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CITY COUNCIL AGENDA ITEM NO. 6



Meeting Date: June 24, 2008

Subject/Title: Adopt a Resolution approving a Memorandum of Understanding between the City of Brentwood and the Brentwood Senior Citizens Club, Inc. regarding running a wide variety of programs, activities, and services at the Brentwood Senior Activity Center, approving a fee waiver for fiscal year 2007/08 of $24,069.77 and the current MOU fee waiver not to exceed $13,000 and authorizing the City Manager or her designee to execute the Memorandum of Understanding.

Prepared by: Mac Kaiser, Recreation Supervisor/Poldina Scherff, Recreation Manager

Submitted by: Craig Bronzan, Director of Parks and Recreation


RECOMMENDATION
Adopt a Resolution approving a Memorandum of Understanding between the City of Brentwood and the Brentwood Senior Citizens Club, Inc. regarding running a wide variety of programs, activities, and services at the Brentwood Senior Activity Center, approving a fee waiver for fiscal year 2007/08 of $24,069.77 and the current MOU fee waiver not to exceed $13,000 and authorizing the City Manager or her designee to execute the Memorandum of Understanding.

PREVIOUS ACTION
None

BACKGROUND
Since its formation in 1977, the senior activities, programs, services, and the Senior Advisory Board, were the responsibility of Delta Community Services, Inc., a Non-Profit 501 (c) 3. Senior activities, programs and the Board became the responsibility of the recently established City of Brentwood Parks and Recreation Department in October 2000 as a result of a merger between the City and Delta Community Services, Inc.

In January 2001, the assigned Department Recreation Supervisor, working as the Department liaison with the Senior Citizens Advisory Board, began the process of meeting the desire of the Senior Advisory Board to incorporate into a 501 (c) 3.

In March 2002, the Senior Advisory Board formally filed as the Brentwood Senior Citizens Club, Inc., (the “Club”) and received an advance ruling with the State of California and the Internal Revenue Service as a 501 (c) 3 non-profit organization.

In December 2006, the City Manager and Director of Parks and Recreation approached the Brentwood Senior Citizens Club, Inc. with a desire to include the Club in the overall Civic Center project related to a new Senior Center. The City, desiring to include the senior population in the process, provided the Club an option to relocate to a temporary site during the several year construction phase of a new downtown Community Center, or to relocate to another site that the City owned at the Brentwood Family Aquatic Complex to be built as a permanent replacement for the current community center.

In January, 2007, the Club formally supported the proposal by the City of Brentwood to build a new senior center next to the Brentwood Family Aquatic Complex at 193 Griffith Lane for the permanent home of the Club, programs, activities, and services.

With the near completion of the Brentwood Senior Activity Center, the Parties desire to memorialize their relationship in a Memorandum of Understanding (MOU) and to set forth their respective roles and obligations related to the City’s support of the senior programs and services that the Club may run. As outlined in the MOU the City will waive facility fees for programs, activities, and services as they relate to this annual MOU; however, the Brentwood Senior Citizens Club, Inc., will be responsible for payment of application fees, deposits, cleaning fees and staff costs for any additional programs, activities, and services not identified in this MOU. For the term of this MOU the waiver of fees will be in an amount not to exceed $13,000 and the amount of fee waiver for the 2007/08 year is $24,069.77. Staff has confirmed that the waiver adheres to Council Administrative Policies 10-12 (Policy and Procedures for Requests for Use of City Funds).

Staff will return to City Council in December 2008 to renew the Brentwood Senior Citizens Club, Inc., MOU for a term of January 1, 2009 - June 30, 2009. This will then place the yearly MOU to the City of Brentwood fiscal year and that MOU will include the estimated waiver of cost to the City for that MOU.

FISCAL IMPACT
The development of the approved Department budget for fiscal years 2007/08 and 2008/09 anticipated the expenses for senior programs without a revenue reimbursement. Therefore implementation of the MOU will have no impact on the approved budget. The amount of fee waiver for the 2007/08 year is $24,069.77. The fee waiver amount for this MOU period of July 1, 2008-December 31, 2008 is not to exceed $13,000. No additional funding is anticipated.

Attachments:
Resolution
Memorandum of Understanding


RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF BRENTWOOD AND THE BRENTWOOD SENIOR CITIZENS CLUB, INC., REGARDING RUNNING A WIDE VARIETY OF PROGRAMS, ACTIVITIES, AND SERVICES, APPROVING A FEE WAIVER FOR FISCAL YEAR 2007/08 OF $24,069.77 AND THE CURRENT MOU FEE WAIVER NOT TO EXCEED $13,000 AND AUTHORIZING THE CITY MANAGER OR HER DESIGNEE TO EXECUTE THE MEMORANDUM OF UNDERSTANDING


WHEREAS, in October 2000, the recently established City of Brentwood Parks and Recreation Department became responsible for senior activities, programs, services, and the Senior Advisory Board; and

WHEREAS, in January 2001, the assigned Department Recreation Supervisor, working as the Department liaison with the Senior Citizens Advisory Board, began the process of meeting the desire of the Senior Advisory Board to incorporate into a 501 (c) 3; and

WHEREAS, in March 2002, the Senior Advisory Board formally filed as the Brentwood Senior Citizens Club, Inc., (the “Club”) and received an advance ruling with the State of California and the Internal Revenue Service as a 501 (c) 3 non-profit organization; and

WHEREAS, in December 2006, the City Manager and Director of Parks and Recreation approached the Brentwood Senior Citizens Club, Inc. with a desire to include the Club in the overall Civic Center project related to a new Senior Center. The City, desiring to include the senior population in the process, provided the Club an option to relocate to a temporary site during the several year construction phase of a new downtown Community Center, or to relocate to another site that the City owned at the Brentwood Family Aquatic Complex to be built as a permanent replacement for the current community center; and

WHEREAS, in January 2007, the Club formally supported the proposal by the City of Brentwood to build a new senior center next to the Brentwood Family Aquatic Complex at 193 Griffith Lane for the permanent home of the Club, programs, activities, and services; and

WHEREAS, the City desires to continue its support of the Brentwood Senior Citizens Club, Inc. and the various programs, activities, and services available to all seniors in the City of Brentwood; and

WHEREAS, on January 24, 2006, City Council approved Resolution No. 2006-18 amending the Council/Administrative Policy Manual to add a new Policy No. 10-12 related to the Policies and Procedures for Requests for Use of City Funds and repealed Resolution No. 99-99; and
WHEREAS, for fiscal year 2007/08 THE Brentwood Senior Citizens Club has requested a fee waiver in the amount of $24,069.77 and for the term of this MOU a waiver in an amount not to exceed $13,000; and

WHEREAS, staff has confirmed that the fee waivers adhere to Council Administrative Policies 10-12; and

WHEREAS, the Parties further desire to memorialize their relationship in this MOU and to set forth their respective roles and obligations; and

NOW THEREFORE BE IT RESOLVED that the City Council of the City of Brentwood: 1) Approves a Memorandum of Understanding between the City and the Brentwood Senior Citizens Club, Inc., regarding running a wide variety of programs, activities, and services; 2) Approves a fee waiver for fiscal year 2007/08 in the amount of $24,069.77 and a fee waiver as documented in the MOU in an amount not to exceed $13,000; and 3) Authorizes the City Manager or her designee to execute the Memorandum of Understanding, with minor technical revisions approved by the City Manager in consultation with the City Attorney.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at a regular meeting held on 24th day of June, 2008 by the following vote:

MEMORANDUM OF UNDERSTANDING
BETWEEN
THE BRENTWOOD SENIOR CITIZENS CLUB, INC.
AND THE CITY OF BRENTWOOD

This Memorandum of Understanding (“MOU”) is entered this ____ day of _________, 2008 (“Effective Date”), by and between the Brentwood Senior Citizens Club, Inc., a 501(c)3 non-profit in the State of California (“Club”), and the City of Brentwood, a municipal corporation of the State of California (“City”) (collectively, the “Parties”).

RECITALS

A. In 1977 the senior activities, programs, services, and the Senior Advisory Board, was the responsibility of Delta Community Services, Inc., a Non-Profit 501(c) 3, and became the responsibility of the recently established City of Brentwood Parks and Recreation Department in October, 2000.

B. In January, 2001 the assigned Department Recreation Supervisor, working as the Department liaison with the Senior Citizens Advisory Board, began the process of meeting the desire of the Senior Advisory Board to incorporate into a 501(c) 3.

C. In March, 2002, the Senior Advisory Board formally filed as the Brentwood Senior Citizens Club, Inc., and received an advance ruling with the State of California and the Internal Revenue Service as a 501(c) 3 non-profit organization.

D. In December, 2006, City officials approached the Brentwood Senior Citizens Club, Inc. with a desire to include the Club in the Downtown Redevelopment process, which would include the removal of the current Community Center and home of current senior programs, activities, and services. The City, desiring to include the senior population in the redevelopment process, provided the Club an option to relocate to a temporary site during the several year construction phase of the Downtown Redevelopment Plan, or to relocate to another site that the City would build as a permanent replacement for the current community center.

E. In January, 2007, the Club formally accepted the proposal by the City of Brentwood to make a proposed new community center next to the Brentwood Family Aquatic Complex at Balfour Road and Griffith Avenue the permanent home of the Club, programs, activities, and services.

F. With the near completion of the Brentwood Senior Activity Center, the Club has expressed an interest in continuing to run a wide variety of programs and services in the City.

G. The Parties desire to memorialize their relationship in this MOU and to set forth their respective roles and obligations related to the City’s support of the senior programs and services that the Club may run.



NOW, THEREFORE, IT IS HEREBY AGREED by the Parties as follows:

1. Responsibilities of the Club. Along with the terms and conditions of this MOU, the Club agrees to be responsible for and complete those items set forth in the attached Exhibit A, which is incorporated herein by this reference.

2. Responsibilities of the City. Along with the terms and conditions of this MOU, the City agrees to be responsible for and complete those items set forth in the attached Exhibit B, which is incorporated herein by this reference. For the term of this MOU the waiver of fees will be in an amount not to exceed $13,000.

3. Relationship of the Parties. It is understood that this is an MOU by and between independent contractor(s) and is not intended to, and will not be construed to, create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever other than that of independent contractor.

4. Term. This MOU will commence on the Effective Date and, unless terminated earlier pursuant to this Agreement, will terminate December 31, 2008.

5. Indemnity. Except as to the sole negligence or willful misconduct of the Club, City will defend, indemnify and hold the Club, its officers, agents and employees, harmless from any and all loss, damage, claims, demands, liability, expense or cost, including reasonable attorneys’ fees, which arises out of, or is in any way connected with the performance of, the services by City or any of City’s employees, agents or subcontractors, notwithstanding that the Club may have benefited from their services.

Except as to the sole negligence or willful misconduct of City, the Club will defend, indemnify and hold City, its officers, agents and employees, harmless from any and all loss, damage, claims, demands, liability, expense or cost, including reasonable attorneys’ fees, which arises out of, or is in any way connected with the performance of, the services by the Club or any of the Club’s employees, agents or subcontractors, notwithstanding that City may have benefited from their services.

The duty of the Parties to indemnify and save harmless as set forth herein, will include the duty to defend as set forth in Section 2778 of the California Civil Code. This Section 5 will survive the expiration of this MOU.

6. Insurance. Each Party will maintain comprehensive general liability insurance in the amount of one million dollars ($1,000,000) combined single limit to protect the Parties, their officers, employees and agents against claims for bodily injury, and property damage arising from the any Party’s participation in the activities described herein. The form of such insurance will be satisfactory to each Party and may include self-insurance at levels acceptable to all Parties. Each Party’s policy or policies will name the other Party as additional insured. This Section 6 will survive the expiration of this MOU.

7. Non-discrimination. The Parties will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment.

8. Entire Agreement. This MOU and its Exhibits A and B set forth and contain the entire understanding and agreement of the Parties, and all oral or written representations, understandings or agreements are expressly stated in this MOU. No testimony or evidence of any such representations, understandings, or covenants will be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this MOU.

9. Amendments. Changes to the terms and conditions of this MOU will be made only by written amendment signed by the Parties.

10. Notices. All notices with respect to this MOU will be given by first class mail to the parties as follows:

City: City of Brentwood
Attention: Craig Bronzan, Director of Parks & Recreation
730 Third Street
Brentwood, CA 94513

Brentwood Senior Citizens Club, Inc.:

Brentwood Senior Citizens Club, Inc. Attention: Bente Petersen
730 Third Street
Brentwood, CA 94513

Or to such other persons, addresses or telephone numbers as the Parties may designate in writing from time to time.

11. Termination. Either Party may terminate this MOU, by delivery of written notice of election to terminate to the other Party. In the event of termination any unexpended funds will be returned to the Party that has contributed them.

12. Assignment. Neither Party will assign any right or obligation pursuant to this MOU without the written consent of the other Party. Any attempted or purported assignment without the written consent of the other Party will be void and of no effect.

13. Jurisdiction and Venue. Any action at law or in equity brought under this MOU for the purpose of enforcing a right or rights provided for by this MOU will be tried in a court of competent jurisdiction in the County of Contra Costa, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county.

14. Paragraph Headings. Paragraph headings as used herein are for convenience only and will not be deemed to be a part of such paragraphs and will not be construed to change the meaning thereof.

15. Waiver. Waiver by either Party of any default, breach or condition precedent will not be construed as a waiver of any other default, breach or condition precedent or of any other right under this MOU.

16. Severability. If any term, provision, covenant, or condition of this MOU is ruled invalid, void, or unenforceable by a court of competent jurisdiction, this MOU will nonetheless remain in full force and effect as to all remaining terms, provisions, covenants, and conditions.


17. Maintenance of Records. Club will maintain complete and accurate records with respect to costs incurred under this MOU. All records will be clearly identifiable. Club will provide City with an account statement in accordance with non-profit funding no later than the thirty (30) days after termination date set forth in Section 4. The account statement shall include categorized revenues and expenditures and contributions made to local service and non-profit organizations.

18. Post-Evaluation Report. No later than thirty (30) days after the termination date set forth in Section 4 of the MOU, the Club and City shall prepare a written post-evaluation report (“Report”) that evaluates the events of the preceding year.

19. Authority. The individuals executing this MOU represent and warrant that they have the right, power, legal capacity and authority to enter into and to execute this MOU on behalf of the respective legal entities of the Parties.

Brentwood Senior Citizens Club, Inc.:


By: _________________


Printed Name: _______________________


Title: _______________________________



City of Brentwood:


By: _________________
Donna Landeros, City Manager

ATTEST:

By: _________________________________
Margaret Wimberly, City Clerk

APPROVED AS TO FORM:

By: _________________
Damien B. Brower, City Attorney

Exhibit A
Club Responsibilities


1. Administration:

The Club, its Board of Directors and its appointed representatives are solely responsible for administrative record keeping. This responsibility includes, but is not limited to, the development and revision of the following key documents:

 Club Articles of Incorporation: The Club has the sole responsibility for all Club Articles of Incorporation as per State and Federal rules and guidelines.

 Club Bylaws: The Club has the sole responsibility for all bylaws of the Club which includes regular or as needed revisions.

 Club Monthly Financial Statements/Records: The Club has the sole responsibility for all financial monthly reports and records, including the annual filing of Federal and State required documents. Failure to file such documents and maintain 501(c) 3 Non-profit status will result in the termination of this MOU.

 Club Elections/Directors: The Club has sole responsibility for all aspects of the Club Board elections, including selection of the slate of officers, ballot collection, ballot counting, and verification of ballot results as defined in the Club Bylaws.

2. Membership:

The Club is responsible for determining annual membership dues/fees including what, if any rights and/or privileges are associated with Club membership.

3. Excursions:

The Club is responsible for the selection of individual excursion destinations, execution of the various travel agency contracts, along with payment of all fees, charges and insurance as they relate to each of the individual excursion(s).

4. Fundraising:

The Club is primarily responsible for the selection, development, and implementation of all of its fundraising activities. This includes the completion of all administrative requests, forms, permits, and/or payment of various fees/charges required by the City and/or other County and State agencies as necessary.

5. Newsletters/Flyers:

A. The Club is responsible for providing information to the City for the following areas of content for the Bi-monthly Senior Newsletter:
1. The cover guest editor story.
2. Information and details on upcoming Club excursions, activities, and programs.
3. Information and details on Club approved sponsors the Club to be promoted.
4. Any additional information mutually agreed upon by both parties.

B. As it relates to individual Club sponsored programs and activities, the Club is responsible for providing the City with information on various activity/program/events/socials planned. An annual calendar shall be created by the City and approved by each of the parties no later than December 31st of the previous year for the coming calendar year. In any case, the City has no obligation for the production of any promotional materials on behalf of the Club after the established deadlines.

6. Programs/Services:

The Club is responsible for the following programs, activities, and services as noted, subject to annual review and revision between the Parties.

Twice Monthly Luncheon Bingo and Raffle Activities
Senior Excursions
Twice Annual Dinner Dances
Book Banter Program
Drop in Thursday Morning Contract Bridge
Drop in Thursday Afternoon Pinochle
AARP 55 Alive Driving Safety Classes
AARP Income Tax Assistance Program
Duplicate Bridge, Wednesday evenings
Additional senior programs, activities, and/or services may be added during the term of this agreement only upon approval by the Senior Club Board of Directors and the City Manager.

For the items listed above, City agrees to provide use of the Brentwood Senior Activities Center and waive rental fees as described below in the amount of not to exceed $13,000. Except for the items listed above, requests for additional fee waivers will require submission of a City Request for Fee Waiver and/or Fee Reduction/Donation Application by the Club. The Club will be responsible for payment of application fees, deposits, cleaning fees and staff costs as these items are hard costs that cannot be waived.

Should the Club elect not to run one or more of the programs listed above, all supplies and equipment provided by the City, to the Club for the purpose of running the cancelled program(s), shall be returned to the City within 30 days of cancellation of the program(s).

7. Brentwood Senior Activity Center:

This senior facility is first and foremost for the use and enjoyment by seniors with the seniors having first priority on use. Second priority for use of this senior facility will be use by with the City, followed by use by the general public.

The Club is responsible for daily operations at the center which will include opening and closing the facility, providing volunteers and/or staff to conduct and support Club activities, programs, and services.


Exhibit B
City Responsibilities


1. The City, through its Parks and Recreation Department, (“Department”) will retain a backup copy of the following key documents as provided by the Club on site in the Department office:

 Club Articles of Incorporation
 Club Bylaws

Additionally, the Department staff will assist the Club Board of Directors (“Board”) with the preparation and distribution of the following key documents:

A. Club Monthly Meeting Agendas:

Club Monthly Meeting Agendas.

The assigned Department Recreation Supervisor coordinates the upcoming monthly agendas with the Club President no later than seven calendar days prior to the Board meeting, with the Board agenda being posted no later than five (5) calendar days prior to the first Tuesday of the upcoming month.

B. Club Monthly Meeting Minutes:

City staff is responsible for taking the Board minutes and for preparing the minutes for review by the Club President within five (5) working days after the monthly Board meeting. Minutes will be in an action, minute format. Upon completion of the monthly minutes, the assigned City administrative assistant will contact the Club President notifying him/her that the minutes are completed and ready for review. It is then the Club President’s responsibility to review the minutes and return them to the administrative assistant for final corrections/changes within five (5) working days. Failure of the Club President to return corrections/changes within (5) working days will result in the minutes being submitted at staff’s discretion. Upon completion, the minutes will be filed for distribution and approval in the next Senior Club Board Packet.

C. Club Monthly Financial Statements/Records:

City staff is responsible for guidance only in the development and refinement of the financial record system to be used by the Club.

D. Club Elections/Directors:

City staff is only responsible for Club election guidance; however staff will provide direct assistance in the development of the ballot format/form and distribution to the Club membership of a completed ballot packet.

2. Membership:

The Department is responsible for the collection and processing of Club membership annual fees. Membership dues collected by the City will be passed along to the Club in regular payment intervals, as received, throughout the year. Additionally, the City will provide administrative assistance to the Club in the development, publication, and distribution of membership promotional materials

3. Excursions:

The City is primarily responsible for the development of promotional flyers(s), accepting participant registration, direct supervision during the actual excursion and transferring of all excursion registration fees to the Club in regular payment intervals.

4. Fundraising:

The City is responsible for guidance during the selection and timing of events, assistance in the development of promotional flyer(s) and information regarding the fundraising event, and general guidance with the completion of all administrative application(s) permits, and related fees and forms. The City will provide staff support and guidance during the actual event for set up and clean up.

5. Monthly Luncheons:

The City is responsible to provide staff support for the Club’s twice monthly luncheons. In partnership with the CC Café program, the City is responsible for pre-event room set up that includes registration tables, raffle prize table, public address system and appropriate music, table cloths, and pulling out the Club bingo equipment and ticket/supply box.

6. Newsletters/Flyers:

The City is primarily responsible for the publication of the bi-monthly senior newsletter, including layout and format, as well as content with the exceptions listed in Exhibit A to the MOU. The City is also responsible for the publication of specific activity flyers, program flyers, and informational flyers upon receipt of such flyers in a timely manner as mutually agreed upon by both parties, however, the City has no obligation after these receipt deadlines have passed if the flyers have not been submitted to the City.

7. City Programs/Services – The Department is solely responsible for the following recreation programs, activities, and services (except where a partnership is noted) which includes scheduling, promotion, staffing, registration, and evaluation:

Oldies but Goodies Program
Premier’s Exercise (in partnership with Liberty Adult Education)
Senior Bocce Clinics, Leagues, and Tournaments
CC Café (in partnership with Contra Costa County Senior Nutrition Program)
Senior Brown Bag Program (in partnership with Contra Costa Food Bank)

8. Facilities:

The City will be responsible for custodial and maintenance of the Senior Center at no cost to the Club. The City will also provide building set up at the beginning of each day as programmed by the Club. Additional building set up requirements during the course of the day are subject to the availability of City staff.
 
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