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AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made on July 1, 2024, by and between the Santa Maria Museum of Flight, a California nonprofit 501(c)(3) Corporation (“Museum”), and the City of Santa Maria, a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:
WHEREAS, the City is desirous of increasing its well-being of the City through the preservation and exhibition of the historical resources of the Santa Maria Valley; and WHEREAS, the Museum has special knowledge, expertise, skill, and facilities for preservation, exhibit, and promotional work; and
WHEREAS, the City desires to employ or secure the services of the Museum to perform certain services to preserve the aviation history of the Santa Maria Valley;
NOW, THEREFORE, IT IS AGREED:
1. R
ecitals true. The above recitals are true.
2. Ge neral.
2.01. Term and Termination. The term of this contract is for two years ], beginning on the date first written above. This contract may be extended by mutual consent of the parties. This contract may be terminated for breach of its terms or conditions, or because of discovery of any act which violates local, state or federal law.
Termination is effective 14 days after deposit of notice as specified in this Agreement.
2.02. Services to be Performed. Mus
eum shall determine the method, details,
and means of providing historical resource services. More specifically, Museum agrees to perform the specific services listed in Exhibit “A.”
2.03 City’s Duties. C ity’s duties under this Agreement are to cooperate with Museum in the performance of the contract and timely pay invoices.
2.04. Payment. P ayment terms under this Agreement are listed in Exhibit “B.”
2.05. Insurance. Museum shall provide insurance as listed in Exhibit “C.”
2.06. Exhibits. Exhibits “A,” “B,” and “C” are attached and incorporated.
3 . Museum’s Obligations.
3.01. Minimum Amount of Service. Museum shall devote sufficient time to perform services under this agreement efficiently and effectively. Museum may represent, perform services for, and be employed by additional individuals or entities, in Museum’s sole discretion, as long as the performance of these extra-contractual services does not interfere with or present a conflict with City's business.
3.02 . Tools and Equipment. Except as otherwise stated in this Agreement, Museum will supply all tools and equipment necessary to perform this Agreement.
3.0 3. Status. Museum (including its employees) is an independent contractor.
No employer/employee relationship exists between Museum and the City. Museum 's assigned personnel shall not be entitled to any benefits payable to employees of the City.
The City is not required to make any deductions or withholdings from the compensation payable to Museum under this agreement.
Attachment D
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3.04. Indemnification. To the fullest extent permitted by law, the Museum shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Museum or the acts or omissions of an employee, agent or subcontractor of the Museum . The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this Section are not limited by the provisions of the Section relating to insurance.
4. Miscellaneous
4.01. Notices. All communication relating to the day -to-day activities of this Agreement shall be exchanged between a designated representative of the CITY and a representative of MUSEUM, listed below . All notices shall be addressed as follows unless a written change is filed with the City:
To City: To
Museum:
Attn: City Manager Attn: Esmeralda Mendoza/CEO
City of Santa Maria Santa Maria Museum of Flight
110 East Cook Street 3015 Airpark Drive
Santa Maria, CA 93454 Santa Maria, CA 93455
If the designated Representative or address of either party changes during the term of this agreement, a written notice shall be given to the other party prior to the effective date of change. Any written notices required under this agreement shall be effective five (5) days after deposit into United States mail, postage prepaid, addressed to the designated Representative, or upon confirmation of receipt of delivery if another notification process is used.
4.02. Compliance With Laws, etc. Museum shall comply with all laws, including but not limited to the rules and policies of the City, in performing this agreement.
4. 03. Integration. This agreement constitutes the entire agreement of the parties with respect to the subject matter. All modifications, amendments, or waivers of the terms of this agreement must be in writing and signed by the appropriate representatives of the parties.
4. 04. Interpretation. This agreement shall be interpreted in accordance with the laws of the State of California.
4.05. Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.
4.06. Warranty of authority. Each person signing this agreement on behalf of a party warrants that he or she has authority to do so.
4.07. No Waiver. F ailure to enforce with respect to a default shall not be construed as a waiver.
4.08. Severability. T he provisions of this agreement are severable. If any part of this agreement is held invalid by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and effect unless amended or modified by mutual Atty. Rev. 2018 Page 3 of 8
written consent of the parties.
4.09. Submittals. In addition to any other submittals required by this agreement, Museum shall submit copies of its current business license and current certificate of workers’ compensation coverage to the City before beginning work on this project.
4. 10 Prevailing Wage. Prevailing Wage. If applicable, Museum and all sub- contractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code. The Director's determination is on file and open to inspection at www.dir.ca.gov and is referred to and made a part hereof; the wage rates therein ascertained, determined , and specified are referred to and made a part hereof as though fully set forth herein.
IN WITNESS WHEREOF , this agreement is executed by the parties on the date first written above.
SANTA MARIA MUSEUM OF FLIGHT, a
California nonprofit 501(c)(3)
Corporation
___________________________
ESMERALDA MENDOZA
CEO
CITY OF SANTA MARIA, a political
subdivision of the State of California
ALICE M. PATINO
Mayor
ATTEST:
Donna G. Schwartz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:
_______________________________
Risk Manager
_______________________________
City Attorney
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EXHIBIT “A”
SCOPE OF WORK
1) During the term of this Agreement, the Museum shall determine the method, details, and means of advertising, and otherwise making known to the public, the historical aviation resources of the City for the express purpose of preserving the historical aviation resources of the City. Such activities shall generally include, but not be limited to:
a) collecting and preserving artifacts relevant to the aviation history of the Santa Maria Valley;
b) developing and providing exhibits and displays, which educate the community and demonstrate the aviation history of the Santa Maria Valley; c) encouraging school classes and adult groups to schedule tours of these exhibits; and
d) scheduling periodic displays of currently flying aircraft of historical significance to the residents of the Santa Maria Valley.
2) The Museum shall, during the term of this Agreement, provide all facilities, tools, and equipment and shall use its special knowledge, expertise, and organization to carry out the terms of this Agreement.
3) The Museum shall specifically provide (not an all-inclusive list):
a) volunteer staff as reasonably necessary to support and complete the work as described herein including but not limited to the supervisory and management services of the Board of Directors and such outside contract services necessary to provide accounting support.
4) The Museum shall maintain complete financial records of the revenue received from the City and other sources related to its activities and all sums expended pursuant hereto.
The Museum shall provide to the City a Statement of Revenues and Expenditures of the Museum, hereunder as follows:
For the 2024-25 period .............................................. No later than October 15, 2025 For the 2025-26 period .............................................. No later than October 15, 2026
5) The Museum shall maintain a count of all visitors to the Museum and report the total visitor count for the period to the City, as part of the Statement of Revenues and Expenses.
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EXHIBIT “B
PAYMENT
In consideration of the Museum's services, the City agrees to pay the Museum:
Prior to January 1, 2025 .................................................................................... $ 10,000 After January 1, 2025, and prior to June 30, 2025 ............................................ 10,000 $20,000
Prior to January 1, 2026 .................................................................................... $ 10,000 After January 1, 2026 and prior to June 30, 2026 ............................................. 10,000 $20,000
Each said payment shall be allocated exclusively for the purposes of preserving and exhibiting the aviation history of the Santa Maria Valley, as described herein during the term of this Agreement. Said payment shall be allocated, used , and accounted for in accordance with Exhibit A. The City shall have the ability to withhold payment if payment is not allocated, used, and accounted for, in accordance with Exhibit A or if the Museum is in breach per Section 2.01 of this Agreement.
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EXHIBIT “C”
INSURANCE REQUIREMENTS
Museum shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Museum, his/her agents, representatives, or employees. If the Museum maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Museum.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Museum has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the Museum 's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.
B. Minimum Limits of Insurance
Museum shall maintain limits no less than:
1. General Liability - $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Statutory limits.
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4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.
C. Self-insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Museum to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
D. Other Insurance Provisions
The liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Museum including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Museum’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).
2. For any claims related to this project, the Museum's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees , and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Museum's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract to the City. All notices provided pursuant to this Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested.
4. Museum hereby grants to City a waiver of any right to subrogation which any insurer of said Museum may acquire against the City by virtue of the payment of any loss under such insurance. Museum agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but Atty. Rev. 2018 Page 8 of 8
this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Museum must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
F. Verification of Coverage
Museum shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences . However, failure to obtain the required documents prior to the work beginning shall not waive the Museum’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
G. Special Risks or Circumstances
The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.