS, Alliance Medical Center desires to continue to use the leased space; and WHEREAS, the City is agreeable to a one-year extensions of the lease for use of space, during which time the City will evaluate long-term use of the community center and ongoing lease rates for similar facilities; and
WHEREAS, Pursuant to Title 14 of the California Code of Regulations, Section 15378(b)(5) of the California Environmental Quality Act (“CEQA”) guidelines, approval of this resolution is an administrative activity of the City that will not result in direct or indirect physical changes to the environment.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Healdsburg does hereby:
1. Find that pursuant to Title 14 of the California Code of Regulations, Section 15378(b)(5) of the California Environmental Quality Act (“CEQA”) guidelines, approval of this resolution is an administrative activity of the City that will not result in direct or indirect physical changes to the environment, so no further CEQA review is required.
2. Approve an amendment to the lease agreement between the City of Healdsburg and Alliance Medical Center for use of Rooms #15 and #16 at the Community Center.
3. Authorize the City Manager to execute the amendments on the City’s behalf and take any other actions necessary to effectuate the agreements.
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Attachment: Resolution (4260 : Alliance Medical Center Lease Agreement for the Healdsburg Community Center) Resolution No. _____-2023
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Healdsburg this 20th day of November 2023, by the following vote:
AYES: Councilmembers: ( )
NOES: Councilmembers: ( )
ABSENT: Councilmembers: ( )
ABSTAINING: Councilmembers: ( )
SO ORDERED: ATTEST:
__________________________________ ____________________________________ Ariel Kelley, Mayor Raina Allan, City Clerk
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Attachment: Resolution (4260 : Alliance Medical Center Lease Agreement for the Healdsburg Community Center) 1 | Page
OFFICE LEASE
This Office Lease (this "Lease") is made and entered into as of this ___ day of December, 2022, by and between the City of Healdsburg, a municipal corporation ("Landlord") and Alliance Medical Center, a non-profit corporation ("Tenant"). Landlord and Tenant are hereafter collectively referred to as the "Parties."
RECITALS
A. The Landlord is a lessee of real property located at 1557 Healdsburg Avenue, Healdsburg, CA, (the "Property"), as more particularly described in Exhibit A attached hereto and incorporated herein by this reference.
B. On the Property is a community center commonly known as Healdsburg Community Center ("Community Center") which includes rentable office space (the "Premises"), as depicted in Exhibit A attached hereto and incorporated herein by this reference.
C. The Tenant desires to lease the Premises from the Landlord, and the Landlord desires to lease the Premises to the Tenant.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Agency and the Tenant hereby agree as follows:
ARTICLE I BASIC LEASE PROVISIONS
1.1 Landlord's contact information: Community Services Director 1557 Healdsburg Ave
Healdsburg, CA 95448
707-431-3301
1.2 Tenant's contact information: Alliance Medical Center CEO 1381 University Ave. Healdsburg, CA 95448
707-431-8234
1.3 Rented Area: Healdsburg Community Center Rooms #15 and #16, as more particularly described as the area shown in Exhibit A attached.
1.4 Commencement Date: Execution date of this agreement.
1.5 Term: Twelve (12) months from Commencement Date.
1.6 Expiration Date: The last day of the month in which the Term ends.
1.7 Reserved.
1.8 Base Rent: $1,256 per month, per room.
1.9 Tenant's share of common area expenses: $32/month
1.10 Utility services fee: initially, $131/month (see §7.1.1. for adjustments to this Fee.) 19th
DocuSign Envelope ID: 75909450-36C7-4363-9299-A7A50C76B74A
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Attachment: Lease_Agreement-_Alliance_Medical_2022 (4260 : Alliance Medical Center Lease Agreement for the Healdsburg Community 2 | Page
1.11 Security Deposit: One month's rent (Payment of $2,675 required upon execution).
Cleaning/Repair Deposit; $500.00 (Paid $500, Receipt #3652, 07/01/10).
1.12 Permitted Areas of Use by Tenant: The walkways, planter areas, restrooms, Courtyard, Amphitheater, black top area, playground, and fields are open to the public unless a permit has been issued by the City for a special event.
The Courtyard, Amphitheater, black top area and fields may be reserved for special events. If a permit has been issued for these areas, then they are not open to the public during the permit use times. The permitted areas (not open to the public) are: Rooms: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, the Community Meeting Room, Multi-purpose Room, Kitchen, garden area and the Administrative Offices.
1.13 Parking: This Lease does not include reserved parking. Parking is on a "first come, first served" basis. If parking spaces are all taken in the parking lot north of the Community Center, then the parking lot to the south of the community center, adjacent to the athletic fields, may be used. Fire Lanes and signed or painted no parking areas are to be kept clear at all times.
ARTICLE II DEFINITIONS
Definitions. As used in this Lease, the following terms shall have the definitions set forth below. Additional terms are defined in the remainder of this Lease.
2.1 Additional Rent means any and all sums other than Base Rent which Tenant is or becomes obligated to pay to Landlord under this Lease (whether or not specifically called "Additional Rent" in this Lease), including but not limited to the Tenant’s share of common area expenses and utility services fee.
2.2 Alterations means any decorations, modifications, additions or improvements made in, on, about, under or contiguous to the Premises by or for the benefit of Tenant including but not limited to, telecommunications and/or data cabling, lighting, HVAC and electrical fixtures, pipes and conduits, partitions, cabinetwork and carpeting.
2.3 Applicable Laws is defined in Section 5.4.
2.4 Base Rent means the monthly amount payable per Section 1.8.
2.5 Building (also referred to as "Community Center") means the buildings, accessory structures and other improvements located at 1557 Healdsburg Avenue, Healdsburg, CA 95448.
2.6 Commencement Date is the date set forth in Section 1.4, and means the date upon which (i) Tenant shall be permitted to occupy the Premises for the conduct of Tenant's operations, and (ii) the date upon which Tenant's obligation to pay Rent shall commence.
2.7 Common Area means all areas and facilities located on the Property or in the Buildings that are designated as "Common Area" on Exhibit A, attached.
2.8 Environmental Laws is defined in Section 6.5.
2.9 Fiscal Year- July 1 through June 30 of a given twelve-month period
2.10 Hazardous Material is defined in Section 6.5.
2.11 Reserved.
2.12 Reserved.
2.13 Premises means the rented premises shown on Exhibit A.
DocuSign Envelope ID: 75909450-36C7-4363-9299-A7A50C76B74A
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Attachment: Lease_Agreement-_Alliance_Medical_2022 (4260 : Alliance Medical Center Lease Agreement for the Healdsburg Community 3 | Page
2.14 Property means real property located at 1557 Healdsburg Ave. Healdsburg, CA.
2.15 "Rules and Regulations" means the Rules and Regulations set forth in Exhibit B attached hereto as such may be modified or amended from time to time by Landlord.
2.16 Community Center (also referred to as "Building") means the buildings, accessory structures, and other improvements located at 1557 Healdsburg Avenue, Healdsburg, CA 95448.
2.17 Lease Year(s) means successive periods of twelve (12) full calendar months, beginning on the Commencement Date. If the Commencement Date is not the first day of a month, then the first Lease Year also includes the partial month in which the Commencement Date occurs.
2.18 Term means the term of this Lease as set forth in Section 1.5 as such may be modified pursuant to the terms hereof.
2.19 Total Rent means the sum of Base Rent plus any Additional Rent.
ARTICLE III PREMISES AND TERM
3.1 Leased Premises. Subject to and upon the terms and conditions set forth herein, Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord. The Premises consist of a portion of the Community Center, as depicted in the diagram attached hereto as Exhibit A. Tenant acknowledges that Landlord has ·made no representation or warranty regarding the condition of the Premises, the Building or the Property except as specifically stated in this Lease. The Parties agree that based upon their own inspection and estimates, the estimated square footage of the Premises is 1,800 square feet/room. Tenant and Landlord hereby stipulate and agree that the square footage of the Premises is as stated herein, notwithstanding·any minor variations in measurement or other minor variations that may have occurred in the calculation thereof.
3.1.1 Appurtenant Rights. Tenant is granted the right during the Term to the nonexclusive use of the Common Area as shown on Exhibit A, attached. Landlord has sole discretion to determine the manner in which the public and common areas are maintained and operated; the use of such areasshall be subject to Rules and Regulations, attached as Exhibit B.
3.2 Term and Commencement. The Term of this Lease shall commence on the Commencement Date, and unless sooner terminated as provided herein, the Term shall be for the period set forth in Section 1.5 as the same may be extended in accordance with any option or options to extend the Term granted herein.
3.3 No Representations. Tenant acknowledges that neither Landlord nor any of Landlord's agents has made any representation or warranty as to. the suitability or fitness of the Premises for the conduct of Tenant's business, and that neither Landlord nor any agent of Landlord has agreed to undertake any alterations or additions or to construct any tenant improvementsto the Premises except as expressly provided in this Lease.
ARTICLE IV RENT, OPERATING EXPENSES, AND DEPOSITS
4.1 Monthly Rent. From and after the Commencement Date, Tenant shall pay to Landlord for each calendar month of the Term, the monthly Base Rent set forth in Section 1.8. Each monthly installment of Base Rent shall be due and payable to Landlord in advance, on the first (1st) day of each calendar month during the Term, without abatement, deduction, claim or offset except as otherwise expressly provided herein, and without prior notice, invoice or demand, at Landlord's address or such other place as Landlord may designate from time to time.
4.2 Prorations. Monthly installments for any fractional calendar month at the beginning or end of the Term shall be prorated based on the number of days in such month.
DocuSign Envelope ID: 75909450-36C7-4363-9299-A7A50C76B74A
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Attachment: Lease_Agreement-_Alliance_Medical_2022 (4260 : Alliance Medical Center Lease Agreement for the Healdsburg Community 4 | Page
4.3 Additional Rent. All Additional Rent, including without limitation, Tenant's share of common area expenses in the amount of $32 per month and any utility services fee, as described in Section 1.1, shall be due and payable to Landlord without abatement, deduction, claim or offset at the same time and place that payment of Base Rent is due.
4.4 Late Charge. Tenant acknowledges that the late payment of Base Rent or Additional Rent will cause Landlord to incur administrative costs and other damages, the exact amount of which would be impracticable or extremely difficult to ascertain. Landlord and Tenant agree that if Landlord does not receive any such payment within ten (10) calendar days after such payment is due, Tenant shall pay to Landlord as Additional Rent an amount equal to ten percent (10%) of the overdue amount as a late charge for each month or partial month that such amount remains unpaid. The Parties acknowledge that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of the late payment by Tenant.
Acceptance of any late payment and/or late charge therefore shall not prevent Landlord from exercising any of the other rights and remedies available to Landlord for any other Event of Default under this Lease.
4.5 Reserved.
ARTICLE V USE OF PREMISES
5.1 Permitted Use. The Premises shall be used solely for the purpose of providing those services. and using the supplies and equipment as shown on Exhibit "E", attached. (separately and collectively referred to hereinafter as "Services") and for no other purpose without the written consent of Landlord, which may be granted or withheld in Landlord's sole discretion. Tenant warrants and represents that all persons providing Services shall, at all times during the Term, and any other period of occupancy and use of the Premises by Tenant, be properly licensed and trained to provide such Services. Tenant shall not do or suffer or permit anything to be done in or about the Premises or the Property, nor bring or keep anything therein that would in any way subject Landlord to any liability, increase the premium rate of or affect any fire, casualty, rent or other insurance relating to the Property or any of the contents of the Building, or cause a cancellation of, or give rise to any defense by the insurer to any claim under, or conflict with, any policies for such insurance. If any act or omission of Tenant results in an increase in insurance premiums for Landlord, Tenant shall pay to Landlord upon demand the amount of such increase.
5.2 Signage. Tenant shall obtain the prior approval of the Landlord, which approval may be withheld in Landlord’s reasonable discretion, before placing any sign or symbol on doors or windows or elsewhere in or about the Premises so as to be visible from the public areas or exterior of the Building or upon any other part of the Building or Property, including building directories. Any signs or symbols which have been placed without Landlord's approval may be removed by Landlord. Upon expiration or termination of this Lease, all signs installed by Tenant shall be removed and any damage resulting therefrom shall be promptly repaired by Tenant, or such removal and repair may be done by Landlord and the cost charged to Tenant as Rent.
5.3 Rules and Regulations. Tenant shall comply with the Rules and Regulations attached hereto as Exhibit C and any amendments or additions thereto promulgated by Landlord from time to time for the safety, care and cleanliness of the Premises, Building and Property. Tenant shall not use or permit any person to use the Property, the Building, or the Premises for any purpose that is contrary to the Rules and Regulations, that violates any Applicable Law, that constitutes waste or nuisance, or that would unreasonably annoy or interfere with other occupants of the Building or the Property. Landlord shall not be responsible to Tenant for the nonperformance or noncompliance by any other tenant or occupant of the Building ·of or with any of the Rules and Regulations. In the event of any conflict b tween the provisions of this Lease and the provisions of the Rules and Regulations, the provisions of this Lease shall control.
5.4 Compliance with Laws. Tenant shall procure and maintain all governmental approvals, licenses and permits required for the proper and lawful conduct of Tenant's permitted use of the Premises. Tenant shall throughout the Term comply with, and shall not use the Premises, the Building or the Property, or suffer or permit anything to be done in or about the same which would in any way conflict with any Environmental Laws, as defined in Section 6.5, or the following (collectively "Applicable Laws"): (i) the provisions of all DocuSign Envelope ID: 75909450-36C7-4363-9299-A7A50C76B74A
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recorded covenants, conditions and restrictions applicable to the Building or the Property, (ii) any federal, state, county, local or other governmental agency rules, regulations, statutes, ordinances, orders, standards, requirements or laws now in force or hereafter enacted, promulgated or issued which are applicable to the Property, Premises, the Building, or the use or occupancy thereof, including without limitation building, zoning, public safety and fire codes and regulations.
5.5 Repairs and Replacements. Tenant shall repair and maintain the Premises, including tenant improvements, fixtures and furnishings in an order and condition in compliance with Applicable Laws, and Tenant shall, at Tenant's sole expense, promptly make all repairs, replacements, alterations, or improvements necessary to comply with all ApplicableLaws to the extent that such Applicable Laws are triggered by or relate to (i) Tenant's particular use of the Premises, and/or (ii) any improvements or alterations made by or on behalf of Tenant to the Premises or the Building. If Tenant fails to maintain or keep the Premises in good repair, at Landlord's option, Landlord may, after providing Tenant no less than thirty (30) days' prior written notice, perform any such required maintenance and repairs and within ten days after receipt of Landlord's invoice therefore, Tenant shall pay Landlord's costs incurred in connection with such repairs, plus a percentage of such costs sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs and expenses in connection therewith.
Except to the extent Tenant is expressly obligated to do so pursuant to this Lease, Landlord shall, at Landlord's sole expense, promptly make all repairs, replacements, alterations, or improvements necessary to comply with all Applicable Laws as in effect as of the Effective Date, to the extent that (i) such Applicable Laws relate to the exterior or structural portion of the Building, and (ii) the requirement to undertake such repairs, replacements, alterations, or improvements is·not triggered as a result of Tenant's particular use of the Premises.
5.6 Parking. Landlord hereby grants to Tenant a nonexclusive license and right, in common with Landlord and all persons conducting business in the Building and their respective customers, guests, licensees, invitees, employees and agents, to use the parking area located on the Property for vehicular parking, on a "first-come, first-served" basis. The nonexclusive license and right granted pursuant to this Section shall be subject to the Rules and Regulations.
5.7 Facility Use. Tenant agrees that the provision by Tenant of healthcare and wellness services as described in Exhibit E, attached hereto and incorporated herein, is a material term of this Lease. Tenant agrees to operate for the purpose of performing the Services during the term of this Lease on a fulltime schedule from Monday through Friday.
ARTICLE VI ENVIRONMENTAL MATTERS
6.1 Use of Hazardous Materials. Tenant shall not cause or permit any Hazardous Material, as defined in Section 6.5, below, to be generated, brought onto, used, stored, or disposed of in or about the Premises, the Building or the Property by Tenant or Tenant's agents, employees, contractors, subtenants or invitees (collectively "Tenant Parties"), except for limited quantities of standard office and janitorial supplies. At Tenant's sole cost and expense, Tenant shall use, store and dispose of all such Hazardous Material in strict compliance with all Environmental Laws, as defined in Section 6.5, below, and shall in all other respects comply with all Environmental Laws.
6.2 Notice of Release or Investigation. If during the Lease Term (including any extensions), Tenant becomes aware of (a) any actual or threatened release of any Hazardous Material on, under, or about the Premises, the Building or the Property, or (b) any inquiry, investigation, proceeding, or claim by any government agency or other person regarding the presence of Hazardous Material on, under, or about the Premises, the Building, or the Property, Tenant shall give Landlord written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to Landlord copies of any claims, notices of violation, reports, or other writings received by Tenant that concern the release or investigation.
6.3 Indemnification. Tenant shall defend (with counsel acceptable to Landlord), indemnify and hold harmless Landlord and Landlord's elected and appointed officers, officials, employees, agents and representatives DocuSign Envelope ID: 75909450-36C7-4363-9299-A7A50C76B74A
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(collectively, "Indemnitees") from and against any and all liabilities, losses, damages, fines, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses (including without limitation reasonable attorneys' fees and expenses, court costs, expert witness fees and post judgment collection costs) (collectively, "Claims") resulting or arising from or in connection with any release of any Hazardous Material in or about the Premises, the Building, or the Property (unless such release is caused by Indemnitees) or any other violation of any Environmental Law by Tenant, or Tenant Parties.. This indemnification includes: (i) losses attributable to diminution in value of Premises or the Building, (ii) loss or restriction of use of rentable space in the Building, (iii)" adverse effect on the marketing of any space in the Building; and (iv) all other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement actions, administrative or judicial proceedings, orders, or judgments), damages (including consequential and punitive damages), and costs (including attorney, consultant, and expert fees and expenses) resulting from the release or violation. This indemnity shall not extend to Claims to the extent the same are caused by the gross negligence or willful misconduct of Indemnitees. The provisions of this Section shall survive the expiration or termination of this Lease.
6.4 Remediation Obligations. If the presence of any Hazardous Material brought onto the Premises or the Building by Tenant or Tenant Parties results in contamination of the Building, Tenant shall promptly take all necessary actions to remove or remediate such Hazardous Materials, whether or not they are present at concentrations exceeding state or federal maximum concentration or action levels, or any governmental agency has issued a cleanup order, at Tenant's sole expense, to return the Premises and the Building to the condition that existed before the introduction of such Hazardous Material. Tenant shall first obtain Landlord's approval of the proposed removal or remedial action. This provision does not limit the indemnification obligation set forth in Section 6.3.
6.5 Definition of Hazardous Material and Environmental Laws. As used in this Lease, the term "Hazardous Material" means any hazardous or toxic substance, material, or waste at any concentration that is or becomes regulated by the United States, the State of California, or any government authority having jurisdiction over the Building. Hazardous Material includes: (a) any "hazardous substance," as defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S. Code§§ 9601-9675); (b) "hazardous waste," as defined in the Resource Conservation and Recovery Act of 1976 (42 U.S. Code §§ 6901- 6992k); (c) any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state, or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect); (d) petroleum products; (e) radioactive material, including any source, special nuclear, or byproduct material as defined in 42 U.S. Code§§ 2011- 2297g-4; (f) asbestos in any form or condition; and (g) polychlorinated biphenyls ("PCBs") and substances or compounds containing PCBs. As used in this Lease, the term "Environmental Laws" means all federal, state and local laws, ordinances, regulations, rules orders and directives pertaining to Hazardous Materials, including without limitation, the laws, statutes, and regulations cited in this Section 6.5, as any of the foregoing may be amended from time to time, or any other federal, State, or local laws regulating the environment that are applicable to any action taken by Tenant regarding the Premises or pursuant to this Lease.
ARTICLE VII OBLIGATIONS FOR UTILITIES AND SERVICES
7.1 Building Services. Landlord shall supply Utility Services and Maintenance Services as described below. Utility Services and the Maintenance Services are collectively referred to as "Building Services." Except as otherwise provided herein, the cost of all Building Services shall be considered Additional Rent and paid by Tenant.
7.1.1 Utility Services. Landlord shall furnish the utility services listed in this Section ("Utility Services") except to the extent that Tenant has separately contracted for the provision of such services. During sixty (60) hours per week on a schedule to be selected by Tenant ("Scheduled Utility Hours") Landlord shall supply: (i) electricity for lighting and power suitable for use of the Premises for ordinary general office purposes; (ii) air conditioning and heating as required in Landlord's reasonable judgment for the comfortable use and occupancy of the Premises for ordinary general office purposes; (iii) water for drinking and lavatory purposes; and (iv) regular sewer service. If Landlord reasonably believes Tenant's electrical usage is excessive, Landlord may at its option require Tenant to pay as Additional Rent the cost as reasonably determined by Landlord incurred by such extraordinary usage.
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In addition, Landlord may install separate meter(s) for the Premises for water and electrical services; at Landlord's expense, and Tenant thereafter shall pay all charges for the metered service based on actual usage.
If Landlord elects to install a separate meter for water and/or electrical service to the Premises, then following the installation of such meter(s), an average monthly usage will be determined, using three months metered usage.
If the three-month metered usage shows that Tenant paid more in monthly charges prior to the installation of meters than Tenant would have paid had a meter(s) been installed, then Landlord will give Tenant a "utility credit" for the amount of any excess payment, which credit shall be applied against future utility charges. If the three-month metered usage shows that Tenant has paid less in monthly charges prior to the installation of meters than Tenant would have paid had a meter(s) been installed, then Tenant shall pay any additional amount that is owed based on such underpayment. If such Building Services (including without limitation HVAC service) are requested by Tenant during times other than the Scheduled Utility Hours, Landlord shall use reasonable efforts to furnish such additional Building Services upon reasonable notice from Tenant, and Tenant shall pay Landlord's charges for such Services on demand as Additional Rent. Such charges shall be based on Landlord's actual costs together with such reasonable administration charges as Landlord may impose in connection therewith, with after-hours HVAC services being charged on a per-hour basis at the hourly rate established by Landlord from time to time for the Building (which hourly rate may be based on the cost of utilities, wear and tear on the HVAC systems and Landlord's administration) Tenant shall cooperate with any present or future government conservation requirements and with any reasonable conservation practices established by Landlord.
7.1.2 Maintenance Services. Landlord shall provide all of the following (collectively, "Maintenance Services"): (i) maintenance of all exterior areas of the Building and the Property, including without limitation, lighting and landscaping; (ii) cleaning, painting, maintenance and repair of the Building exterior, (iii) maintenance and repair of the Building mechanical, electrical, HVAC and plumbing equipment and systems and the Building structural components including the roof, foundation, floors and walls, (iv) maintenance of all public and common areas of the Building and the Property including parking lots, walkways, driveways, fences, utility systems, fire sprinklers, corridors, restrooms, windows; (v) supply of public area lamp replacement, (vi) provision of exterior window washing with reasonable frequency, but in no event less than two times per year; and (vii) provision of janitorial services to the common areas ("Janitorial Services"). Tenant shall be responsible for janitorial service to the Premises and interior window cleaning. Tenant has the option of using the City's janitorial service (cost to be added to the monthly rent), or bringing in their own janitorial service.
7.2 Interruption of Services. Tenant agrees that Landlord shall not be liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any Building .Service or for diminution in the quality or quantity of any service when the failure, delay, or diminution is entirely or partially caused by: (a) breakage, repairs, replacements, or improvements; (b) strike, lockout, or other labor trouble; (c) inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort to do so; (d) accident or casualty; (e) act or default of Tenant or other parties; or (f) any other cause beyond Landlord's reasonable control. Such failure, delay, or diminution shall not be considered to constitute an eviction or a disturbance of Tenant's use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Landlord may comply with mandatory or voluntary controls or guidelines promulgated by any government entity relating to the use or conservation of energy, water, gas, light, or electricity without creating any liability of Landlord to Tenant under this Lease as long as compliance with voluntary controls or guidelines does not materially and unreasonably interfere with Tenant's use of the Premises.
7.3 Compliance with Applicable Laws. Landlord and Tenant shall each comply with (and shall cause their respective employees, agents and contractors to comply with) all Applicable Laws, including without limitation all Environmental Laws, whenever either party undertakes any work of construction, alteration or improvement in the Premises or the Building.
7.4 Statutory Notice Possessory Interest Tax. Tenant is advised that under California Revenue and Taxation Code Section 107.6, execution of this Agreement may create a possessory interest in Tenant subject to property DocuSign Envelope ID: 75909450-36C7-4363-9299-A7A50C76B74A
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taxation. Tenant hereby agrees that if such possessory interest is created and is subject to property taxation, Tenant shall be solely responsible for the payment of said property taxes levied on any such interest.
ARTICLE VIII ALTERATIONS AND ADDITIONS
8.1 Alterations and Improvements. Tenant may not make any Alterations to the Premises or Building without the prior written approval of Landlord. Any Landlord-approved Alterations shall be done at Tenant's expense, in a good and workmanlike manner, in conformity with plans and specifications reviewed and approved by Landlord, and in compliance with all Applicable Laws. Tenant shall obtain all necessary governmental approvals and permits for such Alterations. Tenant shall give Landlord not less than ten (10) business days' notice prior to the commencement of construction so that Landlord may post a notice of non-responsibility on the Premises. In no event shall any Alteration:
(i) affect the exterior of the Building,
(ii) affect any structural portion of the Building, including without limitation, the roof, (iii) require any change to the basic floor plan of the Premises or any change to the structural or mechanical components of the Premises,
(iv) diminish the value of the Premises,
(v) result in an increase in demand for Building Services, (vi) cause an increase in the premiums for hazard or liability insurance carried by Landlord, or
(vii) overload the floor load capacity or unduly burden the plumbing, heating, ventilation, air conditioning, electrical or other basic systems that serve the Building.
8.2 Liens. Tenant shall not permit any mechanics', materialmen's or other liens, to be filed against the Building or the Property or against Tenant's leasehold interest in the Premises. Landlord has the right at all times to post and keep posted on the Premises any notice that it considers necessary for protection from such liens. If Tenant fails to cause the release of record of any lien(s) filed against the Premises or Tenant's leasehold estate therein, by payment or posting of a proper bond within ten (10) days from the date of the lien filing(s), then Landlord may, at Tenant's expense, cause such lien(s) to be released by any means Landlord deems proper, including but not limited to payment of or defense against the claim giving rise to the lien(s). All sums reasonably disbursed, deposited or incurred by Landlord in connection with the release of the lien(s), including but not limited to all costs, expenses and attorney's fees, shall be due and payable by Tenant to Landlord as Additional Rent on demand by Landlord.
ARTICLE IX INSURANCE AND INDEMNITY
9.1 Indemnity. To the fullest extent permitted by law, Tenant shall defend (with counsel reasonably acceptable to Landlord), indemnify and hold Indemnitees harmless from and against any and all Claims arising out of or relating directly or indirectly to this Lease or the Premises (including without limitation, Claims for or relating to loss of or damage to property, injury or death of any person, and economic losses and consequential or resulting damage of any kind), including any Claim arising from or in connection with or in any way attributable to: (i) the use or occupancy, or manner of use or occupancy of the Premises, the Building or the Property by Tenant or the Tenant Parties, (ii) any act, error, omission or negligence of Tenant or Tenant Parties or any invitee, guest or licensee of Tenant in, on or about the Property including without limitation Claims which directly or indirectly, in whole or in part, are caused by, arise in connectionwith,result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, any act or omission of Tenant or Tenant Parties, (iv) any activity, work, or thing done, omitted, permitted, allowed or suffered by Tenant or Tenant Parties in, at, or about the Premises, the Building or the Property, or (v) any breach or default in performance of any obligation on Tenant's part in the performance of any covenant or agreement to be performed under this Lease, except to the extent caused by the sole gross negligence or willful misconduct of the Indemnitees. The provisions of this Section shall not be construed or interpreted as restricting, limiting or modifying Tenant's insurance obligations under this Lease and are independent of such obligations. Tenant's compliance with insurance requirements set forth in this Lease shall not restrict, limit or modify Tenant's indemnification obligations hereunder. The provisions of this Section shall DocuSign Envelope ID: 75909450-36C7-4363-9299-A7A50C76B74A
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survive the expiration or earlier termination of this Lease.
9.2 Tenant's Insurance. Tenant shall, at its sole expense, procure and maintain throughout the Term (plus any later periods where Tenant may be in occupancy of the Premises) all of the insurance coverages, of the type and amounts as described in Exhibit D, attached.
ARTICLE X ASSIGNMENT AND SUBLETTING
10.1 Landlord's Consent Required. Tenant shall not directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, mortgage, pledge, encumber or otherwise transfer this Lease, or permit all or any part of the Premises to be subleased or used or occupied for any purpose by anyone other than Tenant without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed.
Any assignment or sublease without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law.
10.2 No Release of Obligations. The consent by Landlord to an assignment or subletting hereunder shall not relieve Tenant or any assignee or subtenant from the requirement of obtaining Landlord's express prior written consent to any other or further assignment or subletting. No subtenant may assign its sublease, or further sublet its subleased premises, without Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion. Neither an assignment or subletting nor the collection of rent by Landlord from any person other than Tenant shall be deemed a waiver of any of the provisions of this Article or release Tenant from its obligations to comply with this Lease, and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease.
ARTICLE XI DAMAGE AND DESTRUCTION
11.1 Repair and Restoration: Termination Rights. If all or part of the Premises is damaged by fire or other casualty, or if the Building is so damaged that access to or use and occupancy of the Premises is materially impaired, within forty-five (45) days of the date of the damage, Landlord shall notify Tenant of the estimated time, in Landlord's reasonable judgment, required for repair or restoration ("Repair Period"). If the estimated Repair Period is one hundred eighty (180) days or less, Landlord shall proceed promptly and diligently to repair or restore the Premises or the portion of the Building necessary for Tenant's occupancy, and this Lease shall remain in effect, except that for the time unusable, Tenant shall receive a Rent abatement for that part of the Premises rendered unusable in the conduct of Tenant's business. If the estimated Repair Period is in excess of one hundred eighty (180) days from the date of the casualty, Landlord, at its option, shall either (a) commence to repair the damage, in which case this Lease shall continue in full force and effect, or (b) terminate this Lease as of the date specified by Landlord in a notice of termination, and this Lease shall terminate on the date specified in the notice.
11.2 Damage Near End of Term. Notwithstanding anything to the contrary set forth in this Article, if the Premises or the Building are damaged during the last twelve (12) months of the Term, Landlord and Tenant shall each have the option to terminate this Lease by giving written notice to the other of the exercise of that option within thirty (30) days after the damage or destruction, and this Lease shall terminate as of the date specified in such notice which shall be not before the date of such notice nor more than 30 days after the date of such notice.
11.3 Rent Apportionment. If Landlord or Tenant elects to terminate this Lease under this Article XI, Tenant shall pay Rent, prorated on a per diem basis and paid up to the date of the casualty. If the Premises are wholly untenantable and this Lease is not terminated, Rent shall abate on a per diem basis from the date of the casualty until Premises are ready for occupancy by Tenant or the default is cured. If part of the Premises are untenantable, Rent shall be prorated on a per diem basis and abated in proportion to the portion of the Premises which is unusable until the damaged part is ready for Tenant's occupancy. Notwithstanding the foregoing, if any DocuSign Envelope ID: 75909450-36C7-4363-9299-A7A50C76B74A
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damage was caused by the gross negligence or willful misconduct of Tenant, its employees or agents, then, in such event, Tenant agreesthat Rent shall not abate or be diminished.
11.4 Waiver of Statutory Provisions. The provisions of this Lease, including those in this Article XI, constitute an express agreement between Landlord and Tenant that applies in the event of any damage to the Premises, Building, or Property. Tenant, therefore, fully waives the provisions of any statute or regulation, including California Civil Code sections 1932(2) and 1933(4), relating to any rights or obligations concerning any such casualty.
ARTICLE XII SURRENDER OF PREMISES; HOLDING OVER
12.1 Surrender of Premises. On expiration of this Lease, Tenant shall surrender the Premises in the same condition as when the Term commenced, ordinary wear and tear excepted. Except for furniture, equipment and trade fixtures (other than those which are affixed to the Premises so that they cannot be removed without material damage to the Premises) all alterations, additions or improvements, whether temporary or permanent in character, made in or upon the Premises, either by Landlord or Tenant, shall be Landlord's property and at the expiration or earlier termination of this Lease shall remain on the Premises without compensation to Tenant; provided that, upon reasonable written request of Landlord, Tenant shall, at its expense and without delay, remove any alterations, additions or improvements (including, without limitation, all telecommunications equipment and cabling, and all alterations and improvements made by Tenant after the Commencement Date) made to the Premises by Tenant and designated by Landlord to be removed, and shall repair any damage to the Premises or the Building caused by such removal. If Tenant fails to complete such removal or to repairthe Premises, Landlord may complete such removal and repair, and Tenant shall reimburse Landlord therefore. If Tenant fails to remove such property as required under this Lease, Landlord may dispose of such property in its sole discretion without any liability to Tenant, and further may charge the cost of any such disposition to Tenant.
12.2 Hold Over Tenancy. If Tenant remains in possession of the Premises after the expiration, or earlier termination of this Lease with Landlord's written consent, Tenant shall be deemed, at Landlord's option, to occupy the Premises as a tenant from month-to-month. During such tenancy (and prior to any termination by Landlord), Tenant agrees to pay Landlord, monthly in advance, an amount equal to the greater of (i) the then fair market rental (as reasonably determined by Landlord) for the Premises, or (ii) one hundred thirty percent (130%) of all Base Rent which would become due the last month of the Term, together with all other amounts payable by Tenant to Landlord under this Lease. Except as provided in the preceding sentence,such month-to-month tenancy shall be on the same terms and conditions of this Lease except that any rights or options pertaining to additional space in the Building contained in this Lease shall be deemed to be terminated and shall be inapplicable thereto. Landlord's acceptance of rent after such holding over with Landlord's written consent shall not result in any other tenancy or in a renewal of the initial term of this Lease. If Tenant remains in possession of the Premises after the expiration or earlier termination of this Lease without Landlord's written consent, Tenant's continued possession shall be on the basis of a tenancy at sufferance and Tenant shall pay Rent during the holdover period in an amount equal to the greater of (i) one hundred fifty percent (150%) of the then fair market rental (as reasonably determined by Landlord) for the Premises, or (ii) two hundred percent (200%) of all Base Rent which would become due the last month of the Term, together with all other amounts payable by Tenant to Landlord.
ARTICLE XIII - LANDLORD'S RESERVED RIGHTS
13.1 Rights Reserved to Landlord. Without notice and without liability to Tenant, and without effecting an eviction or disturbance of Tenant's use or possession, Landlord shall have the right to (i) make changes in the legal status of the Building or the Property as Landlord shall deem appropriate in its sole discretion, provided such changes do not substantially interfere with Tenant's use of the Premises for the Permitted Use; (ii) enter the Premises at reasonable times and with reasonable advance notice (and at any time in the event of an emergency), to inspect or repair the Premises or the Building and to perform any acts related to the safety, protection, reletting, or improvement of the Premises or the Building; (iii) install and maintain signs on and in the Building and the Property; and (iv) make such rules and regulations as, in the reasonable judgment of Landlord, may be needed from time to time for the safety of the tenants, the care DocuSign Envelope ID: 75909450-36C7-4363-9299-A7A50C76B74A
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and cleanliness of the Premises, the Building and the Property and the preservation of good order therein.
Landlord shall at all times retain a key with which to unlock all of the doors in the Premises, except Tenant's vaults and safes. Tenant shall pay Landlord the cost of re-keying Room #15 and #16 if the keys issued to Tenant have been lost. If an emergency necessitates immediate access to the Premises, Landlord may use whatever force is necessary to enter the Premises and any such entry to the Premises shall not constitute a forcible or unlawful entry into the Premises, a detainer of the Premises or an eviction of Tenant from the Premises or any portion thereof.
ARTICLE XIV DEFAULT AND REMEDIES
14.1 Tenant's Default. It shall be an "Event of Default" hereunder if Tenant shall:
(a) fail to pay when due any monthly installment of Rent, including without limitation, any Additional Rent, or fail to pay any other amount owed by Tenant to Landlord under this Lease as and when due and such failure continues for five (5) days following written notice thereof to Tenant by Landlord; (b) fail to provide any certificate, instrument or assurance as required by this Lease if the failure continues for ten (10) days after written notice of the failure to Tenant; (c) make a general assignment for the benefit of its creditors or file a petition for bankruptcy or other reorganization, liquidation, dissolution or similar relief or have a proceeding filed against Tenant seeking any relief mentioned in this subsection (c) which is not discharged within sixty (60) days thereafter; (d) have a trustee, receiver or liquidator appointed for Tenant; (f) abandon or vacate the Premisesfor more than three (3) consecutive months; (g) assign this Lease or sublease any portion of the Premisesin violation of Article X; or (h) fail to comply with any other provision of this Lease in the manner required hereunder and such failure continues for thirty (30) days after written notice thereof to Tenant by Landlord (or if the noncompliance cannot by its nature be cured within the 30- day period, if Tenant fails to commence to cure such noncompliance within the 30-day period and thereafter diligently prosecute such cure to completion).
14.2 Remedies on Default. Upon the occurrence of an Event of Default, Landlord shall have the right to pursue any one or more of the following remedies in addition to any other remedies now or later available to Landlord at law or in equity. These remedies are not exclusive but instead are cumulative. (a) Continue Lease. Landlord may continue this Lease in full force and effect. In such case, so long as Landlord does not terminate Tenant's right to possession, this Lease will continue in effect and Landlord shall have the right to collect Rent when due, and may undertake efforts to rent the Premises, or any part of them, to third parties for Tenant's account. Tenant shall be liable to Landlord for all reasonable costs Landlord incurs in reletting the Premises including without limitation, expenses of remodeling the Premises required by the reletting. Reletting can be for a period shorter or longer than the remaining term of this Lease. Tenant shall pay to Landlord the Rent due under this Lease on the date the Rent is due, less the Rent Landlord receivesfrom any reletting. No act by Landlord allowed by this Section shall terminate this Lease unless Landlord terminates Tenant's right to possession. After an Event of Default and for as long as Landlord does not terminate Tenant's right to possession of the Premises, if Tenant obtains Landlord's consent, Tenant shall have the right to assign or sublet its interest in this Lease, but Tenantshall not be released from liability.
(b) Terminate Lease. Landlord may terminate this Lease and Tenant's right to possession of the Premises at any time following an Event of Default. No act by Landlord other than giving written notice to Tenant shall terminate this Lease. Acts of maintenance, efforts to relet the Premises or the appointment of a receiver to protect Landlord's interest under this Lease shall not constitute a termination of Tenant's right to possession. On termination, Landlord shall have the right to recover from Tenant all of the following:
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(i) The worth, at the time of the award, of any unpaid Rent that had been earned at the time of termination of this Lease;
(ii) The worth, at the time of the award, of the amount of unpaid Rent that would have been earned after the date of termination of this Lease until the time of the award exceeds the amount of the unpaid Rent that Tenant proves could have been reasonably avoided; (iii) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform obligations under this Lease, including, without limitation, brokerage commissions, advertising expenses, expenses of remodeling the Premises for a new tenant, and any special concessionsmade to obtain a new tenant; and (iv) Any other amounts, in addition to or in lieu of those listed above that may be permitted by law. (c) Receiver. Landlord shall have the right to have a receiver appointed to collect Rent. Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by Landlord to terminate this Lease.
14.3 Landlord's Default. Landlord's failure to perform any of its obligations under this Lease shall constitute a Landlord Event of Default hereunder if the failure continues for thirty (30) days after written notice of the failure from Tenant to Landlord. If the required performance cannot be completed within thirty (30) days, Landlord's failure to perform shall not constitute a Landlord Event of Default if Landlord undertakes to cure the failure within such thirty- (30) day period and diligently and continuously attempts to complete the cure as soon as reasonably possible. Tenant waives any right to terminate this Lease and to vacate the Premises upon Landlord's default under this Lease. Tenant's sole remedy on Landlord's default is an action for damages or injunctive or declaratory relief.
ARTICLE XV MISCELLANEOUS
15.1 No Waiver. No receipt and retention by Landlord of any payment tendered by Tenant in connection with this Lease shall constitute an accord and satisfaction, or a compromise or other settlement, notwithstanding any accompanying statement, instruction or other assertion to the contrary unless Landlord expressly agrees to an accord and satisfaction, or a compromise or other settlement, in a separate writing duly executed by Landlord. Landlord will be entitled to treat any such payments as being received on account of any item or items of Rent, interest, expense or damage due in connection herewith, in such amounts and in such order as Landlord may determine at its sole option. Failure of any party to exercise any right in one or more instance shall not be construed as a waiver of the right to strict performance or as an amendment to or modification of this Lease. Any waiver of any condition or provision setforth in this Lease shall not be deemed a waiver of any subsequent breach of such condition or provision or of any other condition or provision, nor shall any such waiver be deemed a continuing waiver.
15.2 Severability. The Parties intend this Lease to be legally valid and enforceable in accordance with all of its terms to the fullest extent permitted by law. If an arbitrator or a court of competent jurisdiction holds any provision hereof to be invalid or· unenforceable in whole or in part for any reason, the validity and enforceability of the remaining clauses, or portions of them, shall not be affected unless an essential purpose of this Lease would be defeated by loss of the invalid or unenforceable provision.
15.3 Governing Law; Venue: Construction. This Lease shall be construed according to the laws of the State of California without regard to principles of conflict of laws. Any action or proceeding that relates to, or arises from, this Lease shall be brought in a state court of competent jurisdiction located in Sonoma County. The captions used for the Sections and Articles of this Lease have been inserted for convenience only and shall not be used to alter or interpret the content of this Lease.
15.4 Binding Effect: Survival. The covenants, conditions, warranties and agreements contained in this Lease shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
The representations and warranties of Landlord and Tenant and the indemnification obligations of Landlord and Tenant set forth herein shall survive the expiration or termination of this Lease as shall all other provisions hereof which are intended to survive such expiration or termination.
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15.5 Time. Time is of the essence of each provision of this Lease.
15.6 Entire Agreement: Amendments. This Lease and Exhibits A, B, and C, attached hereto and incorporated herein by this reference, constitutes the final, complete, and exclusive statement of the terms of the agreement between Landlord and Tenant pertaining to the lease of space in the Building and supersedes all prior and contemporaneous understandings or agreements of the parties. This Lease may not be amended or modified except in a writing signed by both Parties.
15.7 Notices. All notices delivered pursuant to this Lease shall be in writing and delivered to Landlord or Tenant at the applicable address designated in Section 1.1 or to such other address as may hereafter be designated by either party by written notice delivered to the other party in accordance with this Section. Such notices shall be effective on the earlier to occur of actual receipt or: (i) if mailed, three (3) days after posting at a United States post office, (ii) upon receipt if mailed by certified mail with return receipt requested, and (iii) upon delivery if delivered by overnight delivery service and delivery is confirmed by the delivery service.
15.8 Force Majeure. Except as otherwise provided in this Lease, the time for performance of an obligation other than payment of money under this Lease shall be extended for the period during which a party is prevented from performing due to Unavoidable Delay: "Unavoidable delay" shall mean any and all delay beyond the applicable party's reasonable control, including without limitation, delays caused by the other party; governmental restrictions, regulations, controls, preemptions or delays; orders of civil, military or naval authorities;strikes, labor disputes, lock-outs, shortages of labor or materials or reasonable substitutestherefore; Acts of God; fire, earthquake, floods, explosions or other casualties; extreme weather conditions or other actions of the elements; enemy action, civil commotion, riot or insurrection.
15.9 Attorneys' Fees: Prejudgment Interest. If the services of an attorney are required by any party to secure the performance hereof or otherwise upon the breach or default of the other party, or if any judicial remedy or arbitration is necessary to enforce or interpret any provision of this Lease, or if the services of an attorney are required upon the bankruptcy of a party to this Lease to compel or object to assumption or rejection of this Lease, seek relief from the automatic stay or object to an action to recover a preference or fraudulent transfer, the prevailing party shall be entitled to reasonable attorneys' fees, costs, expert witnesses fees, post judgment collection costs, and other expenses, in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy or arbitration as a result of the breach of this Lease or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law.
15.10 Authority. Each party warrants and represents that it has full authority to enter into this Lease, that this Lease constitutes a binding obligation of such party, and that the individual(s) signing on behalf of such party are duly authorized to bind such party hereto.
15.11 Landlord Approvals. Whenever the consent or approval of Landlord is required hereunder, such consent or approval may be granted or withheld by the City Manager or his or her designee, unless the City Manager determines in his or her discretion that such matter shall be referred to Landlord's governing body for consideration.
15.12 Counterparts. This Lease may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by any other party. This Lease shall take effect when signed by all Parties.
NOW THEREFORE, Landlord and Tenant executed this Lease as of the date first written above.
Landlord Tenant
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Attachment: Lease_Agreement-_Alliance_Medical_2022 (4260 : Alliance Medical Center Lease Agreement for the Healdsburg Community 14 | Page
City of Healdsburg, a Municipal Corporation Alliance Medical Center _______________________________ _________________________________ Jeff Kay, City Manager Chief Executive Officer
Attest:
_______________________________
Raina Allan, City Clerk
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List of Exhibits
Exhibit A: Map of Premises Being Leased (including Common Area) Exhibit C: Rules and Regulations for the property
Exhibit B: Rules and Regulations for the property
Exhibit C: Insurance Requirements
Exhibit D: List of Alliance Medical Center's Services and Medical Supplies and Equipment to be used on the Premises
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EXHIBITA: PREMISES (with common area depicted
)
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EXHIBIT B: RULES AND REGULATIONS FOR PROPERTY
Parking:
There shall be no overnight parking of any vehicles, and vehicles which have been parked in violation of the terms hereof may be towed away at the owner's expense. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities.
Alcohol:
No alcohol is permitted on the premises.
No-Smoking:
Smoking is prohibited in all City facilities and Public Recreation Areas. Ordinance No. 893 and No.1040
The non-smoking law includes the rooms, walkways, Courtyard, Amphitheater, gardens, blacktop area, playground and fields at the Community Center.
Music and Noise Levels
As the Community Center is located near a residential area, user groups are requested to keep loud noise at a courteous level in the parking lot. All activities must end by 10:00 p.m. Sundays - Thursdays and 12:00 a.m. Fridays and Saturdays.
Minors
Activities for minors (18 and under) must be supervised by responsible adult for the entire period of the activity.
Public Restroom
The only public restroom available to the Tenant is directly across from Rooms #15 and #16.
Securing the facility
The Tenant shall be responsible for securing the Community Center when the City office is closed.
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EXHIBIT C: INSURANCE COVERAGES
(1) Commercial general liability insurance including contractual liability coverage, written on an "occurrence" policy form, covering bodily injury, property damage and personal injury arising out of or relating (directly or indirectly) to Tenant's operations, assumed liabilities, or use or occupancy of the Premises, the Building or the Property naming the Landlord as an additional insured, with minimum coverage in the amount of Two Million Dollars ($2,000,000) per occurrence combined single limit for bodily injury and property damage and Two Million Dollars ($2,000,000) in the aggregate;
(2) Property insurance protecting Tenant against loss or damage by fire and such other risks as are insurable under then available standard forms of "all risk" insurance policies, covering Tenant's personal property and trade fixtures in or about the Premises or the Property, and any improvements or Alterations in the Premises, in an amount of one hundred percent (100%) of actual replacement cost or highest insurable value; (a) Workers' compensation insurance in not less than statutory limits; and (b) If Tenant operates owned, leased or non-owned vehicles on the Property, comprehensive automobile liability insurance with a minimum coverage of one million dollars ($1,000,000) per occurrence, combined single limit.
The foregoing policies shall protect Tenant as named insured, and Landlord and the other Indemnitees as additional insureds. Landlord reserves the right to increase the foregoing amount of required liability coverage from time to time (but not more than once each calendar year) and to require that Tenant cause any Tenant Parties conducting activities in or about or occupying the Premises to obtain and maintain similar types and amounts of insurance.
Each insurance policy must include an endorsement to provide that the policy and the coverage provided shall be primary, that Landlord, although an additional insured, shall nevertheless be entitled to recovery under such policy for any damage to Landlord by reason of acts or omission of Tenant, and that any coverage carried by Landlord shall be noncontributory with respect to policies carried by Tenant. Each such insurance policy or a certificate thereof, including appropriate endorsements, shall be delivered to Landlord by Tenant on or before the Commencement Date, and thereafter renewal policies, certificates, and appropriate endorsements at least thirty (30) days prior to the expiration dates of expiring policies.
Tenant shall cause its insurance companies issuing property (first party) insurance and workers' compensation insurance to waive any subrogation rights that those companies may have against Landlord, as long as the insurance is not invalidated by the waiver.
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EXHIBIT D: LIST OF ALLIANCE MEDICAL CENTER’S SERVICES AND MEDICAL SUPPLIES AND EQUIPMENT TO BE USED ON THE PREMISE:
SUPPLIES
Isopropyl Rubbing Applicator Cotton Tip Autoclave Tape Bandage Adhesive Cape Exam Cleaner Dispatch Spray
Container Specimen Leakproof Sterile
Cotton Ball Medium Non-Sterile
Cover Probe for MDL
Exam Gown
Exam Gloves
HCG Urine Cassette Clearview lnstra-Clean Powder Detergent Needle BD Eclipse Paper Exam Table Encore
Probe Cover Pro4000 PCBOO and PC200
Sani-Cloth Super Large 55 prcnt Alcohol
Sheet Drape
Solution Hydrogen Peroxide 3%
Specula Vagina KleenSpec Strip Uristic Reagent 100 Test Surgilube _ Swab 8" Scopettes Jr. _ Test Urine Strip Diascreen Towel Plasbak Towelette Bzk
EQUIPMENT
Exam Tables (2) Immunization Refrigerator Vaginal Illumination System Microscope Otoscope Head - ear exams Otoscope Operator- ear procedures Exam Light Centrifuge - prep of blood & urine specimens
Urine Analyzer
Sharps Container & Bracket
Woods Lamp - evaluation of skin
Automatic External Defibrillator
Adult Scale
Immunization Freezer
Fetal Doptones - prenatal care
Hemacue
Trash Cans
Desk Charger w/handles- eye and ear exams
Cryoguns- treatment of skin lesions
Sundry Jars- holds gauze, tongue depressors
Autoclave
Office & Computer Equipment
Waiting Room & Exam Room Furniture
SERVICES
Primary Medical Care Services
Assistance in gaining financial support for health and social services Teen Pregnancy Prevention Counseling
Teen Mentoring Program
Family Planning Services
Referral Services for additional medical and mental health services Pregnancy testing
Medication dispensing (immunizations, antibiotics, birth control) Chiropractic, acupuncture, and wellness services
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Attachment: Lease_Agreement-_Alliance_Medical_2022 (4260 : Alliance Medical Center Lease Agreement for the Healdsburg Community 4881-9734-8494 v1
1 LEASE MODIFICATION AND EXTENSION
(Alliance Medical Center)
This Lease Modification and Extension (the “Extension”) is entered into as of _____________________, 2023, by and between the City of Healdsburg, a municipal corporation (the “Landlord”) and Alliance Medical Center, a non-profit corporation, (the “Tenant”) (together, the “Parties”), who agree as follows:
1. Recitals. This Extension is made with reference to the following facts and circumstances:
(a) Landlord and Tenant are parties to that certain Office Lease, dated December 19, 2022 (the “Lease”), attached hereto and incorporated herein by this reference. (b) Under the Lease, among other things, Landlord leases to Tenant office space located within the Healdsburg Community Center, as described in Recital B of the Lease and located at 1557 Healdsburg Avenue, Healdsburg, CA.
(b) Section 1.5 of the Lease provides for a lease term of twelve (12) months, to December 19, 2023.
(c) Section 15.6 of the Lease provides that the Lease “may not be amended or modified except in a writing signed by both Parties.”
(d) By this Extension, Landlord and Tenant desire to modify the Lease and memorialize the extension of the Lease term for twelve (12) months.
2. Extension of Term. The term of the Lease is extended by twelve (12) months, until and including December 19, 2024.
3. Lease in Full Force and Effect. The Lease remains unmodified and in full force and effect, except as extended by this Extension.
4. Governing Law. This Extension is to be construed and enforced in accordance with the laws of the State of California.
5. Entire Agreement. This Extension, together with the Lease, constitutes the entire agreement of the parties with respect to its subject matter and it supercedes all prior or contemporaneous agreements, whether written or oral, with respect to that subject matter.
6. Counterparts. This Extension may be executed in one or more counterparts, each of which is an original, but all of which together are the same Extension.
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Attachment: Lease Extension - Alliance Medical Center (4260 : Alliance Medical Center Lease Agreement for the Healdsburg Community 4881-9734-8494 v1
2 The parties have duly executed this Extension as of the date first set forth above.
TENANT LANDLORD
ALLIANCE MEDICAL CENTER, CITY OF HEALDSBURG,
a non-profit corporation a municipal corporation
By: _______________________ By: __________________
Print Name: Jeffrey Kay
Title: Its: City Manager
Attest: ___________________
Raina Allen
City Clerk
Approved as to form:
__________________
Samantha W. Zutler
City Attorney
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Attachment: Lease Extension - Alliance Medical Center (4260 : Alliance Medical Center Lease Agreement for the Healdsburg Community
CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: November 20, 2023
SUBJECT: Fiscal Year 2023-24 First Quarter Financial Update PREPARED BY: Katie Edgar, Finance Director
STRATEGIC INITIATIVE(S):
Provide Effective Governance
RECOMMENDED ACTION(S):
1. Receive a presentation on the FY 2023-24 City financials through September 30, 2023; and
2. Adopt a Resolution approving a budget amendment for the FY 2023-24.
COMMUNITY ENGAGEMENT/OUTREACH:
Not Applicable.
BACKGROUND:
The purpose of this report is to provide an overview of the first quarter financials for Fiscal Year 2023-2024. The first quarter includes the months of July, August, and September. As this is the second year of a two-year budget, City staff are proposing several amendments to the adopted budget to realign revenues with current forecasts. Staff will return in January 2024 to kick off the biennial budget process for Fiscal Years 2024-2026 and then again in February 2024 to provide a mid-year fiscal update for Fiscal Year 2023-2024.
DISCUSSION/ANALYSIS:
The scope of this report is limited to the General Fund, Community Services Fund, Measure T Fund, Water Fund, Wastewater Fund, and Electric Fund.
General Fund Revenue and Expenses:
First quarter General Fund revenues equaled $2,482,726 or 14% of the adopted budget totaling $17,652,350. The City receives revenue disbursements at various intervals based on the source of revenue. Of note, the total General Fund revenues presented do not include Property Taxes and Vehicle License Fees which will be disbursed in December. While we have not received these revenues yet, staff propose increasing the budgets to align with the previous year’s revenues and known increases to the tax rolls. The September disbursement of Sales Tax revenue is also not
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included as it will be disbursed in late November.
There are several additional adjustments proposed across various funding sources to realign with current forecasts. The overall net of all proposed adjustments results in an increase to the total revenue budget by $706,628. The following notable sources of revenue were received during the first quarter:
Property Transfer Tax: The City received $40,366 in transfer tax revenue in the first quarter, 17% of the total fiscal year budget of $235,000. The total number of property transfers continues to be lower than in previous years and first quarter revenue indicates a slow start to the year compared to our budget projections. This is a result of the slowing real estate market, driven by higher interest rates. However, there are a few large development projects that are nearing completion and staff anticipate those property sales may produce transfer tax in the latter half of the year. As a result, no changes are proposed at this time.
Sales Tax: The General Fund received $976,131 in sales tax revenue for July and August, 16% of the total fiscal year budget. The September disbursement will be distributed in late November and is projected to be lower than the prior year. Overall, sales tax growth is slowing, and current revenue projections require reducing the adopted budget by $393,000.
Business License Taxes: The City received $162,935 in revenue to a total budget of $200,000. Annual business license renewals began in the new online system this June with the renewal period extended to September to facilitate the transition to the new system.
City staff continue to follow up on delinquent renewals and new businesses will continue to register throughout the year.
Franchise Fees: The City received $141,842 in franchise fees in the first quarter, 23% of the total fiscal year budget of $630,000. The first quarter revenues did not include the PG&E revenue that is received annually in April or the first quarterly disbursement from Comcast. Staff are proposing to increase the budget by $159,088 to align with the prior year’s actuals as the franchise fees are continuing to trend high.
Transient Occupancy Tax (TOT): The General Fund received $399,738 in TOT revenue during the first quarter, 24% of the total fiscal year budget of $1,640,161. Revenues for the first quarter are lower than the prior fiscal year and seasonal trends indicate that a budget reduction of $239,509 is appropriate.
½ Cent Sales Tax PSAF – The City received $48,060 in Public Safety Augmentation Fund revenue from the County, 25% of the total fiscal year budget.
Development Fees: The City received $347,296 in development-related activity fees, accounting for 21% of the total budget. Development fees are largely collected at the time of building permit issuance which can vary throughout the year dependent upon development timelines.
Charges for Services: The City received $165,088 in charges for miscellaneous discretionary services, 30% of the total $548,208 budget. The City entered into a Payment in Lieu of Taxes agreement with the developers of the Senior Living facility Enso and in alignment with development progress are anticipating the first payment around January.
Staff propose increasing the adopted budget by $124,923 to account for this revenue.
Intergovernmental Revenues: The General Fund received $37,285 in state and federal grant revenues in the first quarter, 29% of the adopted budget of $127,000. The Fire
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Department continues to implement wildfire mitigation measures and the remaining $377,586 of Coastal Conservancy grant funding supporting this effort is proposed to be rebudgeted.
Staff also propose increasing the adopted budget for interest earnings by $208,204 to align with the higher interest earnings anticipated due to market conditions and the successful investment strategies of our advisors. Additionally, staff propose increasing the Misc Fees and Charges adopted budget by $127,560 to account for additional revenues received in conjunction with cannabis and workers compensation distributions.
First quarter expenses for the General Fund are summarized in the following table:
Department 1
st Quarter Total Budget % Expended
City Council $66,059 $151,121 44%
Legal Services $133,208 $367,500 36%
City Manager's Office $549,072 $2,334,546 24%
Finance $559,002 $2,452,918 23%
Planning $492,390 $2,211,118 22%
Police $1,804,228 $8,053,543 22%
Fire $1,124,433 $4,461,075 25%
Public Works $ - $34,565 0%
Non-Departmental $(717,356) $(31,425) 2283%
TOTAL $4,011,036 $20,034,962 20%
*Non-departmental expenses include scheduled transfers between the General Fund and other funds.
Overall, the General Fund expenditures by department are trending in line with expectations.
The aggregate total of first quarter expenditures is skewed due to the Non-Departmental activity, but when adjusted, expenditures are at about 24% of the adopted budget. The first quarter activity in the Non-Departmental category represents the proportion of General Fund City costs allocated to other funds in accordance with the cost allocation plan. Staff are proposing to increase the Fire Department expenditures by $377,586 offset by the revenue increase for the remaining Coastal Conservancy grant funds.
Community Services Fund Revenue and Expenses:
Community Services Revenue for the first quarter totaled $2,227,175, 25% of the total $9,023,949 budget. Revenue performance is largely driven by $1,998,690 in TOT revenue during the first quarter, representing 24% of the adopted budget for the fiscal year. Due to seasonality in the hospitality industry the City typically receives about 30% of its total TOT revenue during the first quarter of the year. In Fiscal Year 2022-2023 staff proposed a modest reduction to the budget due to the unusually low winter revenues driven by wet weather. At the third quarter review the potential for a rebound in revenues over the summer months resulted in staff proposing no adjustments to the Fiscal Year 2023-2024 revenue. While the summer months gradually rebounded from the lulls seen last winter, the total revenue received in the prior year still fell below the adjusted budget. The Fiscal Year 2023-2024 revenue is based on modest
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growth projections over the originally adopted Fiscal Year 2022-2023 budget and therefor, City staff propose reducing the TOT revenue budget by $1,198,348 to align with the current trend.
The remaining program revenue for Community Services totaled $228,485, representing 28% of the adopted budget. This amount does not include reimbursement from the State of California for the ASES afterschool program expenses incurred in the first quarter. Staff are proposing adjustments to Program Revenue, Contracted Program Revenue, and Special Events totaling $110,000 as well as increasing the interest earnings budget by $160,202.
Community Services Fund expenses totaled $2,027,019 in the first quarter, representing 22% of the total fiscal year budget. First quarter expenses by program are as follows:
Expense 1
st Quarter Total Budget % Expended
General Administration $1,104,872 $3,983,065 28%
Recreation Programs $168,420 $342,850 49%
ASES After School Program $102,512 $323,250 32%
Community Center $62,676 $176,500 36%
Senior Services $83,775 $294,230 28%
Parks and Trails $170,976 $588,778 29%
Open Space $10,409 $55,962 19%
School Facility Maintenance $13,913 $50,025 28%
Swim Center $67,597 $122,500 55%
Arts and Culture $1,300 $50,000 3%
Contracted Facility Operations $34,994 $24,625 142%
Special Events $60,504 $197,000 31%
Non-Departmental $145,072 $2,924,495 5%
TOTAL $2,027,019 $9,133,280 22%
The first quarter net position for the Community Services Fund is positive $200,156. City staff are proposing to reduce the Non-Departmental transfer out to establish the Bond Reserve in the amount of $538,455 to maintain a fully funded operating reserve considering the revenue reductions proposed. The proposed park projects at Badger Park and Saggio Hills will not be ready for a bond issuance in the current fiscal year, however with this reduction there is still approximately $1.2 million available to establish a bond reserve for these projects in the future or reallocate to other projects if needed.
Measure T Fund Revenue and Expenses:
Measure T revenue for July and August totaled $465,774, 16% of the adopted budget of $2,839,022. The September disbursement of Measure T revenue is anticipated in late November and is trending in line with the current budget. Measure T revenue was allocated by City Council during the biennial budget process and an update on Measure T expenses will be provided during the mid-year financial update.
Water Fund Revenue and Expenses:
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Total revenue for the Water Fund was $1,922,105, 30.5% of the total $6,294,958 budget for the year. The first quarter revenues reflect the updated utility rates and are trending in alignment with the Amended Budget. While revenue has improved over last year, conservation remains higher than anticipated resulting in significantly lower revenues than projected to sustain the cost of service. City staff will continue to monitor revenues through the winter months and have begun an analysis to reassess rates in context of the conservation impacts and operational needs.
Expenses at the close of the first quarter totaled $1,582,752, 25% of the total $6,243,897 budget for the year. Staff are proposing to increase the interest earnings for the Water Fund by $73,934.
Wastewater Fund Revenue and Expenses:
Total revenue for the Wastewater Fund was $1,906,898 in the first quarter, 24% of the $7,946,140 budget. Revenues are trending in alignment with the adjusted budget but are similarly below expectations resulting in the use of reserve funds to support operations. Expenses for the first quarter totaled $2,106,521, 25% of the total $8,556,905 budget. Staff are proposing to increase the interest earnings for the Wastewater Fund by $72,359.
Electric Fund Revenue and Expenses:
Total first quarter revenue for the Electric Fund was $3,501,431, 27% of the total $12,917,818 budget. Expenses totaled $3,878,570, 24% of the total $16,435,373. At the third quarter financial review for Fiscal Year 2022-2023 the council increased the Fiscal Year 2023-2024 Adopted Budget to account for the increased costs of energy procurement. The market for energy procurement has stabilized and costs through the first quarter are in alignment with the amended budget. In June, Council adopted the new electric rates that became effective with the November 2023 billing cycle. In alignment with the adopted rates, staff are proposing to increase the rate revenue by $1,093,626 as well as increase the interest earnings by $215,446.
ENVIRONMENTAL STEWARDSHIP:
Not applicable.
ALTERNATIVES:
City Council could choose not to approve the proposed budget amendments. If this action is taken staff requests additional direction.
FISCAL IMPACT:
The revenue and expenditure adjustments proposed in the general fund increase the net position for Fiscal Year 2023-2024 by $329,041 and result in the use of $17,398, or 0.1%, of operating reserve funds.
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FY 22-23 FY 23-24 FY 23-24
Unaudited Adopted Revised
Actuals Budget Budget
Beginning Fund Balance $ 11,812,439 $ 11,948,249 $ 11,948,249 Revenue 19,125,570 17,652,350 18,358,978
Expenditure 18,218,739 17,913,696 17,913,696
One-Time Expenditure 771,021 2,121,266 2,498,852
Estimated Ending Fund Balance $ 11,948,249 $ 9,565,638 $ 9,894,679 Change in Ending Fund Balance $ 135,810 $ (2,382,611) $ (2,053,570) Components of Fund Balance
Reserve Policy (30%) $ 5,465,622 $ 5,374,109 $ 5,374,109 Pension Stabilization 4,471,052 4,537,968 4,537,968
Unallocated Fund Balance $ 2,011,575 $ (346,439) $ (17,398) % of annual expenditures 41.0% 28.1% 29.9%
General Fund - Fund Balance
The adjustments proposed in the Community Services fund reduce the net position for Fiscal Year 2023-2024 by $389,691 but leave a fully funded operating reserve at 30% of the expenditure budget.
FY 22-23 FY 23-24 FY 23-24
Unadited Adopted Revised
Actuals Budget Budget
Beginning Fund Balance $ 3,109,406 $ 2,970,727 $ 2,970,727 Revenue 8,026,803 9,023,949 8,095,803
Expenditure - Operations 6,851,731 6,750,850 6,750,850
Expenditure - Capital 1,313,751 2,382,430 1,843,975
Estimated Ending Fund Balance $ 2,970,727 $ 2,861,396 $ 2,471,705 Change in Ending Fund Balance $ (138,679) $ (109,331) $ (499,022) Components of Fund Balance
Reserve Policy (30%) $ 2,055,519 $ 2,025,255 $ 2,025,255 Pension Stabilization 438,758 446,450 446,450
Unallocated Fund Balance $ 476,450 $ 389,691 $ 0
% of annual expenditures 37.0% 35.8% 30.0%
Community Services Fund Balance
The proposed adjustments appropriating additional anticipated interest earnings in the Water and Wastewater utility funds are projected to increase the unreserved fund balance in the Water fund.
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FY 22-23 FY 23-24 FY 23-24
Unaudited Adopted Revised
Actuals Budget Budget
Beginning Working Capital $ 2,081,294 $ 2,568,032 $ 2,568,032 Revenue 5,939,497 6,294,958 6,368,892
Expenditure - Operations 5,431,791 5,821,736 5,821,736
Expenditure - Capital 20,969 422,161 422,161
Estimated Ending Working Capital $ 2,568,032 $ 2,619,092 $ 2,693,026 Change in Working Capital $ 486,738 $ 51,061 $ 124,995
Components of Fund Balance
Reserve Policy (25%) $ 1,357,948 $ 1,455,434 $ 1,455,434 Pension 512,424 520,093 520,093
Remaining Working Capital 697,659 643,565 717,499
Total $ 2,568,032 $ 2,619,092 $ 2,693,026
Water Fund Balance
The Wastewater fund is utilizing reserve funds to support operations in Fiscal Year 2023-2024 however the increased interest revenue reduces this use to $196,357, approximately 9% of the reserve policy.
FY 22-23 FY 23-24 FY 23-24
Unaudited Adopted Revised
Actuals Budget Budget
Beginning Working Capital $ 3,078,042 $ 2,625,843 $ 2,625,843 Revenue 7,505,447 8,371,140 8,443,499
Expenditure - Operations 7,762,069 8,329,815 8,329,815
Expenditure - Capital 195,577 227,090 227,090
Estimated Ending Working Capital $ 2,625,843 $ 2,440,078 $ 2,512,437 Change in Working Capital $ (452,199) $ (185,765) $ (113,406) Components of Fund Balance
Reserve Policy (25%) $ 1,940,517 $ 2,082,454 $ 2,082,454 Pension Stabilization 617,104 609,671 626,340
Remaining Working Capital 68,222 (252,047) (196,357)
Total $ 2,625,843 $ 2,440,078 $ 2,512,437
Wastewater Fund Balance
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The proposed Electric Fund revenue increases result in the projected use of $55,681 or 0.7% of the reserve funds to support operations in Fiscal Year 2023-2024.
FY 22-23 FY 23-24 FY 23-24
Unaudited Adopted Revised
Actuals Budget Budget
Beginning Working Capital $ 17,769,815 $ 14,427,541 $ 14,427,541 Revenue 13,621,552 12,917,818 14,226,891
Expenditure - City Operations 16,286,076 15,563,728 15,563,728 Expenditure - Capital 677,750 470,000 470,000
Estimated Ending Working Capital $ 14,427,541 $ 11,311,631 $ 12,620,704 Change in Working Capital $ (3,342,274) $ (3,115,910) $ (1,806,837) Components of Fund Balance
Reserve Policy (50%) $ 8,143,038 $ 7,781,864 $ 7,781,864 Reserve Policy ($4 Million Capital) 4,000,000 4,000,000 4,000,000 Pension Stabilization 881,332 894,522 894,522
Remaining Working Capital 1,403,172 (1,364,754) (55,681) Total $ 14,427,541 $ 11,311,631 $ 12,620,704
Electric Fund Balance
The proposed adjustments in the Public Safety Fund, Housing Successor Agency Fund and Vehicle Replacement Fund appropriate available fund balances from prior year revenues.
ENVIRONMENTAL ANALYSIS:
Receiving a fiscal update from City staff is an administrative activity, which is not considered a 'project' as defined by the California Environmental Quality Act (“CEQA”) (CEQA Guidelines§15378). Consequently, no CEQA action is required.
ATTACHMENT(S):
Resolution
Exhibit A Budget Amendments
Attachment A - General Fund Revenue and Expenses
Attachment B - Community Services Fund Revenue and Expenses
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CITY OF HEALDSBURG
RESOLUTION NO. ___-2023
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG AMENDING THE FISCAL YEAR 2023-24
BUDGET
WHEREAS, on June 6, 2022, the City Council adopted the 2022-24 biennial budget; and WHEREAS, activity through the first year of the biennial budget has influenced revenue projections and realignment of several general fund revenue sources is required; and WHEREAS, changing market conditions and investment strategy has resulted in increased interest earnings among all funds; and
WHEREAS, on June 5, 2023, the City Council adopted Electric rates effective November 2023, resulting in adjustments to the revenue budget in the Electric Utility Fund; and WHEREAS, a realignment of Transient Occupancy Tax revenue to current year trends in context of prior year actuals is required in the Community Services Operating Fund; and WHEREAS, a reduction of Community Service Operating Fund expenditures to maintain compliance with the operating reserve are proposed; and WHEREAS, various small expenditure increases across the Vehicle Replacement Fund, Public Safety Fund, and Housing Successor Agency Fund are proposed.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Healdsburg does hereby approve amending the fiscal year 2023-24 budget as depicted on the attached Exhibit A.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Healdsburg this 20th day of November 2023 by the following vote:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councilmembers:
ABSTAINING: Councilmembers:
SO ORDERED: ATTEST:
_________________________________ ___________________________________ Ariel Kelley, Mayor Raina Allan, City Clerk
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Attachment: Resolution (4187 : FY 23-24 Q1 Financial Update) Resolution No.
Exhibit A
Account Number Increase Amount Decrease Amount Description 101-1000-32100-00000 $ 393,000 Reduce Sales Tax Revenue 101-1000-32107-00000 $ 239,509 Reduce TOT Revenue
101-1000-34103-00000 $ 377,586 Increase State Grants - Coastal Conservancy 101-1000-35110-00000 $ 124,923 Increase Misc Charges for Services Revenue 101-1000-31120-00000 $ 166,775 Increase Vehicle License Fee Swap Revenue 101-1000-31101-00000 $ 175,000 Increase Property Tax Revenue 101-1000-32105-00000 $ 159,088 Increase Franchise Fee Revenue 101-1000-36602-00000 $ 196,730 Increase Unrestricted Interest Revenue 101-1000-36602-15600 $ 7,069 Increase Restricted Interest Revenue 101-1000-36602-15650 $ 4,405 Increase Restricted Interest Revenue 101-1000-37701-00000 $ 127,560 Increase Misc Fees and Charges Revenue 101-5501-43205-55000 $ 377,586 Increase Fire Deparmtent Contracted Services - Coastal Conservancy Account Number Increase Amount Decrease Amount Description 106-1000-32107-00000 $ 239,509 Reduce TOT Revenue
Account Number Increase Amount Decrease Amount Description 211-5301-44501-00000 $ 16,500 Increase Asset Forfeiture Budget for Police Equipment & Tools 211-5501-43209-00000 $ 5,000 Increase Budget for CUPA Training 211-5501-44501-00000 $ 2,500 Increase Budget for CUPA Engorcement Equipment Account Number Increase Amount Decrease Amount Description 404-2022-43205-00000 $ 3,500 Increase Contracted Services Expense Account Number Increase Amount Decrease Amount Description 520-1000-36602-00000 $ 73,934 Increase Unrestricted Interest Revenue Account Number Increase Amount Decrease Amount Description 530-1000-36602-00000 $ 72,359 Increase Unrestricted Interest Revenue Account Number Increase Amount Decrease Amount Description 540-1000-35242-00000 $ 1,093,626 Increase Electric Utility Rate Revenue 540-1000-36602-00000 $ 215,446 Increase Unrestricted Interest Revenue 585-3001-32107-00000 $ 1,198,348 Reduce TOT Revenue
585-3030-35304-00000 $ 40,000 Increase Recreation Program Revenue 585-3030-35307-00000 $ 45,000 Increase Contracted Program Revenue 585-3033-35310-00000 $ 25,000 Increase Senior Center Special Events Revenue 585-3001-36602-00000 $ 159,076 Increase Unrestricted Interest Revenue 585-3001-36602-15600 $ 1,126 Increase Restricted Interest Revenue Account Number Increase Amount Decrease Amount Description 622-5501-43225-00000 $ 15,000 Increase Budget for Fire Vehicle Upfitting
VEHICLE REPLACEMENT FUND
WASTEWATER ENTERPRISE FUND
WATER ENTERPRISE FUND
ELECTRIC ENTERPRISE FUND
FY 23-24 BUDGET AMENDMENTS
GENERAL FUND
COMMUNITY SERVICES OPERATING FUND
PUPLIC SAFTEY FUND
HOUSING SUCCESSOR AGENCY FUND
MEASURE S AFFORDABLE HOUSING FUND
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Attachment: Exhibit A Budget Amendments (4187 : FY 23-24 Q1 Financial Update) Attachment A: General Fund Revenue and Expenses
As of September 30, 2023
Revenue
Activity Through
September 30,
2023
Total Budget Amount Remaining % Received
Property Tax $ - $ 2,882,400 $ 2,882,400 0%
Property Transfer Tax $ 40,366 $ 235,000 $ 194,634 17%
Vehicle License Fee Swap $ - $ 1,702,197 $ 1,702,197 0% Sales Tax $ 976,131 $ 6,202,658 $ 5,226,527 16%
Business License Tax $ 162,935 $ 200,000 $ 37,065 81%
Franchise Fees $ 141,842 $ 630,000 $ 488,158 23%
TOT $ 399,738 $ 1,640,161 $ 1,240,423 24%
Sales Tax - PSAF $ 48,060 $ 192,781 $ 144,721 25%
Development Fees and Permits $ 347,296 $ 1,623,569 $ 1,276,273 21% Intergovernmental Revenue $ 37,285 $ 127,000 $ 89,715 29% Charges for Services $ 165,088 $ 548,208 $ 383,120 30%
Unrestricted Interest $ 8,967 $ 44,815 $ 35,849 20%
Restricted Interest $ 29,531 $ 66,916 $ 37,385 44%
Rent Received $ - $ 61,934 $ 61,934 0%
Misc Fees and Charges $ 118,510 $ 148,432 $ 29,922 80%
Fines and Collections $ 6,978 $ 60,000 $ 53,022 12%
Transfers In $ - $ 1,286,279 $ 1,286,279 0%
TOTAL $ 2,482,726 $ 17,652,350 $ 15,169,624 14%
Expense By Department
Activity Through
September 30,
2023
Total Budget Amount Remaining % Expended
City Council $ 66,059 $ 151,121 $ 85,062 44%
Legal Services $ 133,208 $ 367,500 $ 234,292 36%
City Manager's Office $ 549,072 $ 2,334,546 $ 1,785,474 24% Finance $ 559,002 $ 2,452,918 $ 1,893,916 23%
Planning $ 492,390 $ 2,211,118 $ 1,718,728 22%
Police $ 1,804,228 $ 8,053,543 $ 6,249,315 22%
Fire $ 1,124,433 $ 4,461,075 $ 3,336,642 25%
Public Works $ - $ 34,565 $ 34,565 0%
Non Departmental $ (717,356) $ (31,425) $ 685,931 2283% TOTAL $ 4,011,036 $ 20,034,962 $ 16,023,926 20%
Summary
Activity Through
September 30,
2023
Total Budget Amount Remaining Revised
Budget
Total Revenue $ 2,482,726 $ 17,652,350 $ 15,169,624 $ 18,358,978 Total Expenses $ 4,011,036 $ 20,034,962 $ 16,023,926 $ 20,412,548 Difference $ (1,528,309) $ (2,382,611) $ (854,302) $ (2,053,570)
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Attachment: Attachment A - General Fund Revenue and Expenses (4187 : FY 23-24 Q1 Financial Update) Attachment B: Community Services Fund Revenue and Expenses As of September 30, 2023
Revenue Activity Through
September 30, 2023 Total Budget Amount Remaining % Received Transient Occupancy Tax $ 1,998,690 $ 8,201,610 $ 6,202,920 24% St Grants $ - $ 210,000 $ 210,000 0%
Fees & Charges $ 1,340 $ 7,200 $ 5,860 19%
Admission and Passes $ 12,871 $ 31,000 $ 18,129 42%
Program Revenue $ 86,913 $ 215,000 $ 128,088 40%
Contracted Program Revenue $ 26,875 $ 62,500 $ 35,625 43% Special Events $ 32,039 $ 34,000 $ 1,962 94%
Event Permits $ 2,551 $ 20,000 $ 17,449 13%
Advertising $ 80 $ 500 $ 420 16%
Program Sponsorships $ 27,600 $ 90,000 $ 62,400 31%
Reimbursement for Services $ 12,041 $ 43,000 $ 30,959 28% Facility Rental $ 7,409 $ 48,675 $ 41,266 15%
Facility Long term Lease $ 10,700 $ 32,450 $ 21,750 33% Interest Income $ 2,910 $ 23,514 $ 20,604 12%
Contributions & Donations $ 5,156 $ 4,500 $ (656) 115%
TOTAL $ 2,227,175 $ 9,023,949 $ 6,796,774 25%
Expense By Program Activity Through
September 30, 2023 Total Budget Amount Remaining % Expended General Administration $ 1,104,872 $ 3,983,065 $ 2,878,193 28% Recreation Programs $ 168,420 $ 342,850 $ 174,430 49%
ASES After School Program $ 102,512 $ 323,250 $ 220,738 32% Community Center $ 62,676 $ 176,500 $ 113,824 36%
Senior Services $ 83,775 $ 294,230 $ 210,455 28%
Parks and Trails $ 170,976 $ 588,778 $ 417,802 29%
Open Space $ 10,409 $ 55,962 $ 45,553 19%
School Facility Maintenance $ 13,913 $ 50,025 $ 36,112 28% Swim Center $ 67,597 $ 122,500 $ 54,903 55%
Arts and Culture $ 1,300 $ 50,000 $ 48,700 3%
Contracted Facility Operations $ 34,994 $ 24,625 $ (10,369) 142% Special Events $ 60,504 $ 197,000 $ 136,496 31%
Non Departmental $ 145,072 $ 2,924,495 $ 2,779,423 5%
TOTAL $ 2,027,019 $ 9,133,280 $ 7,106,261 22%
Summary Activity Through
September 30, 2023 Total Budget Amount Remaining
Total Revenue $ 2,227,175 $ 9,023,949 $ 6,796,774
Total Expenses $ 2,027,019 $ 9,133,280 $ 7,106,261
Difference $ 200,156 $ (109,331) $ (309,487)
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Attachment: Attachment B - Community Services Fund Revenue and Expenses (4187 : FY 23-24 Q1 Financial Update)
CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: November 20, 2023
SUBJECT: Proposed Contract and Lease with Corazón Healdsburg PREPARED BY: Andrew Sturmfels, Assistant City Manager
STRATEGIC INITIATIVE(S):
Provide Resident-Driven Community Services
RECOMMENDED ACTION(S):
Adopt a Resolution authorizing the City Manager to execute a Professional Services Agreement with Corazón Healdsburg in an amount not to exceed $50,000 for the provision of community outreach and support services to the Latino/a/e community and authorizing the City Manager to execute a lease agreement extension for use of space at the Healdsburg Community Center.
COMMUNITY ENGAGEMENT/OUTREACH:
The purpose of the proposed professional services agreement and lease agreement extension is to support community engagement and outreach on city policies, programs, and services through partnering with Corazón Healdsburg.
BACKGROUND:
Professional Services Agreement
Since 2017, the City has annually entered into a professional services agreement with Corazón Healdsburg to support community engagement and outreach with the City’s Latino/a/e community. Over the last six years, Corazón has supported public outreach on a variety of City programs, policies, and initiatives. Support service include translation of materials, interpretation services at events, and engaging with the City and partners to ensure the Latino/a/e community is engaged in City outreach efforts.
The 2022-23 Fiscal Year scope of work with Corazón Healdsburg includes deliverables under two focus areas, Community Outreach on City Programs and Services, and Enhancing Community Access and Participation.
Focus Area 1: Community Outreach on City Programs and Services Value: $10,000
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Activities: Support community outreach and engagement on City initiatives, events, programs, and services through using Corazón ’s channels of commination to increase reach and receptivity. This includes sharing City developed tools, resources, and information through multiple media, including digital and in person communication.
Focus Area 2: Enhancing Community Access and Participation Value: $30,000 Activities: Facilitating community engagement within the Latino/a/e community through direct support of City events, initiatives, and stakeholder engagement processes. Specific activities include supporting the development of the City’s Diversity, Equity and Inclusion Plan, supporting outreach efforts on the development of the City’s Climate Mobilization Strategy, supporting neighborhood outreach efforts in the Ward Street community, supporting outreach on updates to the City’s Local Hazzard Mitigation Plan, and more.
All deliverables were completed as requested for the 2022-23 Fiscal Year.
Healdsburg Community Center Lease
In 2017, the City also entered into the first lease agreement for Corazón Healdsburg’s use of space at the Community Center. Originally limited to Room 13 and available activity spaces, Corazón Healdsburg currently leases Rooms 5, 13, and 14 and has access to other activity spaces when not in use for other programs, activities, and rentals.
Corazón Healdsburg’s lease agreement provides a credit towards the lease costs for services that Corazón Healdsburg provides to support Community Services programs, services, and activities.
Examples if this work includes special event planning and delivery (e.g. Dia de Muertos event), program outreach and enrollment for activities (e.g. registration for soccer and senior services), and youth development (e.g. assisting with the City’s launch of a licensed preschool program).
The 2023 lease agreement lease for service credit included the following deliverables:
Focus Area 1: Cradle to Career Value: $15,000
Corazón will bring services to support youth development at the Community Center. This continuum will begin with prenatal health, preschool enrollment, kindergarten preparedness, reading proficiency workshops, all the way up to adult ESL & GED education and financial literacy workshops.
Focus Area 2: Engaging Seniors and Use of the Senior Center Value: $10,000 In 2022 the Senior Citizens Advisory Commission adopted a goal of greater Latinx outreach and inclusion in active adult and senior programs and services. During the year staff have implemented targeted programming such as a tortilla making class, enchilada night, and Antojitos Mexicanos Cultural as a way to begin implementing this goal. Corazón will assist the City determining ways we can have a more significant impact in engaging our older adult and Senior Latinx community.
Focus Area 3: Special Event Planning Value: $10,000
The City and Corazón have a well-established foundation on successful special event planning.
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Our annual Dia de Muertos event and preschool fairs, along with newer events like Golazo 2021 and our upcoming Community Posada, are examples of this success. This focus area continues a commitment to collaborate on special event planning.
Focus Area 4: Capacity Building for Community Blending Value: $ 5,000 While the first three focus areas identify program and service delivery, Focus Area 4 attempts to develop strategies to addresses what commonly occurs: a lack of broad-based community integration at these activities. Too often our collaborative programs, services, or events have broad participation by a single ethnic group. As part of this focus area we will work together to find ways to attract greater representation of our entire community.
All deliverables were completed as requested for the 2023 lease year.
DISCUSSION/ANALYSIS:
The Fiscal Year 2023-24 professional services agreement with Corazón follows the format of the prior year. Focus Area 1 remains the same, Focus Area 2 has been updated to reflect current year City priorities and projects. Given the increase in the number of activities in Focus Area two, staff is recommending increasing the value of this PSA to $50,000. The full proposed scope for the PSA is attached as Attachment A. A summary of each focus area is provided below.
Professional Services Agreement
Focus Area 1: Community Outreach on City Programs and Services Value: $10,000 Activities: Support community outreach and engagement on City initiatives, events, programs, and services through using Corazón ’s channels of commination to increase reach and receptivity. This includes sharing City developed tools, resources, and information through multiple media, including digital and in person communication.
Focus Area 2: Enhancing Community Access and Participation Value: $40,000
1. DEI Plan Implementation Support $ 10,000
2. CMS Development Support $ 7,500
3. Ward Street Neighborhood Support $ 5,000
4. Affordable and Workforce Housing Outreach $ 10,000
5. SMART Station Location Engagement $ 5,000
6. Additional Support as requested $ 2,500
Total Agreement Value: $50,000
Community Center Lease
Staff recommends retaining the 2023 lease for service credit focus areas for 2024. There is adequate flexibility within the deliverables to pivot to address unforeseen needs. If City Council concurs, the proposed lease extension would continue the service deliverables for an additional 12 months, at which time staff anticipates revising the deliverables based on needs at that time.
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ENVIRONMENTAL STEWARDSHIP:
The proposed scope of work includes a deliverable to have Corazón support the City in enhancing community access and participation through supporting outreach efforts specific to the implementation of a Climate Mobilization Strategy for the City.
ALTERNATIVES:
Council may choose to propose changes to the scope of work and/or the lease for service credit deliverables. Staff would require additional time to work out any changes both internally and with Corazón.
FISCAL IMPACT:
The total cost for the professional services agreement is $50,000. The Fiscal Year 2023-24 budget included $40,000 for this activity in the Measure T Fund. Staff are recommending using savings from other professional services agreements to fund the additional proposed work this year. No budget amendment is required.
The proposed lease agreement extension would continue the lease for service credit in an amount of approximately $50,000. There is no direct payment to Corazón Healdsburg for the services provided in the service deliverables.
ENVIRONMENTAL ANALYSIS:
Pursuant to Title 14, the California Code of Regulations, Section 15378(b)(5) of the California Environmental Quality Act (“CEQA”) guidelines, approval of this resolution is an administrative activity of the City that will not result in direct or indirect physical changes to the environment.
ATTACHMENT(S):
Resolution
Attachment A: FY 23-24 Draft Scope of Services
2023 Lease Agreement Extension
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CITY OF HEALDSBURG
RESOLUTION NO. ______-2023
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG APPROVING A PROESSIONAL SERVICES
AGREEMENT WITH CORAZÓN HEALDSBURG FOR THE
PROVISION OF OUTREACH AND SUPPORT SERVICES TO
THE LATINO/A/E COMMUNITY AND APPROVING A LEASE
AGREEMENT EXTENSION FOR SPACE AT THE
HEALDSBURG COMMUNITY CENTER AND AUTHORIZING
THE CITY MANAGER TO EXECUTE THE PROFESSIONAL
SERVICES AGREEMENT AND THE LEASE AGREEMENT
EXTENSION
WHEREAS, the City of Healdsburg has always been an inclusive community that values diversity; and
WHEREAS, the City has proactively taken a number of steps in an on-going effort to support the Latino/a/e community; and
WHEREAS, since 2017, the City Council has approved annual Professional Agreements to fund outreach and support services to the Latino/a/e community; and WHEREAS, since 2017 the City Council has approved a lease agreement for Corazón Healdsburg’s use of space at the Healdsburg Community Center, and WHEREAS, Corazón Healdsburg continues to provide Latino/a/e outreach services in our community; and
WHEREAS, City staff met with Corazón to identify opportunities to expand outreach opportunities, programs and services to the Latino/a/e community; and WHEREAS, Corazón Healdsburg will work collaboratively with City staff to continue to enhance the communication bridge between the City of Healdsburg and our Latino/a/e community; and
WHEREAS, the approval of this agreement would not result in a direct or reasonably foreseeable indirect change in the physical environment and is therefore not a “project” for purposes of Section 21065 of the California Environmental Quality Act.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Healdsburg does hereby:
1. Find that this activity would not result in a direct or reasonably foreseeable indirect change in the physical environment and is therefore not a “project” for purposes of Section 21065 of the California Environmental Quality Act.
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Attachment: Resolution (4224 : Corazon Healdsburg Contract for Services and Lease Extension) Resolution No. _____-2023
2. Approve a Professional Services Agreement between the City of Healdsburg and Corazón Healdsburg for the provision of outreach and support services to the Latino community in an amount not to exceed $50,000.
3. Approve a lease agreement extension for use of space at the Healdsburg Community Center.
4. Authorize the City Manager to execute the agreement and the lease extension on the City’s behalf.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Healdsburg this 20
th day of November 2023, by the following vote:
AYES: Councilmembers: ( )
NOES: Councilmembers: ( )
ABSENT: Councilmembers: ( )
ABSTAINING: Councilmembers: ( )
SO ORDERED: ATTEST:
________________________________ ______________________________ Ariel Kelley, Mayor Raina Allan, City Clerk
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Attachment: Resolution (4224 : Corazon Healdsburg Contract for Services and Lease Extension) Scope of Services
Corazon Healdsburg
Focus Area 1: Community Outreach on City Programs and Services Support community outreach and engagement on City initiatives, events, programs, and services through using Corazon’s channels of communication to increase reach and receptivity. This includes sharing City developed tools, resources, and information through multiple media, including digital and in person communication.
1. City Programs and Activities, including but not limited to:
o City Programs:
▪ Conservation Incentives and Programs
▪ Affordable Housing Support
▪ Utility Billing Support
▪ Youth and Child Programs
▪ Senior Services
o City Events:
▪ Public Meeting Participation
▪ Community Events
▪ Coffee with the City Manager
Focus Area 2: Enhancing Community Access and Participation:
Facilitating community engagement within the Latino/a/e community through direct support of City events, initiatives, and stakeholder engagement processes. Requests in this category will use a mutually agreed upon planning/request form to ensure clarity on event purpose and needs.
Support Community Access and Participation in the Following City Initiatives for FY 22-23
1. Diversity Equity and Inclusion Plan Implementation
o Support City efforts to begin implementation of DEI Plan goals and actions once workplan is established.
2. Climate Mobilization Strategy Development
o Support outreach to Latino/a/e community on City Sponsored events. o Arrange for interpretation services at City sponsored events to include securing interpreter(s), providing interpreting equipment and staff support for these services o As requested, provide staff to support successful execution of City sponsored Events
3. Ward Street Infrastructure Improvements and Public Safety Enhancements o Support outreach to Latino/a/e community on City proposed improvements and obtaining feedback on options for improvements.
o Support planning and logistics for neighborhood outreach events to improve City/neighborhood connectivity.
4. Affordable and Workforce Housing Outreach and Event Support o Support outreach and promotion to Latino/a/e community on City sponsored events including direct engagement with residents, social media and advertising material development.
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Attachment: Attachment A: FY 23-24 Draft Scope of Services (4224 : Corazon Healdsburg Contract for Services and Lease Extension) Scope of Services
Corazon Healdsburg
o As requested, provide staff to support successful execution of City sponsored events o As requested, provide childcare services for attendees at planned events. o Schedule of anticipated events and activities
▪ Support workforce service fair in Fall 2023
▪ Support workforce housing forum in Fall 2023
5. SMART Station Location Engagement
o Support outreach and promotion to Latino/a/e community on City sponsored workshop, including direct engagement with residents, social media and advertising material development.
o As requested, provide staff to support successful execution of City sponsored workshop o As requested, provide a station for children’s activities at event
6. As requested, support additional City initiatives. Requests will be made through the City Manager’s Office.
o City will endeavor to provide reasonable advanced notice on requested Corazon involvement.
o Corazon will validate any requests for Corazon support with the City Manager’s office in advance of any work being agreed to.
Contract Value:
Focus Area 1: Community Outreach on City Programs and Services
1. Community Outreach on City Programs $ 10,000
Focus Area 2: Enhancing Community Access and Participation
1. DEI Plan Implementation Support $ 10,000
2. CMS Development Support $ 7,500
3. Ward Street Support $ 5,000
4. Affordable and Workforce Housing Outreach $ 10,000
5. SMART Station Location Engagement $ 5,000
6. Additional Support as requested $ 2,500
Total: $ 50,000
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Attachment: Attachment A: FY 23-24 Draft Scope of Services (4224 : Corazon Healdsburg Contract for Services and Lease Extension) 4881-9734-8494 v1
1 LEASE MODIFICATION AND EXTENSION
(Corazon Healdsburg)
This Lease Modification and Extension (the “Extension”) is entered into as of _____________________, 2023, by and between the City of Healdsburg, a municipal corporation (the “Landlord”) and Scopa Has a Dream, Inc., dba Corazón Healdsburg, a non-profit corporation, (the “Tenant”) (together, the “Parties”), who agree as follows:
1. Recitals. This Extension is made with reference to the following facts and circumstances:
(a) Landlord and Tenant are parties to that certain Office Lease, dated December 5, 2022 (the “Lease”). Under the Lease, among other things, Landlord leases to Tenant the real property located at 1557 Healdsburg Avenue, Healdsburg, CA. (b) Section 1.5 of the Lease provides for a lease term of twelve (12) months, to December 5, 2023.
(c) Section 15.6 of the Lease provides that the Lease “may not be amended or modified except in a writing signed by both Parties.”
(d) By this Extension, Landlord and Tenant desire to modify the Lease and memorialize the extension of the Lease term for twelve (12) months.
2. Extension of Term. The term of the Lease is extended by twelve (12) months, until and including December 5, 2024.
3. Lease in Full Force and Effect. The Lease remains unmodified and in full force and effect, except as extended by this Extension.
4. Governing Law. This Extension is to be construed and enforced in accordance with the laws of the State of California.
5. Entire Agreement. This Extension, together with the Lease, constitutes the entire agreement of the parties with respect to its subject matter and it supercedes all prior or contemporaneous agreements, whether written or oral, with respect to that subject matter.
6. Counterparts. This Extension may be executed in one or more counterparts, each of which is an original, but all of which together are the same Extension.
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Attachment: 2023 Lease Agreement Extension (4224 : Corazon Healdsburg Contract for Services and Lease Extension) 4881-9734-8494 v1
2 The parties have duly executed this Extension as of the date first set forth above.
TENANT LANDLORD
SCOPA HAS A DREAM, INC. CITY OF HEALDSBURG,
dba Corazon Healdsburg, a municipal corporation
a non-profit corporation
By: _______________________ By: __________________
Print Name: Jeffrey Kay
Title: Its: City Manager
Attest: ___________________
Raina Allen
City Clerk
Approved as to form:
__________________
Samantha W. Zutler
City Attorney
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Attachment: 2023 Lease Agreement Extension (4224 : Corazon Healdsburg Contract for Services and Lease Extension)
CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: November 20, 2023
SUBJECT: Flock Safety Contract Renewal
PREPARED BY: Luis Rodriguez, Lieutenant
STRATEGIC INITIATIVE(S):
Maintain and Enhance Public Health and Safety
RECOMMENDED ACTION(S):
Adopt a Resolution authorizing the City Manager to execute an agreement with Flock Safety for Automated License Plate Reader cameras for an amount not to exceed $166,500 over a five-year term.
COMMUNITY ENGAGEMENT/OUTREACH:
No additional community engagement or outreach was conducted for this renewal; however, prior to the program implementation, a community meeting on automated license plate reader (ALPR) technology was held on July 18, 2022 and offered in both English and Spanish. The meeting was announced on both Facebook and through the City Manager’s Friday Update.
Three members of the community attended the meeting, and one member continued to engage with Police Department staff regarding the draft policy prior to the final implementation.
BACKGROUND:
In August 2022, City Council directed staff to implement an Automated License Plate Reader program, and subsequently, the City entered into an agreement with Flock Safety to provide fixed ALPR cameras. The initial period was for 1 year, and the current agreement is set to expire on November 23, 2023.
The current system uses a perimeter deployment plan, and under this strategy, a total of 11 cameras were installed at 5 locations. Generalized locations of the cameras are as follows:
1. Healdsburg Avenue and Old Redwood Highway (south City limits)
2. Healdsburg Avenue at Exchange Avenue
3. Westside Road at US 101
4. Dry Creek Road at US 101
5. Healdsburg Avenue at Passalacqua Road (north City limits)
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Following the execution of the contract and the training of department staff, the system went live in January 2023.
DISCUSSION/ANALYSIS:
With the impending expiration of the agreement, staff has been in discussions with Flock Safety about the renewal of the current ALPR services agreement. As a result of those discussions, Flock Safety has proposed an annual price of $33,300, which is equal to the previous contract amount, resulting in no increase.
Staff believes that the current deployment of the Flock ALPR cameras is adequately meeting the needs of the City and no additional cameras are proposed with the current contract renewal.
Flock Safety has indicated that their pricing will increase starting January 2024, so staff is recommending entering into a five-year agreement to lock in the current pricing for the duration of the agreement.
Overview of Current System Impacts
Since January 2023 police have apprehended 14 stolen or wanted vehicles directly due to alerts from the Flock Safety system. During this time period, Police Department staff have observed a noted decrease in stolen vehicles from the city of Healdsburg and an increase in stolen vehicle recoveries. In 2023 the police department took 9 reports of stolen vehicles from within the city, down from 17 reports in 2017. Conversely, the department has recovered 10 stolen vehicle in 2023, up from 5 in 2022. Additionally, past crime data has indicated that those in stolen vehicles often continue to commit additional criminal offenses, and by capturing those with stolen vehicles in our city, Police Department staff are able to proactively prevent additional crimes.
Staff has also noted a decrease in catalytic converter theft-related crimes, taking only one report in 2023, down from 15 reports in 2022.
The system has been used as an investigative tool to bring resolution to other cases. Some cases of note were the use of the system during a narcotics and firearms related investigation, a stalking case, and a case involving the annoying/molesting of a minor.
Additional Options to Increase Community Safety Benefits While staff were in conversation with Flock Safety about the contract renewal, staff looked at other products that could provide enhanced community safety. Among the technologies are camera systems that can be installed at designated locations in the City to help deter and investigate crime.
The Police Department has successfully used cameras for many years to aid in addressing problem areas and has found that when cameras are visibly placed, there is a significant reduction in crime in that area. Police staff have received inquiries from the community about camera installations to mitigate criminal activity at the downtown merchant meetings and during Ward Street outreach efforts.
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At City Council direction, staff is prepared to bring a more in-depth item about implementing a camera monitoring system at select locations to be determined for City Council consideration at a future meeting.
Recommendations
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute an agreement with Flock Safety for a 5-year period. Staff is also requesting direction if there is consensus to bring an item to City Council on addition of a fixed camera system to locations within the City.
ENVIRONMENTAL STEWARDSHIP:
Not applicable.
ALTERNATIVES:
No alternatives are proposed.
FISCAL IMPACT:
The fiscal year 2023-24 budget includes sufficient funding in the Police Department contracted services account designated for Flock Safety services, so no additional appropriations will be necessary.
ENVIRONMENTAL ANALYSIS:
Pursuant to Title 14, the California Code of Regulations, Section 15378(b)(5) of the California Environmental Quality Act (“CEQA”) guidelines, receiving this report is an administrative activity of the City that will not result in direct or indirect physical changes to the environment.
ATTACHMENT(S):
Resolution
CA - Healdsburg PD - Law Enforcement Agreement
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CITY OF HEALDSBURG
RESOLUTION NO. __-2023
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH FLOCK SAFETY FOR
AUTOMATED LICENSE PLATE READER CAMERAS FOR AN
AMOUNT NOT TO EXCEED $166,500 OVER A FIVE-YEAR TERM
WHEREAS, the Healdsburg Police Department has utilized products from Flock Safety since 2022; and
WHEREAS, the City’s current contract with Flock Safety ends on November 23, 2023; and
WHEREAS, staff met with representatives from Flock Safety regarding renewing the existing contract; and
WHEREAS, Flock Safety provided a proposal to continue offering ALPR camera services for the same amount of $33,300 per year for a 5-year term; and WHEREAS, the FY 23-24 budget allocates funding in the amount of $33,300 to ALPR camera services, and
WHEREAS, the proposed action is not subject to the provisions of the California Environmental Quality Act ("CEQA") because it is not a project, since it will not have a direct or reasonably foreseeable indirect impact on the environment.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Healdsburg hereby authorizes the City Manager to execute an agreement on behalf of the City with Flock Safety for ALPR cameras for an amount not to exceed $166,500 over a five year term.
PASSED, APPROVED, AND ADOPTED this 20th day of November, 2023 by the following vote:
AYES: Council members: ( )
NOES: Council members: ( )
ABSENT: Council members: ( )
ABSTAINING: Council members: ( )
SO ORDERED: ATTEST:
___________________________________ ____________________________________ Ariel Kelley, Mayor Raina Allan, City Clerk
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Attachment: Resolution (4252 : Flock Safety Contract Renewal) Flock Safety + CA - Healdsburg PD
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:
Jake Sherman
[email protected]
818-746-7444
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal)
EXHIBIT A
ORDER FORM
Customer: CA - Healdsburg PD Initial Term: 60 Months
Legal Entity Name: CA - Healdsburg PD Renewal Term: 24 Months Accounts Payable Email: [email protected] Payment Terms: Net 30 Address: 238 Center St Healdsburg, California 95448 Billing Frequency: Annual Plan - First Year Invoiced at Signing.
Retention Period: 90 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $33,300.00
Flock Safety Flock OS
FlockOS ™ Included 1 Included
Flock Safety LPR Products
Flock Safety Falcon ® Included 11 Included
Flock Safety FlockOS Add Ons
Flock Safety Advanced Search $2,500.00 1 $2,500.00
Flock Safety Platform Add Ons
Extended data retention (Up to 1 Year) $300.00 11 $3,300.00 Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Subtotal Year 1: $33,300.00
Annual Recurring Subtotal: $33,300.00
Discounts: $27,500.00
Estimated Tax: $0.00
Contract Total: $166,500.00
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal) Billing Schedule
Billing Schedule Amount (USD)
Year 1
At Contract Signing $33,300.00
Annual Recurring after Year 1 $33,300.00
Contract Total $166,500.00
*Tax not included
Discounts
Discounts Applied Amount (USD)
Flock Safety Platform $27,500.00
Flock Safety Add-ons $0.00
Flock Safety Professional Services $0.00
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal) Product and Services Description
Flock Safety Platform Items Product Description Terms
Flock Safety Falcon ®
An infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint® technology to capture vehicular attributes.
The Term shall commence upon first installation and validation of Flock Hardware.
One-Time Fees Service Description
Installation on existing
infrastructure
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.
Professional Services - Standard
Implementation Fee
One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.
Professional Services -
Advanced Implementation Fee
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.
FlockOS Features & Description
Package: Essentials
FlockOS Features Description
Community Cameras (Full Access) Access to all privately owned Flock devices within your jurisdiction that have been shared with you.
Unlimited Users Unlimited users for FlockOS
State Network (LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the statewide Flock network.
Nationwide Network (LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the nationwide Flock network.
Direct Share - Surrounding Jurisdiction (Full Access) Access to all Flock devices owned by law enforcement that have been directly shared with you. Have ability to search by vehicle fingerprint, receive hot list alerts, and view devices on the map.
Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations License Plate Lookup Look up specific license plate location history captured on Flock devices Vehicle Fingerprint Search Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks.
Flock Insights/Analytics page Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports.
ESRI Based Map Interface
Flock Safety’s maps are powered by ESRI, which offers the ability for 3D visualization, viewing of floor plans, and layering of external GIS data, such as City infrastructure (i.e., public facilities, transit systems, utilities), Boundary mapping (i.e., precincts, county lines, beat maps), and Interior floor plans (i.e., hospitals, corporate campuses, universities)
Real-Time NCIC Alerts on Flock ALPR Cameras Alert sent when a vehicle entered into the NCIC crime database passes by a Flock camera Unlimited Custom Hot Lists Ability to add a suspect’s license plate to a custom list and get alerted when it passes by a Flock camera
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal) By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the terms and conditions contained in the Master Services Agreement attached. The Parties have executed this Agreement as of the dates set forth below.
FLOCK GROUP, INC. Customer: CA - Healdsburg PD
By:
\FSSignature2\
By:
\FSSignature1\
Name:
\FSFullname2\
Name:
\FSFullname1\
Title:
\FSTitle2\
Title:
\FSTitle1\
Date:
\FSDateSigned2\
Date:
\FSDateSigned1\
PO Number:
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal) Master Services Agreement
This Master Services Agreement (this “Agreement”) is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 (“Flock”) and the entity identified in the signature block (“Customer”) (each a “Party,” and together, the “Parties”) on this the 24 day of October 2023. This Agreement is effective on the date of mutual execution (“Effective Date”). Parties will sign an Order Form (“Order Form”) which will describe the Flock Services to be performed and the period for performance, attached hereto as Exhibit A. The Parties agree as follows:
RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution through Flock’s technology platform that upon detection is capable of capturing audio, video, image, and recording data and provide notifications to Customer (“Notifications”); WHEREAS, Customer desires access to the Flock Services (defined below) on existing devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, via the Flock Services; WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to Flock’s standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices; and
AGREEMENT
NOW, THEREFORE, Flock and Customer agree that this Agreement, and any Order Form, purchase orders, statements of work, product addenda, or the like, attached hereto as
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal) exhibits and incorporated by reference, constitute the complete and exclusive statement of the Agreement of the Parties with respect to the subject matter of this Agreement, and replace and supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written communications and negotiations by and between the Parties.
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or crossreferenced in this Section 1.
1.1 “Anonymized Data” means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly.
1.2 “Authorized End User(s)” means any individual employees, agents, or contractors of Customer accessing or using the Services, under the rights granted to Customer pursuant to this Agreement.
1.3 “Customer Data” means the data, media and content provided by Customer through the Services. For the avoidance of doubt, the Customer Data will include the Footage.
1.4. “Customer Hardware” means the third-party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.
1.5 “Embedded Software” means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware.
1.6 “Flock Hardware” means the Flock device(s), which may include the pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable product addenda.
1.7 “Flock IP” means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below).
1.8 “Flock Network End User(s)” means any user of the Flock Services that Customer authorizes access to or receives data from, pursuant to the licenses granted herein.
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal)
1.9 “Flock Services” means the provision of Flock’s software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.
1.10 “Footage” means still images, video, audio and other data captured by the Flock Hardware or Customer Hardware in the course of and provided via the Flock Services.
1.11 “Hotlist(s)” means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes.
Hotlist also includes, but is not limited to, national data (i.e., NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction.
1.12 “Installation Services” means the services provided by Flock for installation of Flock Services.
1.13 “Retention Period” means the time period that the Customer Data is stored within the cloud storage, as specified in the product addenda.
1.14 “Vehicle Fingerprint™” means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks.
1.15 “Web Interface” means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services.
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal)
2. SERVICES AND SUPPORT
2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End Users to access and download via the Web Interface for the data retention time defined on the Order Form (“Retention Period”). Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, including any acts or omissions of authorized End user which would constitute a breach of this agreement if undertaken by customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage).
2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, nontransferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the Flock Services.
2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within seventy-two (72) hours. Flock will provide Customer with reasonable technical and on-site support and maintenance services in-person, via phone or by email at [email protected] (such services collectively referred to as “Support Services”).
2.4 Upgrades to Platform. Flock may make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock’s products or services to its agencies, the competitive strength of, or market for, Flock’s products or services, such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law.
Parties understand that such upgrades are necessary from time to time and will not diminish the quality of the services or materially change any terms or conditions within this Agreement.
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal)
2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Flock reasonably believe Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Customer’s direct actions or by the actions of parties associated with the Customer, the time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day). For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of the Term.
2.6 Service Suspension. Flock may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Customer has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Customer’s account (“Service Suspension”). Customer shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled by the duration of the Service Suspension.
2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately.
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal)
3. CUSTOMER OBLIGATIONS
3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in this Agreement, Customer shall not designate Authorized End Users for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use Customer-issued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock with up to date contact information at all times during the Term of this agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services. Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock to perform Services (such obligations of Customer are collectively defined as “Customer Obligations”).
3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content.
4. DATA USE AND LICENSING
4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data and perform all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not own and shall not sell Customer Data.
4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages,
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal) text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Customer (“Customer Generated Data”). Customer shall retain whatever legally cognizable right, title, and interest in Customer Generated Data. Customer understands and acknowledges that Flock has no obligation to monitor or enforce Customer’s intellectual property rights of Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide, royalty-free, license to use the Customer Generated Data for the purpose of providing Flock Services. Flock does not own and shall not sell Customer Generated Data.
4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer Generated Data to the extent such anonymization renders the data nonidentifiable to create Anonymized Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data.
5. CONFIDENTIALITY; DISCLOSURES
5.1 Confidentiality. To the extent required by any applicable public records requests, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal) such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.
Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations of Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret.
5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement.
Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion. Customer and Authorized End Users shall not: (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Customer’s rights. There are no implied rights.
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5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to comply with a legal process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations.
6. PAYMENT OF FEES
6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. If Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no later than thirty (30) days after the closing date on the first invoice in which the error or problem appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least thirty (30) days’ prior written notice to Customer of the payment delinquency before exercising any suspension right.
6.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent Renewal Terms by providing sixty (60) days’ notice (which may be sent by email) prior to the end of the Initial Term or Renewal Term (as applicable).
6.3 Late Fees. If payment is not issued to Flock by the due date of the invoice, an interest penalty of 1.0% of any unpaid amount may be added for each month or fraction thereafter, until final payment is made.
6.4 Taxes. Customer is responsible for all taxes, levies, or duties, excluding only taxes based on Flock’s net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing authority, for which Customer is responsible, the appropriate amount shall be invoice to and paid by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and Flock shall not charge customer any taxes from which it is exempt. If any deduction or
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal) withholding is required by law, Customer shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required.
7. TERM AND TERMINATION
7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form (the “Term”). Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period (“Cure Period”). Either Party may terminate this Agreement (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of the pre-paid fees for Services not received due to such termination.
7.3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 11.1 and
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal)
8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER
8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Customer must notify Flock’s technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing within a commercially reasonable time, but no longer than seven (7) business days after Customer gives notice to Flock.
8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that (1) Flock Services will be materially affected, and (2) that Flock shall have no liability to Customer regarding such affected Flock Services, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware.
8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTS.
FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal) PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER ONLY
APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11.6.
8.5 Insurance. Flock will maintain commercial general liability policies as stated in Exhibit B.
8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or omissions.
9. LIMITATION OF LIABILITY; INDEMNITY
9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,
FLOCK, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND
EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D)
FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR
REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH
AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID
AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT
GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF
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LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION 10.6.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING
LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION OBLIGATIONS.
9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or employees.
9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents and employees, from liability of any kind, including claims, costs (including defense) and expenses, on account of: (i) any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement; or (ii) any damage or injury to property or person directly caused by Flock’s installation of Flock Hardware, except for where such damage or injury was caused solely by the negligence of the Customer or its agents, officers or employees. Flock’s performance of this indemnity obligation shall not exceed the fees paid and/or payable for the services rendered under this Agreement in the preceding twelve (12) months.
10. INSTALLATION SERVICES AND OBLIGATIONS
10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise expressly stated in this Agreement, Customer is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer agrees and understands that in the event Customer is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination for material breach by Customer. Customer shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal) Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s rights to any damages Flock may sustain as a result of Customer’s default and Flock shall have the right to enforce any other legal remedy or right.
10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan (“Deployment Plan”). In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location, and will provide alternative options to Customer.
10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, repositioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles will incur a fee according to the reinstall fee schedule located at (https://www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and confirm approval of any such fees.
10.4 Customer Installation Obligations. Customer is responsible for any applicable supplementary cost as described in the Customer Implementation Guide, attached hereto as Exhibit C (“Customer Obligations”). Customer represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the designated locations and to make any necessary inspections or maintenance in connection with such installation.
10.5 Flock’s Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the length of the Term. Flock may use a subcontractor or third party to perform certain obligations under this agreement, provided that Flock’s use of such subcontractor or third party shall not release Flock from any duty or liability to fulfill Flock’s obligations under this Agreement.
11. MISCELLANEOUS
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11.1 Compliance With Laws. Parties shall comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s).
11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction.
11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral , communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Customer’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon future purchase order is subject to these legal terms and does not alter the rights and obligations under this Agreement, except that future purchase orders may outline additional products, services, quantities and billing terms to be mutually accepted by Parties. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail. Customer agrees that Customer’s purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature.
11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer.
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11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in which the Customer is located. The Parties hereto agree that venue would be proper in the chosen courts of the State of which the Customer is located. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.
11.7 Special Terms. Flock may offer certain special terms which are indicated in the proposal and will become part of this Agreement, upon Customer’s prior written consent and the mutual execution by authorized representatives (“Special Terms”). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.
11.8 Publicity. Flock has the right to reference and use Customer’s name and trademarks and disclose the nature of the Services in business and development and marketing efforts.
11.9 Feedback. If Customer or Authorized End User provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.
11.10 Export. Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Customer or authority. As defined in Federal Acquisition Regulation (“FAR”), section
2.101, the Services, the Flock Hardware and Documentation are “commercial items” and according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial computer software documentation.” Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal)
11.11 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections.
11.12 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing.
11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise.
11.14 Morality. In the event Customer or its agents become the subject of an indictment, contempt, scandal, crime of moral turpitude or similar event that would negatively impact or tarnish Flock’s reputation, Flock shall have the option to terminate this Agreement upon prior written notice to Customer.
11.15 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt to the address listed on the Order Form (or, if different, below), if sent by certified or registered mail, return receipt requested.
11.16 Non-Appropriation. Notwithstanding any other provision of this Agreement, all obligations of the Customer under this Agreement which require the expenditure of funds are conditioned on the availability of funds appropriated for that purpose. Customer shall have the right to terminate this Agreement for non appropriation with thirty (30) days written notice without penalty or other cost.
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal)
FLOCK NOTICES ADDRESS
:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: [email protected]
Customer NOTICES ADDRESS:
ADDRESS:
ATTN:
EMAIL:
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EXHIBIT B
INSURANCE
Required Coverage. Flock shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the services under this Agreement and the results of that work by Flock or its agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M. Best rating of no less than “A” and “VII”. Flock shall obtain and, during the term of this Agreement, shall maintain policies of professional liability (errors and omissions), automobile liability, and general liability insurance for insurable amounts of not less than the limits listed herein. The insurance policies shall provide that the policies shall remain in full force during the life of the Agreement. Flock shall procure and shall maintain during the life of this Agreement Worker's Compensation insurance as required by applicable State law for all Flock employees.
Types and Amounts Required. Flock shall maintain, at minimum, the following insurance coverage for the duration of this Agreement:
(i) Commercial General Liability insurance written on an occurrence basis with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and product and completed operations coverage;
(ii) Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits of Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate;
(iii) Professional Liability/Errors and Omissions insurance with minimum limits of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate;
(iv) Commercial Automobile Liability insurance with a minimum combined single limit of One Million Dollars ($1,000,000) per occurrence for bodily injury, death, and property coverage, including owned and non-owned and hired automobile coverage; and
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal) (v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five Million Dollars ($5,000,000).
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Attachment: CA - Healdsburg PD - Law Enforcement Agreement (4252 : Flock Safety Contract Renewal)
CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: November 20, 2023
SUBJECT: City Council Meetings and Work Session Dates for 2024 PREPARED BY: Raina Allan, City Clerk
STRATEGIC INITIATIVE(S):
Effective & Efficient Government
Provide Effective Governance
RECOMMENDED ACTION(S):
By motion, re-schedule certain regular 2024 City Council meeting dates that fall on a holiday and approve the City Council meeting schedule for 2024, including the anticipated work sessions and special meeting dates.
BACKGROUND:
The Healdsburg Municipal Code requires that the Council meet the first and third Mondays of each month.
DISCUSSION/ANALYSIS:
In 2024, the regularly scheduled meetings of January 1
st January 15th
, February 19th and
September 2
nd fall on observed holidays and the City Hall offices are closed. Pursuant to the City Council’s protocols, those meetings would be rescheduled as follows:
Regular meeting date Rescheduled meeting date
January 1, 2024 Cancelled
January 15, 2024 January 16, 2024
February 19, 2024 February 20, 2024
September 2, 2024 September 3, 2024
July 1, 2024 Cancelled
July 15, 2024 Cancelled
As noted above, it is proposed that Council takes a recess in July. This is consistent with the approach taken the last seven years. The two meetings in July that would be cancelled are July 1, 2024 and July 15, 2024. A special meeting can always be called during that month if the need
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arises. Staff is also proposing to cancel the January 1, 2024 City Council meeting due to proximity to major holidays. The proposed regular Council meeting schedule is below for Council’s consideration.
Regular Meetings Special Meetings / Work Sessions
Monday January 1, 2024 Meeting Cancelled
Tuesday January 16, 2024
Monday February 5, 2024
Tuesday February 20, 2024 Friday February 23, 2024 - Goal Setting Session (Option 1) Monday March 4, 2024 Monday February 26, 2024 - Goal Setting Session (Option 2) Monday March 18, 2024 Friday March 22, 2024 - Goal Setting Session (Option 3) Monday April 1, 2024
Monday April 15, 2024
Monday May 6, 2024 Monday May 13, 2024 - Budget Special Meeting Monday May 20, 2024
Monday June 3, 2024
Monday June 17, 2024
Monday July 1, 2024 Meeting Cancelled
Monday July 15, 2024 Meeting Cancelled
Monday August 5, 2024
Monday August 19, 2024
Tuesday September 3, 2024
Monday September 16, 2024
Monday October 7, 2024
Monday October 21, 2024
Monday November 4, 2024
Monday November 18, 2024
Monday December 2, 2024
Monday December 16, 2024
The City Council on an annual basis also holds work sessions and special meetings to discuss Council goal setting, the annual budget, and other issues that require additional Council discussion outside the regular meeting schedule. At this time, staff is providing three potential dates for a goal setting session. February 23, 2024, February 26 2024 and March 22, 2024. We would like Council to discuss the three potential dates and provide direction on a preferred date.
In connection with this item, Staff is also suggesting Council keep every Monday open for potential special meetings.
ALTERNATIVES:
The Council can opt to further revise the proposed regular and special meeting/work session schedule as deemed necessary.
FISCAL IMPACT:
No fiscal impact is anticipated from setting the 2024 Council meeting and work session schedule.
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ENVIRONMENTAL ANALYSIS:
Pursuant to Title 14, the California Code of Regulations, Section 15378(b)(5) of the California Environmental Quality Act (“CEQA”) guidelines, the approval of the 2023 City Council meeting schedule is an administrative activity of the City that will not result in direct or indirect physical changes to the environment.
ATTACHMENT(S):
Council Meeting Dates_2024
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CITY COUNCIL OF THE CITY OF HEALDSBURG
LIST OF 2024 CITY COUNCIL
REGULAR AND SPECIAL MEETINGS AND WORK SESSIONS
Regular Meetings Special Meetings / Work Sessions
Monday January 1, 2024 Meeting Cancelled
Tuesday January 16, 2024
Monday February 5, 2024
Tuesday February 20, 2024 Friday February 23, 2024 - Goal Setting Session (Option 1) Monday March 4, 2024 Monday February 26, 2024 - Goal Setting Session (Option 2) Monday March 18, 2024 Friday March 22, 2024 - Goal Setting Session (Option 3) Monday April 1, 2024
Monday April 15, 2024
Monday May 6, 2024 Monday May 13, 2024 - Budget Special Meeting Monday May 20, 2024
Monday June 3, 2024
Monday June 17, 2024
Monday July 1, 2024 Meeting Cancelled
Monday July 15, 2024 Meeting Cancelled
Monday August 5, 2024
Monday August 19, 2024
Tuesday September 3, 2024
Monday September 16, 2024
Monday October 7, 2024
Monday October 21, 2024
Monday November 4, 2024
Monday November 18, 2024
Monday December 2, 2024
Monday December 16, 2024
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Attachment: Council Meeting Dates_2024 (4229 : Council Meeting Dates - 2024) 11/15/2023 – Page 1
CITY OF HEALDSBURG
CITY COUNCIL FUTURE AGENDA ITEMS
(NOTE: The schedule is tentative and subject to change pending final publication and posting of the City Council meeting agenda) December 4, 2023 Employee Anniversaries – Rob Scates – 20 years, William Van Vleck – 10 years Investment Report – October 2023
Disbursement Report – October 2023
AB 1600 Report for FY 2022-23
2024 Special Event Calendar
Notice of Completion – Community Center Preschool Improvements Revisions to the Memorandum of Understanding with 421 Foss Street LLC (Duchamp Hotel) for the Foley Family Community Pavilion Project
Saggio Hills General Plan Map and Zoning Map “Clean up” Amendments Potential Sale of Renewable Energy Credits
Amend Special Event Policy and Chapter 12.24 of Municipal Code 2024 Annual Rate Adjustment for Garbage Services
December 18, 2023 Cultural Trust Fund Amendment
Local Appointments List – Maddy Act
Tentative Map – North Village – Middle Income Units
Foley Family Community Pavilion Bid Award
Selection of Mayor and Vice Mayor for 2024
Council Appointments to Boards and Commissions for 2024 Recycled Water Pipeline Presentation
January 1, 2024
Proposed for Cancelation
14.1.a
Packet Pg. 87
Attachment: Future Agenda Planning Sheet (4258 : Future Agenda Items - November 20, 2023) 11/15/2023 – Page 2
January 16, 2024 FY 2024-2026 Budget Overview
(Tuesday) Update on City Council Goals
Amend Special Event Policy and Chapter 12.24 of Municipal Code – 2nd reading Local Hazard Mitigation Plan Adoption
Fire Services Working Group Ballot Measure Presentation (NOTE: The schedule is tentative and subject to change pending final publication and posting of the City Council meeting agenda)
14.1.a
Packet Pg. 88
Attachment: Future Agenda Planning Sheet (4258 : Future Agenda Items - November 20, 2023)