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HomeMy WebLinkAboutMINUTES - 04132010 - C.92RECOMMENDATION(S): Approve and authorized the Health Services Director, or his designee (Wendel Brunner, M.D.), to sign a Terms and Conditions for Facilities Use Agreement with The California Endowment (TCE) for use of its Oakland Conference Center, for the San Francisco Bay Area Regional Conference on Perinatal Homelessness including to indemnify and hold harmless TCE for claims arising out of use of the facility. FISCAL IMPACT: The California Endowment is not charging a fee for use of this facility. All other costs of the conference will be covered by the registration fee paid by conference participants. BACKGROUND: On June 15, 2010, the Health Services Department’s Family, Maternal & Child Health Programs will host an all-day conference for the San Francisco Bay Area Regional Conference on Perinatal Homelessness at TCE’s Oakland Conference Center located at 1111 Broadway, Oakland. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 04/13/2010 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Gayle B. Uilkema, District II Supervisor Mary N. Piepho, District III Supervisor Susan A. Bonilla, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Wendel Brunner, M.D., 313-6712 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: April 13, 2010 David J. Twa, County Administrator and Clerk of the Board of Supervisors By: EMY L. SHARP, Deputy cc: Tasha Scott, Barbara Borbon, Rusty Keilch C. 92 To:Board of Supervisors From:William Walker, M.D., Health Services Director Date:April 13, 2010 Contra Costa County Subject:Use of The California Endowment Facility for Perinatal Homelessness Conference ATTACHMENTS G:\C&G DIRECTORY\NON CONTRACTS\Facility Use Agreement.doc Page 1 of 8 TERMS AND CONDITIONS FOR FACILITIES USE This Agreement is made by and between The California Endowment (hereinafter called “TCE”) and Client identified on the signature page. All reservations and agreements for private conference functions and use of the facilities are made upon subject to the rules and regulations of TCE and the following conditions: Reservations, Deposits and Payments •All reservations are held on a tentative basis until a signed copy of the Terms and Conditions is received in the exact form as sent. A reservation is confirmed only upon receipt of a signed Agreement and a deposit in the amount indicated on the attached Acknowledgment page; provided that TCE may waive such a requirement at its sole discretion. •Final payment of the estimated outstanding balance of the event is due three (3) business days prior to the scheduled event and will require a signed credit card authorization for any remaining balance and extra charges, if any. A $25.00 fee may be charged to Client, at TCE’s sole discretion, for all returned checks. •If Client cancels an event with less than 30 days written notice, a cancellation fee of 10% of the contract amount will be retained by TCE. •If Client cancels an event with less than 7 days written notice, a cancellation fee of 50% of the contract amount will be retained by TCE. •If Client reschedules an event with less than 3 days written notice, a 10% rescheduling fee will be added to the new contract amount. •A $50 room deposit is required of all single room reservations. A $100 room deposit is required for all multi room reservations. Organizations with recurring reservations can make a one time $200 deposit, known as the Frequent Requestor Deposit, that will be deposited. •TCE may terminate this Agreement upon three (3) days written notice in the event of an uncured breach of this Agreement by Client. Upon the expiration or the termination of this Agreement, Client shall immediately quit and surrender the facilities to TCE •If Client owes TCE monies after the event, all such monies shall be paid to TCE within ten (10) days after TCE presents the final event settlement to the Client. If the full amount due is not paid within those ten (10) days it shall accrue a penalty of 1.5% per month or part thereof. Page 2 of 8 Room Rentals and Conditions •All arrangements must be finalized at least 3 days prior to the event. •All files, videos, documents, and power-point presentations by Client must be received by TCE 3 days prior to event. TCE will load, scan, test and run any item prior to presentation. •Client shall use the facilities only for the use permitted by TCE and for no other purpose. Client shall keep the facilities in good order and repair, and promptly shall notify TCE of any damage thereto caused by the Client, its agents, employees or invitees. Client shall comply with all applicable laws, ordinances and government regulations applicable to the facilities. Client shall not damage or misuse the facilities, and shall not cause or permit any nuisance, unreasonable noise, loitering or disruption of other building users or occupants, or do anything, which would injure the reputation of TCE. •TCE or its designee(s) may, without advance notice and without liability, monitor the Client’s use of the facilities, and the Client shall comply promptly with any reasonable request by TCE to act or refrain from acting in a manner which, in TCE’s discretion, is necessary for TCE’s welfare •Client shall not permit any other entity, individual or organization to use or occupy the facilities without the prior written consent of TCE. TCE shall have the right to place reasonable conditions upon any use to which it consents pursuant to this Section. •Scheduling an event at TCE does not constitute TCE’s endorsement or co-sponsorship of Client’s organization and must not be reflected as such in any of Client's printed material or communications. A copy of Client’s promotional materials must be provided to TCE and approved by TCE in writing prior to its printing. •The room(s) designated for the event carries a minimum and maximum attendance number. If the final guarantee number is lower or higher than these numbers, TCE reserves the right to transfer the event to another room and/or increase or decrease the rental fee to Client based on the established TCE rental policies. A guaranteed attendance count is due 3 business days prior to the event. The guaranteed attendance count cannot be reduced after this confirmation unless other arrangements have been made in writing with the TCE Conference Manager. •All displays, exhibits, decorations, equipment must be checked in, and all musicians must check in, with the TCE Conference Manager at least 2 hours prior to transport and set up on TCE premises. Delivery and pick up times must be coordinated with Center for Healthy Communities Staff. All other specifications set forth in our “Policy and Guidelines for Facilities Use," which Client has received prior to signing this Agreement, will become part of this Agreement. Page 3 of 8 •All displays, exhibits, and decorations must conform to the Oakland City Building Code and Fire ordinances, and should be freestanding without attachment to walls, ceiling, or floor. •There may be additional charges to be determined by TCE according to the special needs of Client in accordance with the volume and size of the event, including but not limited to audio visual equipment, rentals of subcontracted services which may include transportation, technicians, valet parking, or additional labor and security charges. Any additional or specific costs incurred by TCE in the set-up or operation of Client’s event which are not part of the normal operating expense will be charged to Client. •All other charges set forth in the “Schedule of Fees and Services," which Client has received prior to signing this Agreement, will become part of this Agreement. •Any changes to this Agreement must be submitted and agreed in writing by both parties. •TCE will be monitoring the volume (sound level) of Client’s entertainment. If volume is excessive, TCE reserves the right to halt all entertainment. •TCE reserves the right to inform Client or the function host of any of their guests who may be disorderly, obnoxious or out of control before TCE removes said guest(s) from TCE’s premises. •Client accepts the condition of the facilities as is and agrees to return the facilities to TCE in the same condition, as accepted by Client, reasonable wear and tear excepted, and Client hereby waives any claims against TCE for defects in the facilities. Client has examined the facilities and is satisfied with the condition, fitness and order thereof. Commencement of the use of the facilities by Client shall be conclusive that the facilities were in good repair and in satisfactory condition, fitness and order when such use commenced. •Client shall immediately pay TCE for the cost of repairing any damage to the facilities caused by Client, its agents, employees or invitees in connection with the event. Client shall keep the facilities in an orderly condition and cause all refuse and debris to be properly discarded. •TCE shall approve in advance all equipment and materials brought to the facilities by Client. TCE shall further approve in advance the location of such equipment and materials brought to the facilities by Client, and the location of any vehicles used to load and unload such equipment and materials. Client shall remove any equipment and materials brought onto the facilities property. •TCE will have the full right to collect and have custody of all articles and personal property left at the facilities after the expiration of its use. Any property so left will be deemed abandoned by Client and may be disposed of by TCE, as TCE sees fit, without any liability for any loss, damages or costs associated with such disposal, which liability will rest solely Page 4 of 8 with Client. TCE will advise Client of any object having a value of more than five hundred dollars ($500) before disposing of same. •TCE, its officers, directors, employees, agents, concessionaires and its concessionaire’s employees and agents shall at all times have free access to the facilities. Food & Beverage •No food or beverage of any kind may be brought into the facilities by a Client or third party without the prior written permission of TCE, which TCE may withhold in its sole and absolute discretion. In the event TCE permits such food or beverages to be brought into the facilities, Client shall pay such service and/or labor charges as are deemed necessary by TCE, as well as for any damage caused by such food or beverage or related service. •All details of the food and beverage to be served must be made available to TCE in writing at least three (3) days prior to the event. Without limiting the foregoing, such information must include a contact list for the catering company (if any), a detailed list of the food and beverages to be served, and any set up needs required for the food service. TCE reserves the right to prohibit the serving of specific food and beverages at the facilities. •No third party caterer or vendor may provide services at the facilities unless approved in advance by TCE, which TCE may withhold in its sole and absolute discretion. •TCE shall not be responsible to Client, caterers, vendors, invitees, or any of their respective employees, agents, or representatives with respect to any food or beverages brought into the facilities or any related services, and Client agrees to release, indemnify, defend and hold harmless TCE, its employees, agents and representatives from any claims related thereto. Liability •Client, on behalf of itself, its employees, agents and invitees, assumes all risk of theft, loss or damage to property, and, except to the extent caused by the TCE’s gross negligence or willful misconduct, injury to persons in or about facilities from any cause whatsoever. Except for personal injury claims arising from the TCE’s gross negligence or willful misconduct, Client, for itself, its employees, agents and invitees, hereby waives all claims for loss, damage or injury against TCE and its officers, employees, agents and members. •Client shall indemnify, protect, and hold harmless TCE from and against any and all damages, losses, claims, demands, costs and expenses (including, without limitation, attorney’s fees an court costs actually incurred) arising out of or resulting from Client’s use or occupancy of the facilities. Page 5 of 8 •TCE will not carry insurance for the Client’s benefit. The Client shall obtain, at its own expense, and keep in effect a policy or policies of commercial general liability insurance having a combined single limit of at least $1,000,000 and $2,000,000 general aggregate for bodily injuries or death of persons or property damage occurring in or about the facilities, which insurance shall (a) name TCE as an additional insured, (b) specifically cover the liability assumed by the Client under this Agreement, (c) be issued by an insurance company reasonably approved by TCE, (d) be primary and noncontributing with any insurance that may be carried by TCE, and (e) provide that said insurance shall not be canceled or coverage changed unless thirty (30) days’ prior written notice shall have been given to TCE. Prior to its entry into the facilities, the Client shall furnish to TCE a certificate evidencing that the required insurance policies are in full force and effect. In the event that the Client does not provide certification evidence of such insurance, TCE reserves the right to deny the Client entry into the facilities. •Client represents and warrants that it shall not cause or permit any hazardous substances to be brought onto the facilities, or to be disposed of or otherwise released onto or under the real property of the facilities. •To the maximum extent permitted by law, in no event will either party be responsible for any incidental damages, consequential damages, exemplary damages of any kind, lost goodwill, lost profits, lost business and/or any indirect economic damages whatsoever regardless of whether such damages arise from claims based upon contract, negligence, tort (including strict liability or other legal theory), a breach of any warranty or term of this agreement, and regardless of whether a party was advised or had reason to know of the possibility of incurring such damages in advance. •If this Agreement is signed in the name of a corporation, partnership, association, club or society, the person signing represents and warrants to TCE that he/she has full authority to sign this Agreement. •If for any reason beyond control, but not limited to strike, labor dispute, accident, act of war, act of God, fire, flood or other emergency condition, TCE is unable to perform its obligation under this Agreement, such nonperformance is excused and TCE may terminate this Agreement without further liability of any nature, upon return of Client’s deposit. Miscellaneous •This Agreement contains all of the terms agreed to by the parties and shall supercede all prior agreement, written or oral, concerning the subject matter herein. Any changes to these terms must be made in writing and signed by both parties to be effective. •Any notice required or permitted by the terms of the Agreement should be made in writing. Notice must be delivered through one of the following methods in order to be deemed given: Page 6 of 8 1. Overnight Delivery, with a signature signifying receipt 2. Certified Mail, return receipt requested 3. Electronic transmission (facsimile) to the party with a request of fax receipt acknowledgement All notices must be addressed to the person named and to the address below. The notice shall be deemed effective as of the date shown on the receipt signifying delivery of such notice to the party to whom it is addressed. 1111 Broadway, 7th Floor Oakland, CA 94607 Attn: •Should any dispute arise under or based in any manner upon this Agreement, both parties consent to resolution by binding arbitration by one arbitrator, in the county of Alameda, California, in accordance with the rules of the American Arbitration Association (AAA). The judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. In addition, in the event of any dispute, action or arbitration hereunder, the prevailing party shall be entitled to recover its reasonable attorney’s fees. •This Agreement shall be governed by and construed under the laws of the State of California. If any provision of this Agreement is unenforceable under applicable law, the remaining provisions of this Agreement shall continue in full force and effect. •All of the Client’s obligations under this Agreement shall be at Client’s sole cost and expense. •No course of dealing between TCE and the Client or any failure or delay in exercising any rights shall operate as a waiver of any rights. No waiver shall be effective unless in writing and signed by an authorized representative. Any waiver on one occasion shall not operate as a waiver of any subsequent breach or default. Acceptance of any rental fee shall not constitute a wavier by TCE, regardless of TCE’s knowledge of any breach or default of the Client. •In any action to enforce, or arising out of, this Agreement, the prevailing party shall be entitled to be awarded all court costs and reasonable legal fees incurred. •The Client may not assign (directly, by operation of law, or otherwise) this Agreement or any of its rights or obligations under this Agreement without the prior written consent of TCE. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. •In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, a modified provision shall be substituted which carries out as nearly as possible the original Page 7 of 8 intent of the parties, and the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired thereby. •In the event the Client has not terminated its event by the end of the use period, there shall be added rental for each additional hour or portion thereof equivalent to 25% of the rental fee. This extended use rental shall be over and above any and all rental and other money due to TCE under this Agreement. •TCE retains the right to use or permit the use of any portion of the facilities not granted to the Client to any person or entity regardless of the nature of the use of such other space provided it does not interfere with the Client’s use of the facilities. •The Client shall at its own expense obtain all licenses and permits required for the presentation of the event in the facilities. •At the expiration of the use period, the Client shall deliver possession of the facilities back to TCE in its original condition, reasonably clean and free of any debris and personal property or equipment owned or placed in the facilities by the Client or any of its employees, agents, contractors or invitees. •This Agreement does not confer any rights or benefits upon any persons or entities other than TCE and Client and their permitted, respective successors and assigns. There are no third party beneficiaries. •Nothing contained in this Agreement will be deemed to constitute TCE and Client as partners or joint venturers with each other. Each party acknowledges and agrees that it neither has nor will give the appearance or impression of having any legal authority to bind or commit the other party in any way. Client agrees that it will be solely responsible for the payment of all wages, federal, state and local income taxes, as well as all workers' compensation insurance requirements for all personnel it supplies pursuant to this Agreement. •No interruption or malfunction of any utility services, whether such services are provided by TCE or arranged for by Client, shall (a) constitute an eviction or disturbance of Client’s use and possession of the facilities or a breach by TCE of any obligations hereunder, or (b) render TCE liable for damages or (c) entitle Client to be relieved of any obligations hereunder. In the event of any such interruption of service provided by TCE, TCE shall be obligated only to use reasonable diligence to restore such service. •Client agrees to comply with all applicable laws, statutes, ordinances, rules and regulations, including but not limited to rules and procedures of TCE. Page 8 of 8 Acknowledgment By signing below, Client acknowledges that the foregoing conditions have been read and understood and Client agrees to comply with said conditions. Please return an executed copy of this Agreement with the specified deposit. So long as the Agreement and deposit are not returned, TCE reserves the right to cancel the tentative reservation. This signature page may be signed by the parties and sent by electronic transmission (facsimile). *****DEPOSITS PAYABLE BY CHECK ONLY***** Please make checks payable to The California Endowment Client signature: Date: Print name: Phone: (925) 313-6254 Reservation name: Contra Costa Health Services Family, Maternal & Child Health Programs Res.#: 19417 Event name and date: San Francisco Bay Area Regional Homeless Perinatal Conference Tuesday, June 15, 2010 Location 1: OCC Elmhurst Location 2: OCC Lake Merritt Location 3: OCC Laurel Room Location 4: OCC Uptown Location 5: Deposit due by: Received March 16, 2010 – receipt confirmed by Angela Rubio Amount of deposit: $ 100 FOR TCE USE: Accepted by: Date: Comments: Please return signed contract & deposit by . Thank you.