Mayor
Donald Williams
Vice Mayor
Irais Lopez-Ortega
Councilmembers
Lisa M. Gift
Scott Cooper
Kevin Eisenberg
AGENDA
City Council
Tuesday, July 30, 2024 - 6:00 PM
1307 Washington St., Calistoga
Hybrid
Below is information on how the public may observe and participate in the meeting. The City recognizes that not all residents have the same ways to stay engaged, so several alternatives are offered.
Please participate in the meeting by observing or listening to the meeting in one of the following ways:
1. Watch on your TV – Napa Valley TV Channel 28 (call your cable provider to ensure you have a City of Calistoga coded cable box)
2. Listen or participate via your phone – dial 1-669-900-6833, enter webinar ID: 838 2398 0716, password: 123201
3. Watch or participate online via Zoom - click this link and enter password: 123201
4. Watch online via YouTube Live at youtube.com/cityofcalistoga COMMENT ON THIS MATTER DURING THE MEETING: Please participate in the meeting by providing public comment on any item on the agenda or any item of municipal concern. To comment during a virtual meeting (Zoom), click the "Raise Your Hand" button to request to speak when Public Comment is being taken on the Agenda item. You will be unmuted when it is your turn to make your comment for up to 3 minutes. After allotted time, you will be re-muted.
WRITTEN COMMENTS: Alternatively, you may provide public comment on any item on the agenda or any item of municipal concern via email. Please submit your comment, limited to 350 words or less, via email to [email protected]. Written public comments submitted by email should clearly indicate the Agenda Item No. or specify “Oral Communications” in the Subject Line for items not on the agenda and are requested to include the submitter’s full name. Comments received by 2:00 p.m. on the day of the meeting will be posted online with the agenda packet and included in the record but will not be read aloud. Comments received after 2:00 p.m. will be made part of the written record but will not be read verbally at the meeting. Note:
The methods of observing or listening to the meeting or providing public comments may be altered or the meeting may be cancelled, if needed, due to certain technical disruptions.
Page
1. CALL TO ORDER/ROLL CALL/PLEDGE OF ALLEGIANCE AND OPTIONAL
PATRIOTIC ACTIVITY
2. REPORT FROM CLOSED SESSIONS
3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS This time is set aside to receive comments from the public regarding matters on the Consent Calendar or matters of municipal concern not on the agenda. Pursuant to Government Code section 54954.3 (the Brown Act), however, the Council cannot consider any issues or take action on any requests during this comment period.
Speakers are encouraged to limit their comments to 3 minutes maximum so that all speakers have an opportunity to address the City Council.
3.1. 7.30.24 Public Comment 5 - 6
4. CITY MANAGER’S REPORT
5. PROCLAMATIONS/PRESENTATIONS/ AWARDS
6. CONSENT CALENDAR
6.1. Adopting the Minutes of July 9, 2024 Regular City Council Meeting Staff Report - Adopting the Minutes of July 9, 2024 Regular City Council Meeting - Pdf
7 - 12
6.2. Consider adopting a Resolution confirming the appointment of Vice Mayor Lopez-Ortega as voting delegate at the League of California Cities Annual Business Meeting to be held on October 16-19 2024.
Staff Report - Designation of a Voting Delegate and alternate for the League of California Cities Annual Business Meeting - Pdf 13 - 19
6.3. Consider adopting a resolution confirming the Mayor's Appointments to the Planning Commission to fill unscheduled vacancies.
Staff Report - Appointments to the Planning Commission. - Pdf 20 - 34
6.4. Consideration of a Resolution that:
1. Conditionally awards a construction contract to T&S Intermodal Maintenance, Inc. for the Aeration Basin Liner Replacement Project (Project) in an amount not to exceed $310,990.57, subject to T&S Intermodal Maintenance, Inc. providing all documents in satisfaction of the award requirements.
2. Approves the Project construction budget in the amount of $373,000 which includes the base proposal and a contingency of approximately 20% for construction administration
(inspection/management) and change orders and authorizes the Public Works Director to negotiate and approve contract change orders up to the approved construction budget amount.
4. Authorizes the City Manager to execute the Project contract on behalf of the City of Calistoga.
5. Directs staff to issue a notice of award to T&S Intermodal Maintenance, Inc. and otherwise administer the Project.
Staff Report - Construction Contract Award to T&S Intermodal Maintenance, Inc. for the Aeration Basin Liner Replacement Project in an Amount Not to Ex - Pdf
35 - 42
6.5. Consider adopting a Resolution awarding Fiscal Year 2024-25 Community Enrichment Grant Program.
Staff Report - Fiscal Year 2024-25 Community Enrichment Grant Program - Pdf
43 - 105
6.6. Consultant Services Agreement: On-Call Planning Services - LACO Recommended Action: Consider Adopting a Resolution
106 - 122
Staff Report - Consultant Services Agreement: On-Call Planning Services - LACO - Pdf
6.7. Consultant Services Agreement: On-Call Planning Services - M-Group Recommended Action: Consider Adopting a Resolution
Staff Report - Consultant Services Agreement: On-Call Planning Services - M-Group - Pdf
123 - 139
6.8. Temporary Police Dispatch Services and use of Calistoga Police Dispatch Center for St. Helena Dispatch Services
Recommended Action: Authorize the City Manager to enter into a Temporary Dispatch Services agreement between the Calistoga Police Department and the St. Helena Police Department.
Staff Report - Temporary Police Dispatch Services Agreement - Pdf 140 - 152
6.9. Consider adoption of a resolution to authorize the City Manager to execute a Purchase Order with Software House International (SHI) for the purchase and implementation of Granicus OpenCities Content Management System (CMS) in an amount not to exceed $53,644.72.
Staff Report - City Website Upgrade - Pdf
153 - 312
7. PUBLIC HEARING
7.1. Consideration of a resolution authorizing the levying and collection of assessments for the Palisades Landscape Maintenance District for Fiscal Year 2024-25.
Recommended Action:
Conduct a public hearing and consider adoption of a resolution approving the assessment amount and authorizing the levying and collection of assessments for Fiscal Year 2024-25.
Staff Report - Consideration of a Resolution Authorizing the Levying and Collection of Assessments for the Palisades Landscape Maintenance District fo - Pdf
313 - 331
7.2. Consideration of a Resolution authorizing the levying and collection of assessments for the Silverado Place Landscape Maintenance District for Fiscal Year 2024-25.
Recommended Action:
Conduct a public hearing and consider adoption of a resolution approving the assessment amount and authorizing the levying and collection of assessments for Fiscal Year 2024-25.
Staff Report - Consideration of a Resolution Authorizing the Levying and Collection of Assessments for the Silverado Place Landscape Maintenance Distr - Pdf
332 - 345
8. GENERAL GOVERNMENT
8.1. Green Committee work plan goals for FY 24/25.
Recommended Action:
Concur with or modify the Green Committee's proposed work plan for FY 24/25.
Staff Report - Green Committee Work Plan - Pdf
346 - 350
8.2. Consider adopting a Resolution to provide a discount of rental fees to the Flynn Creek Circus for use of the great lawn.
Staff Report - Request for a Fee Discount from the Flynn Creek Circus. - Pdf
351 - 353
8.3. Consider adopting a Resolution that authorizes the City Manager to award a construction contract to T&S Intermodal Maintenance, Inc. to construct the Logvy Park Improvement Project.
Staff Report - Construction Contract Award to T&S Intermodal Maintenance, Inc. for the Logvy Park Improvement Project - Pdf 354 - 365
9. COUNCIL REPORTS
10. ADJOURNMENT
NOTICE: If you challenge a city’s zoning, planning, or other decision in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at, or prior to, the public hearing. Judicial review of any City administrative decision may be had only if a petition is filed with the court not later than the 90th day following the date upon which the decision becomes final. Judicial review of environmental determinations may be subject to a shorter time period for Litigation, in certain cases 30 days following the date of final decision.
Pursuant to GC §54957.5: any writings/documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection on the City website at www.ci.calistoga.ca.us.
SUPPLEMENTAL MATERIAL RECEIVED AFTER THE POSTING OF THE AGENDA:
Any supplemental writings or documents distributed to a majority of the City Council regarding any item on this Agenda, after the posting of the Agenda, such writings or documents will be made available on the City’s website and will be available for public review in the City Clerk’s Office located at 1232 Washington Street, Calistoga, California, during normal business hours and by appointment.
AMERICANS WITH DISABILITIES ACT: The City can provide special assistance for persons with disabilities to participate in public meetings. To make a request for disability-related modification or accommodation please contact the City Clerk at [email protected] or (707) 942-2807. If you need assistance or accommodation, please provide notice at least 48 hours prior to the meeting. For TTY/ Speech-to-Speech users, dial 7-1-1 for the California Relay Service, offering free text-to-speech, speech-to-speech, and Spanish language services 24 hours a day, 7 days a week.
ACTA DE AMERICANOS CON DISCAPACIDADES Se les pide por favor que avise con 48 horas de anticipacion cuando necesita hacer un pedido de assistencia. Esto nos da suficiente tiempo antes de la junta para que la ciudad tome medidas razonables.
POSTING: I declare a copy of this agenda was posted at City Hall, 1232 Washington Street, Calistoga, among other locations in the city limits of Calistoga, on July 30, 2024, by 4:30 p.m.
Yudiana Galvan, City Clerk
1 Yudiana Galvan
From: Charlotte Williams
Sent: Thursday, July 25, 2024 3:37 PM
To: Public Comment
Cc: Charlotte Williams
Subject: Commission seats
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.
Dear Calistoga City Council,
Sadly, experience and expertise do not always guarantee satisfactory results.
For example, despite the many years of public service and many more years of professional experience of some members of the Housing Committee, Planning Commission and City Council they produced, approved and submitted to the State a Housing Element that was so flawed with multiple errors our City Attorney needed to correct the document which had been returned to us.
When, after producing such a flawed plan, I hear the argument that we need to have experienced people on our Planning Commission and Housing Committee, I begin to suspect that what is really being demanded is members who won't rock the boat, members who will protect each other. Especially when there has been no public acknowledgement or apology for the flaws and errors in the document from those who produced it. Are these groups serving the community or themselves? There is nothing so urgent or life-threatening being considered on the Planning Commission or Housing Committee that would not have to be approved by staff who have actual legal responsibilities. An added layer of professionals who bear no legal responsibility is unnecessary.
It's good to be a volunteer. And it's good to be humble about being a volunteer while learning "on the job".
And it's even better to engage the whole community as much as possible by allowing a variety of people to serve on these volunteer, non-elected committees.
Shared responsibility and learning about local government are part of what strengthens a community.
When the same people are on these councils, committees, commissions for many many years one begins to think that they are nothing but an exclusive club or power hungry cabal.
Consider the Measure of Indispensability Test:
Take a bucket of any size.
Fill it with water.
Stick your fist into the water.
Remove your fist from the water.
Measure the volume of the hole your fist has left in the water.
There you have your Measure of Indispensability.
Item #3.1.
2 It is interesting how important or necessary a person may seem and yet how smoothly life continues when that person is no longer with us.
This community has many individuals who are capable and some who have the time and willingness to participate in local government. Please give them the opportunity to do so.
Sincerely,
Charlotte Williams
Item #3.1.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City Clerk
Meeting: City Council - Jul 30 2024
Subject: Adopting the Minutes of July 9, 2024 Regular City Council Meeting DESCRIPTION:
Adopting the Minutes of July 9, 2024 Regular City Council Meeting RECOMMENDATION:
Consider Adopting the Minutes
FINANCIAL IMPACT:
None
CEQA STATUS:
None
ATTACHMENT(S):
7.9.24 Minutes
APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Jul 12 2024 Laura Snideman, City Manager Approved - Jul 16 2024
Yudiana Galvan, City Clerk Approved - Jul 17 2024
Item #6.1.
MINUTES
CALISTOGA CITY COUNCIL
REGULAR MEETING
Tuesday, July 9, 2024 - 6:00 PM
1307 Washington Street, Calistoga CA 94515
1. Call to Order/Roll Call/Pledge of Allegiance and Optional Patriotic Activity Mayor Williams called the regular session to order at 6:01 p.m.
Present: Mayor Williams and Councilmembers Eisenberg, Cooper and Gift
Absent: Vice Mayor Lopez-Ortega
2. REPORT FROM CLOSED SESSIONS
Mayor Williams stated there was a closed session on June 12th, there is no reportable action.
3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS Public Comment was made by Tim Wilkes and Lucretia Marcus
4. CITY MANAGER’S REPORT
City manager Snideman reported that our emergency preparedness process worked very well during the Toll Fire. She encouraged everyone to sign up for Everbridge to receive City communications during emergencies. She thanked staff for being so prepared. The Community Center served as an evacuation site which was already operating as a cooling center, no overnight accommodations were needed.
5. PROCLAMATIONS/PRESENTATIONS/ AWARDS - NONE
6. CONSENT CALENDAR
Councilmember Eisenberg made a motion to approve the consent calendar as presented, with the exception of items 6.6 and 6.8., seconded by Councilmember Cooper.
AYES: Mayor Williams and Councilmembers Eisenberg, Cooper and Gift NOES:
ABSTAIN:
ABSENT: Vice Mayor Lopez-Ortega
6.1. APPROVED - Adoption of Meeting Minutes for 1/17/23, 2/7/23, 2/21/23, 3/21/23, 3/27/23, 4/4/23, 4/18/23, 5/2/23, 6/11/24 and 6/12/24.
Item #6.1.
City Council Minutes
July 9, 2024
6.2. Adoption of Resolution No. 2024-43 - Authorizing the Calistoga Police Department to accept a California Cannabis Tax Fund Grant Award in the amount of $77,606.15.
6.3. Adoption of Resolution No. 2024-44 - Accepting a Notice of Completion for the 2024 Slurry Seal Project, Phase II.
6.4. Adoption of Resolution No. 2024-45 - Authorizing staff to submit a match commitment letter to the California Governor’s Office of Emergency Services (CalOES) for the Hazard Mitigation Grant Program, in the amount of $2,188,840 to fund the repair of Calistoga’s Riverside Ponds and Headworks Improvement Project located at the Dunaweal Wastewater Treatment Plant.
6.5. Adoption of Ordinance 770 - Amending regulations concerning ADU development for consistency of such development within the city’s municipal code and with state law, second reading.
6.6. Adoption of Resolution No. 2024-46 - Confirming the Mayor's Appointment to the Housing Advisory Committee to fill an unscheduled vacancy. The Planning Commission appointments were not adopted.
This item was pulled for discussion by Councilmember Gift who stated she was not comfortable with the appointments, they should include someone with experience.
Councilmembers Eisenberg and Cooper concurred. Mayor Williams discussed the reasons for his appointments.
A motion was made by Mayor Williams to adopt the resolution with his current appointments, there was no second.
VIA ROLL CALL - Motion did not carry
AYES: Mayor Williams
NOES: Councilmembers Eisenberg, Cooper and Gift
ABSTAIN:
ABSENT: Vice Mayor Lopez-Ortega
Mayor Williams made a motion to adopt the resolution approving only the Housing Advisory Committee appointment, he will bring back the Planning Commission appointments to a future meeting, seconded by Councilmember Cooper.
Item #6.1.
City Council Minutes
July 9, 2024
VIA ROLL CALL
AYES: Mayor Williams and Councilmembers Eisenberg, Cooper and Gift NOES:
ABSTAIN:
ABSENT: Vice Mayor Lopez-Ortega
6.7. Adoption of Resolution No. 2024-47 - Approving a parking lot Lease Agreement Amendment to an existing 2019 Lease Agreement.
6.8. Adoption of Resolution No. 2024-48 - Approving Fairgrounds Great Lawn Rental Fees.
Deputy City Manager Rachel Stepp presented this item.
This item was pulled for discussion by Mayor Williams. Council asked clarifying questions and discussed.
Mayor Williams made a motion to adopt the resolution, seconded by Councilmember Cooper.
VIA ROLL CALL
AYES: Mayor Williams and Councilmembers Eisenberg, Cooper and Gift NOES:
ABSTAIN:
ABSENT: Vice Mayor Lopez-Ortega
6.9. APPROVED - Authorizing the City Clerk to begin revising the City's Conflict of Interest Code to update and possibly add new positions that may be required to file Annual Statements of Economic Interest.
6.10. APPROVED - Adopting the Presentations, Proclamations and Awards Policy
6.11. Adoption of Resolution No. 2024-49 - Amending the Salary and Benefits Plan - Executive Management.
7. PUBLIC HEARING - NONE
Item #6.1.
City Council Minutes
July 9, 2024
8. GENERAL GOVERNMENT
8.1. APPROVED - Active Transportation Advisory Committee (ATAC) presentation on the suggested goals for FY 24/25.
This item was presented by ATAC member Melinda Mendoza, the Council discussed and approved the plan.
8.2. Roles, Responsibilities, and Rules in the Caltrans Right of Way on Lincoln Avenue This item was presented by Planning and Building Director Greg Desmond, Public Works Director Reyner and Police Chief Celaya.
Public Comment was made by Rick Kaiser, Mary Hastings and Erik Reichert.
Council asked clarifying questions and discussed.
Council directed staff to work on an ordinance amendment making it more lenient around A-Frame signage. The Council also directed staff to approach State Elected Officials and Cal-Trans Directors in Sacramento so the City can pursue gaining more control over the regulations and enforcement of Lincoln Avenue sidewalks.
8.3. Adoption of Resolution No. 2024-50 - Approving the Second Amendment to Employment Agreement between The City of Calistoga and Laura Snideman.
Assistant City Attorney Alan Cohen presented the item. There was no public comment.
Mayor Williams made a motion to approve the resolution, seconded by Councilmember Gift.
VIA ROLL CALL
AYES: Mayor Williams and Councilmembers Eisenberg, Cooper and Gift NOES:
ABSTAIN:
ABSENT: Vice Mayor Lopez-Ortega
9. COUNCIL REPORTS
Councilmember Cooper attended an UpValley Waste Association meeting and learned that they offer 2 free bulk item pick-ups per year per customer and encouraged everyone to take Item #6.1.
City Council Minutes
July 9, 2024
APPROVED:
advantage of that.
Councilmember Gift met with Calistoga Affordable Housing and was advised that the City may not have passed along Measure D funds to them, she requested staff confirm the distribution of the funds. City Clerk advised she followed up with the Director of Calistoga Affordable Housing and he confirmed he was mistaken and stated he confirmed they are not owed any funds.
Councilmember Eisenberg attended a Climate Action Committee Meeting and learned that they will be coaching a few businesses in the valley into obtaining their Green Lodging designation, amongst the Francis House from Calistoga.
10. ADJOURNMENT
Mayor Williams adjourned the meeting, at 7:58 p.m.
Respectfully Submitted
Prepared by: Approved By:
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.1.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City Clerk
Meeting: City Council - Jul 30 2024
Subject: Designation of a Voting Delegate and alternate for the League of California Cities Annual Business Meeting
DESCRIPTION:
Consider adopting a Resolution confirming the appointment of Vice Mayor Lopez-Ortega as a voting delegate and Councilmember Gift as an alternate voting delegate at the League of California Cities Annual Business Meeting to be held on October 16-19 2024.
RECOMMENDATION:
Consider Adopting the Resolution
BACKGROUND/SUMMARY:
Each September/October, the League of California Cities hosts its Annual Conference & Expo. An important part of the Annual Conference is the Annual Business Meeting, held during General Assembly, on the last day of the conference. At this meeting, the League membership considers and takes action on resolutions that establish League policy.
In order to vote at the Annual Business Meeting, the City Council must designate, by Resolution, a voting delegate. The Council may designate up to two alternate voting delegates, one of whom may vote in the event that the primary voting delegate is unable to serve in that capacity. Designated Voting Delegates and Alternates must be registered to attend the Annual Conference.
Vice Mayor Lopez-Ortega and Councilmember Gift are the only Councilmembers able to attend this year's business meeting.
FINANCIAL IMPACT:
Typically, the cost for each delegate to attend the League of California Cities Annual Conference is approximately $1,470 per person ($650 for registration and $820 for travel expenses). Funds for professional development and training are included in the FY 2024-25 Budget.
CEQA STATUS:
This item is exempt.
ATTACHMENT(S):
RESOLUTION LEAGUE VOTING DELEGATES (1)
2024-Voting-Delegate-Information-Packet
Item #6.2.
APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Jul 16 2024 Laura Snideman, City Manager Approved - Jul 16 2024
Yudiana Galvan, City Clerk Approved - Jul 17 2024
Item #6.2.
RESOLUTION NO. 2024-XX
ADOPTED JULY 30, 2024
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF NAPA,
STATE OF CALIFORNIA, APPOINTING VICE MAYOR IRAIS LOPEZ-ORTEGA AS VOTING
DELEGATE AND COUNCILMEMBER KEVIN EISENBERG AS ALTERNATE VOTING DELEGATE TO VOTE AT THE 2024 LEAGUE OF CALIFORNIA CITIES ANNUAL
BUSINESS MEETING
WHEREAS, the League of California Cities will hold its Annual Conference and Expo October 16th-18th, 2024; and
WHEREAS, an important part of the Annual Conference is the Annual Business Meeting, held during General Assembly on the last day of the conference; and WHEREAS, League membership considers and takes action on resolutions that establish League policy during the Annual Business Meeting; and WHEREAS, the League’s procedures dictate that to vote at the Annual Business Meeting, participating cities must designate a voting delegate through City Council action; and WHEREAS, funds for professional development and training are included in the adopted FY 2024-25 Budget under account 01-4110-4402.
NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY appoint Vice Mayor Lopez-Ortega as the voting delegate and Councilmember Gift as an alternate voting delegate for the 2024 Annual Business Meeting.
PASSED, APPROVED AND ADOPTED this 30th day of July 2024. I, YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST: APPROVED:
____________________________ __________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.2.
1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org
DATE: Wednesday, July 10, 2024
TO: Mayors, Council Members, City Clerks, and City Managers RE: DESIGNATION OF VOTING DELEGATES AND ALTERNATES
League of California Cities Annual Conference and Expo, Oct. 16-18, 2024 Long Beach Convention Center
Every year, the League of California Cities convenes a member-driven General Assembly at the Cal Cities Annual Conference and Expo. The General Assembly is an important opportunity where city officials can directly participate in the development of Cal Cities policy.
Taking place on Oct. 18, the General Assembly is comprised of voting delegates appointed by each member city; every city has one voting delegate. Your appointed voting delegate plays an important role during the General Assembly by representing your city and voting on resolutions.
To cast a vote during the General Assembly, your city must designate a voting delegate and up to two alternate voting delegates, one of whom may vote if the designated voting delegate is unable to serve in that capacity. Voting delegates may either be an elected or appointed official.
Action by Council Required. Consistent with Cal Cities bylaws, a city’s voting delegate and up to two alternates must be designated by the city council. Please note that designating the voting delegate and alternates must be done by city council action and cannot be accomplished by individual action of the mayor or city manager alone.
Following council action, please submit your city’s delegates through the online submission portal by Wed., Sept. 25. When completing the Voting Delegate submission form, you will be asked to attest that council action was taken. You will need to be signed in to your My Cal Cities account when submitting the form.
Submitting your voting delegate form by the deadline will allow us time to establish voting delegate/alternate records prior to the conference and provide pre-conference communications with voting delegates.
Conference Registration Required. The voting delegate and alternates must be registered to attend the conference. They need not register for the entire conference; they may register for Friday only. Conference registration is open on the Cal Cities website.
Council Action Advised by September 25, 2024
Item #6.2.
For a city to cast a vote, one voter must be present at the General Assembly and in possession of the voting delegate card and voting tool. Voting delegates and alternates need to pick up their conference badges before signing in and picking up the voting delegate card at the voting delegate desk. This will enable them to receive the special sticker on their name badges that will admit the voting delegate into the voting area during the General Assembly.
Please view Cal Cities’ event and meeting policy in advance of the conference.
Transferring Voting Card to Non-Designated Individuals Not Allowed. The voting delegate card may be transferred freely between the voting delegate and alternates, but only between the voting delegate and alternates. If the voting delegate and alternates find themselves unable to attend the General Assembly, they may not transfer the voting card to another city official.
Seating Protocol during General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.
The voting delegate desk, located in the conference registration area of the Long Beach Convention Center in Long Beach, will be open at the following times: Wednesday, Oct. 16, 8:00 a.m.-6:00 p.m. and Thursday, Oct. 17, 7:30 a.m.-4:00 p.m. On Friday, Oct. 18, the voting delegate desk will be open at the General Assembly, starting at 7:30 a.m., but will be closed during roll calls and voting.
The voting procedures that will be used at the conference are attached to this memo.
Please share these procedures and this memo with your council and especially with the individuals that your council designates as your city’s voting delegate and alternates.
Once again, thank you for submitting your voting delegate and alternates by Wednesday, Sept. 25. If you have questions, please contact Zach Seals at [email protected].
Attachments:
• General Assembly Voting Guidelines
• Information Sheet: Cal Cities Resolutions and the General Assembly Item #6.2.
1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org General Assembly Voting Guidelines
1. One City One Vote. Each member city has a right to cast one vote on matters pertaining to Cal Cities policy.
2. Designating a City Voting Representative. Prior to the Cal Cities Annual Conference and Expo, each city council may designate a voting delegate and up to two alternates; these individuals are identified on the voting delegate form provided to the Cal Cities Credentials Committee.
3. Registering with the Credentials Committee. The voting delegate, or alternates, may pick up the city's voting card at the voting delegate desk in the conference registration area. Voting delegates and alternates must sign in at the voting delegate desk. Here they will receive a special sticker on their name badge and thus be admitted to the voting area at the General Assembly.
4. Signing Initiated Resolution Petitions. Only those individuals who are voting delegates (or alternates), and who have picked up their city’s voting card by providing a signature to the credentials committee at the voting delegate desk, may sign petitions to initiate a resolution.
5. Voting. To cast the city's vote, a city official must have in their possession the city's voting card and voting tool; and be registered with the credentials committee. The voting card may be transferred freely between the voting delegate and alternates but may not be transferred to another city official who is neither a voting delegate nor alternate.
6. Voting Area at General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.
7. Resolving Disputes. In case of dispute, the credentials committee will determine the validity of signatures on petitioned resolutions and the right of a city official to vote at the General Assembly.
Item #6.2.
Sixty days before the
Annual Conference
and Expo, Cal Cities
members may submit
policy proposals on
issues of importance
to cities. The resolution must
have the concurrence of at least
five additional member cities or
individual members.
How it works: Cal Cities
Resolutions and the General Assembly
General Assembly
General Resolutions Policy Committees
Developing League of California Cities policy is a dynamic process that engages a wide range of members to ensure Cal Cities represents cities with one voice. These policies directly guide Cal Cities’ advocacy to promote local decision-making, and lobby against statewide policies that erode local control.
The resolutions process and General Assembly is one way that city officials can directly participate in the development of Cal Cities policy. If a resolution is approved at the General Assembly, it becomes official Cal Cities policy. Here’s how resolutions and the General Assembly work.
The petitioned
resolution is an
alternate method
to introduce policy
proposals during
the annual conference. The
petition must be signed by
voting delegates from 10% of
member cities, and submitted to
the Cal Cities President at least
24 hours before the beginning
of the General Assembly.
Petitioned Resolutions
The Cal Cities
President assigns
general resolutions
to policy committees
where members
review, debate, and recommend
positions for each policy proposal.
Recommendations are forwarded
to the Resolutions Committee.
Who’s who
The Resolutions Committee
includes representatives
from each Cal Cities
diversity caucus, regional
division, municipal
department, and policy
committee, as well as
individuals appointed by
the Cal Cities president.
Voting delegates
are appointed by each
member city; every city
has one voting delegate.
The General Assembly is a
meeting of the collective
body of all voting
delegates —one from
every member city.
Seven policy committees
meet throughout the year
to review and recommend
positions to take on bills
and regulatory proposals.
Policy committees include
members from each Cal
Cities diversity caucus,
regional division, and
municipal department,
as well as individuals
appointed by the Cal
Cities president.
During the General Assembly, voting delegates
debate and consider general and petitioned
resolutions forwarded by the Resolutions
Committee. Potential Cal Cities bylaws
amendments are also considered at this meeting.
Cal Cities policy
development is a memberinformed process,
grounded in the voices and
experiences of city officials
throughout the state.
For more information visit www.calcities.org/general-assembly Prior to the Annual Conference and Expo
Resolutions Committee
The Resolutions
Committee considers
all resolutions. General
Resolutions approved1 by
either a policy committee
or the Resolutions Committee are next
considered by the General Assembly.
General resolutions not approved, or
referred for further study by both a
policy committee and the Resolutions
Committee do not go to the General
Assembly. All Petitioned Resolutions
are considered by the General
Assembly, unless disqualified.2
During the Annual Conference and Expo
1 The Resolution Committee can amend a general resolution prior to sending it to the General Assembly. 2 Petitioned Resolutions may be disqualified by the Resolutions Committee according to Cal Cities Bylaws Article VI. Sec. 5(f).
Item #6.2.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City Clerk
Meeting: City Council - Jul 30 2024
Subject: Appointments to the Planning Commission.
DESCRIPTION:
Consider adopting a resolution confirming the Mayor's Appointments to the Planning Commission to fill unscheduled vacancies.
RECOMMENDATION:
Consider Adopting the Resolution
BACKGROUND/SUMMARY:
Under Government Code § 40605 the Mayor, with the approval of the City Council, shall make all appointments to boards, commissions, and committees.
The following appointments are to fill unscheduled vacancies to the Planning Commission.
The recommended resolution appoints Steven Pinksy to the Planning Commission for the term ending on 12/31/25.
The recommended resolution appoints Richard Kaiser to the Planning Commission for the term ending 12/31/24.
FINANCIAL IMPACT:
No Impact
CEQA STATUS:
None
ATTACHMENT(S):
7.30.24 Resolution Planning Commission Appointments
Gerald Turgeon - Planning_Redacted
Charles Davis Planning_Redacted
Lucretia Marcus Planning_Redacted
Richard Kaiser Planning_Redacted
Steven Pinksy Planning_Redacted
Item #6.3.
APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Jul 17 2024 Laura Snideman, City Manager Approved - Jul 22 2024
Yudiana Galvan, City Clerk Approved - Jul 22 2024
Item #6.3.
RESOLUTION NO. 2024-XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF NAPA, STATE OF CALIFORNIA, CONFIRMING THE MAYOR’S APPOINTMENT TO THE
UNSCHEDULED VACANCY IN THE PLANNING COMMISSION
WHEREAS, California Government Code Section 65300 states that the Mayor, with the approval of the City Council, shall make all appointments to boards, commissions, and committees; and
WHEREAS, the State of California has adopted the “Maddy Appointive List Act”, which requires the preparation of a list of all regular and ongoing commissions and committees appointed by the local legislative body. The Act also requires public notice to be given anytime a vacancy occurs on any of these ongoing bodies; and WHEREAS, the City Council wishes to utilize the largely untapped reservoir of talent that exists among the citizenry that all too frequently is not aware of the opportunities for participation on local regulatory and advisory boards and commissions; and
NOW, THEREFORE, BE IT FURTHER RESOLVED, that the City Council of the City of Calistoga hereby confirms the Mayor’s appointment of the following individuals to the unscheduled vacancies in the Planning Commission:
Steven Pinsky for a term ending on 12/31/25.
Richard Kaiser for a term ending on 12/31/24.
PASSED, APPROVED AND ADOPTED this 30th day of July 2024. I, YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
__________________________ __________________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.3.
CITYofCALISTOG
A
BOARDS AND COMMISSIONS APPLICATION
Otizens we encouraged to serve on the various City commissions. Applications will be reviewed and interviews may be scheduled with the City Council, Commission appointments are made at a regular meeting ofthe City Council. Please print or type clealy,
Application for:
City Active Transportation Advisory Committee
City Green Committee
0in Housing Advisory Committee
1/ Qty Planning Commission
Nam Turgeon, Gerald
Napa County Active Transportation
Advisory Committee
Napa County Mosquito Abatement Board
Napa County Library Commission
Other Commission
Last ?rst M.li
remnaHome Business Facsimile
E—mailAddress:_
PhysicalAddressofResidence:— Callstoga
MalinaAddressi-, Calistoga, CA 94515
Business Address' "/2
Occupation: retired
Areyou a resident of the City of Calistoga? Yes No |:I Years of residency: 8 if not, do you residewithin iheCalistoga Joint Uni?ed School District? Veslj No I] Education and/or related background: See #1 attached)
Licenses or special certi?cates held‘
none
Item #6.3.
City of Callstoga Boards &Commissions Application
Organizations to which you belong (professional. technical, community. services):
See #2 attached)
State speci?cally why you wish to serve.why you believe you are quali?ed for the position, and what you might contribute to the group:
See #3 attached)
(Use additional paper. if necessary)
*
References Gncludename and daytime phone number: (1) see attached see attached" (2)
List any other committees/commissions on which you have or currently serve. and the year(s) of service:
See #4 attached)
i am willing to share my personal email address and phone number with the public during my appointment on a Commission, Committee or Board? Yes No y W
Upon appointment, designated members willbe required to ?le an Assuming Of?ce Statement of Economic Interests (Form 700) within30 days of being sworn in Covered of?cials will be required to take two hours of AB 1234 Ethics Training every two years. This application willbecome a public record and willbe available for public inspection or duplication upon request. _,
l have read. understand.and willabide by this statement (please initial) l have suf?cient time to devote to this responsibility and plan to attend the required meetings if I am appointed to ?ll a vacancy and l acknowledge that l have read and understand the disclosure and regulatory requirements,
éé?éég Eur/355W 747/0174
Sig re oi Applicant Date
Completed application should be returned to:
City of Calistoga
City Clerk
1232 Washington Street
Caiistoga, CA 94515
For questions. please call the City Clerk at (707) 942-2807 Item #6.3.
GeraldTurgeon
Addendum:
Planning Commission Application, 07/01/2024
#1) Saratoga High School, West Valley College. UCD,Plant Sciences, Viticulture,
#2) Native Sons of the Golden West, Boy Scout. Past President Sierra Club, (Guadalupe Group, Loma Prieta Chapter 1981-1983).
Rotary Club of Santa Cruz (1989—2016)Past President Rotary Club of Calistoga (2021-2022) ¤t member, Community Gardens BOD(2021-current),
#3) I hold a deep & sincere appreciation for Calistoga. I want to see its unique small town nature preserved. I have a background that includes farming, wine & beer production. food service, & hospitality. I am patient, a good listener, and understand the importance of negotiation and compromise. I recently built an ADU on my Harley St. property. obtaining permits as
owner/builder& working directly on all aspects of design, planning, & construction. I want to see Calistoga flourish. *reference 1) Norm Manzer,_
*reference 2) Frank Fradella,
-
#4) I have previously served on two advisory boards to the City of Santa Cruz: The San Lorenzo River Restoration Committee (1989—1998).and the Police Advisory Committee (1995—1999).I also worked with the Green Committee here in Calistoga recently drafting the Foodwares Ordinance.
1’.0 box- Calistoga CA 9+5 I 5 _
Item #6.3.
CITquCALISTOGA
BOARDS AND COMMISSIONS APPLICATION
Citizens are encouraged to serve on the various City commissions. Applications will be reviewed and interviews may be scheduled with the City Council. Commission appointments are made at a regular meeting of the City Council. Please print or type clearly.
Application for:
Napa County Active Transportation City Active Transportation AdVIsory Committee Advisory Committee City Green Committee Napa County Mosquito Abatement Board CWHousing AdVISOWCommittee Napa County Library Commission City Planning Commission
Other Commission
Name: D?/lj Cél¢y€§
Last First M.L
Telephone: gbs AQ/I5
ome Business Facsimile
E—maiAddress: w—
Physical Address of Residence:
MailingAddress: CaIr a CL 9‘45 I3’
Business Address'?‘ I - C/?/?j @?
Occupation: 5e LPgvvvfgloi (J
Are you a resident of the City of Calistoga? Yes E No [3 Years of residency: <94/ It not, do you reside within the Calistoga Joint Uni?ed School District? Yes [I No C] Education and/or related background: (3S QIejcggin {15435Ing' égs?qegs oumer m (a US$944, 5/ JL/ms
Licenses or special certi?cates held:
W
Item #6.3.
“ . , N
City of Calistoga Boards & Commissions Application
Organizations to which you belong (professional, technical, community, services):
AIM/ac?
State specifically why you wish to serve, why you believe you are qualified for the position, and what you might contribute to the group:
my[Qua/2g:1“! xmig?lam/Tf {Jew
?ggngmtgs gm £25431 (13*ng ? ?LCommgzugx
(Use additional paper, if necessary)
References (include name and daytime phone number: (1)mm— (mm
List any other committees/commissions on which you have or currently serve, and the year(s) of service:
9/
I am willing to share my personal email address and phone number with the public during my appointment on a Commission, Committee or Board? Yes X No Upon appointment. designated members will be required to file an Assuming Office Statement of Economic Interests (Form 700) within 30 days of being sworn in. Covered officials will be required to take two hours of AB 1234 Ethics Training every two years. This application will become a public record and willbe available for public inspection or duplication upon request.
I have read, understand.and willabide by this statement (please initial) Z to devote to this responsibility and plan to attend the required meetings if I am appointed and I acknowledge that I have read and understand the disclosure and regulatory I have sufficient ti
to fill a vacan
requirement .
_ 2&2
Ignature of Applicant Date
Completed application should be returned to:
City of Calistoga
City Clerk
1232 Washington Street
Calistcga, CA 94515
For questions, please call the City Clerk at (707) 942-2807 Item #6.3.
CITYofCALISTO
GA
BOARDS AND COMMISSIONS APPLICATION
Citizens are encouraged to serve on the various City commissions. Appiications wiii be reviewed and interviews may be scheduled with the City Council Commission appointments are made at a regular meeting of the City Counciiv Please print or type clearly.
Application for:
CityActive Transportation Advisory Committee Napa County Active Transportation Advisory Committee
City Green Committee
. Napa County Mosquito Abatement Board
City HOUSIHQAdVISOWCommittee Napa County Library Commission \/ City Planning Commission
Other Commission
Name: MAKQJJ Zua/E’ezznt A
Last First Mi
Telephone: U 4
H me Business Facsimile
Email Address: h—dl-_____
Physical Address ofResidence“—
Mailing Address' ?< ?Qu/
Business Address: A) 4
Occupation: @é’fn/
Are you a resident of the City of Calistoga? Yes W No [:1 Years of residency: 57 if not, do you reside within the Calistoga Joint Uni?ed School District? Yes [2/ No D Education and/or related background: :3(T; 25k [Lia/>47;IOWAP/Vi 17/857OFF!" ? 'T ‘SEi/EZDJL ?ax? %
Licenses or special certi?cates held:
?;é Myn? W1» jen?éofz, :7?f/
éfi’xf’KZ/7W/
Item #6.3.
City of Calistoga Boards & Commissions Application
Organizations to which you belong (professional, technical, community, services):
State speci?cally why you wish to serve, why you believe you are quali?ed for the position, and what you might contribute to the group:
Q/Iir'Hd/é. 1101M A fwd/?ux Low”v/ZLVEWJ
W GALA)Abe/ZWM/?igo—,.
.— .
I
L
MéLm/wwaja/ WW ?og/(WM _
. 522020
References (include name and daytime phone number: (1)
(2)
WW
List any other committees/commissnons on which you have or currently serve, and the year(s) of serVice:
AJL/UCl?/M’m
I am willingto share my personal email address and phone nu er with the public during my appointment on a Commission, Committee or Board? Yes No Upon appointment, designated members will be required to ?le an Assuming Of?ce Statement of Economic Interests (Form 700) within 30 days of being sworn in. Covered of?cials willbe required to take two hours of AB 1234 Ethics Training every two years. This application will become a public record and will be available for public inspection or duplication upon request
I have read, understand, and will abide by this statement (please initial) ; k l have suf?cient time to devote to this responsibility and plan to attend the required meetings if I am appointed to fill a vacancy and I acknowledge that l have read and understand the disclosure and regulatory requirements.
4.2,. WW »
I , ’1
lg ature of Applicant Date
Completed application should be returned to:
City of Calistoga
City Clerk
1232 Washington Street
Calistoga. CA 94515
For questions, please call the City Clerk at (707) 942-2807 Item #6.3.
RECEIVED
MAY0 9 2024
City of Calistoga
cn-YochLISTOGA
BOARDS AND COMMISSIONS APPLICATION
Citizens are encouraged to serve on the various City commissmns. Applications will be reviewed and interviews may be scheduled with the City Council. Commission appointments are made at a regular meeting of the City Council. Please print or type clearly.
Application for:
City Active Transportation Advisory Committee Napa County Active Transportation Advisory Committee
City Green Committee Napa County Mosquito Abatement Board City Housing AdViSOTYCommittee Napa County Library Commission 01 PI ‘ C
' ’ V 'y anning ommlssron
OtherCommission
: Kaiser, Richard P
Name
Last First MI
Telephone: —Home Business Facsimile
E mail Address
Physical Address
”
of Residence: toQ , CA 94515
MailingAddress—1C3" 94515
Business Address:—’ Calistoga, CA 94515
CPA and Winemaker Occu pation:
Are you a resident ofthe City of Calistoga? Yes IE No D Years of residency: 9 years Ifnot, do you reside within the Calistoga Joint Uni?ed School District? Yes [:I No I:I BS in Accounting & Marketing — Syracuse University Education and/or related background:
Certified Public Accountant
Licenses or special certificates held:
CPA
Item #6.3.
City of Calistoga Boards & Commissions Application
s fo th
Organizations to which you belong (professional, technical, community, services):
Trea urer r be
Calistoga Winegrowers and Calistoga Chamber of Commerce, Chairman of School Bond Review Committee.Rotary State speci?cally why you wish to serve, why you believe you are qualified for the position, and what you might contribute to the group:
I am a past Planning Commissioner and would like to continue in the role.
During my previous term, we completed the Housing Element. The implementation needs to be monitored to insure that the requirements are met, Further work needs to be done to fillin the current housing void. (Use additional paper, if necessary)
(1) Vincent Arroyo
(2) Tim Wilkes
References (include name and daytime phone number:
List any other committees/commissions on which you have or currently serve, and the year(s) of service:
Planning Committee (2022 &2023)
I am willingto share my personal email address and phone number with the public during my appointment on a Commission, Committee or Board? Yes V No W
Upon appointment, designated members will be required to ?le an Assuming Office Statement of Economic Interests (Form 700) within 30 days of being sworn in. Covered officials willbe required to take two hours of AB 1234 Ethics Training every two years. This application will become a public record and will be available for public inspection or duplication upon request.
I have read, understand, and will abide by this statement (please initial) (Q l have sufficient time to devote to this responsibility and plan to attend the required meetings if I am appointed to ?ll a vacancy and l acknowledge that l have read and understand the disclosure and regulatory requirements. {/1/
1.. .4
ature of Applicant Date
Completed application should be returned to:
City of Calistoga
City Clerk
1232 Washington Street
Calistoga, CA 94515
For questions. please call the City Clerk at (707) 942-2807 Item #6.3.
CITquCALISTOGA
BOARDS AND COMMISSIONS APPLICATION
Citizens are encouraged to serve on the various City commissions. Applications will be reviewed and interviews may be scheduled with the City Council. Commission appointments are made at a regular meeting of the City Council. Please print or type clearly.
Application lor:
City ActiveTransportation Advisory Committee Napa County Active Transportation Advisory Committee
City Green Committee Napa County Mosquito Abatement Board City Housing Advisory Committee Napa County Library Commission C' Pl ‘ C
' ' V W annmg ommlssron
OtherCommission
‘ Pinsky, Steven Name
Last First M.L
Telephone: —
Home Business Facsimile
E-man Address: —
Physical Address ofResidence.- Callstoga, CA 94515
Mailing Address:
Business Address:
Occupation: reured
Are you a resident of the City of Calistoga? Yes E] No El Years of residency:
10 pt 4 ft
if not, do you reside within the Calistoga Joint Uni?ed School District? Yes E] No [J Education and/or related background: BAplus advanced studies San FranCIsco State 1969 45 years business owner and manager employing over 100 workers.
Licenses or special certi?cates heldItem #6.3.
City of Calistoge Boards & Commissions Application
Organizations to which you belong (professional, technical, community, services):
member Calistoga Housing Advisory Committee, Trustee Pilchuck Glass School, VP Public Glass board of directors State speci?cally why you wish to sen/e, why you believe you are quali?ed for the position, and what you might contribute to the group:
see attached
(Use additional paper, ifnecessary)
hris Johansen
References (include name and daytime phone number: (1)
C
(2, Gem Gamage_
List any other committees/commissions on which you have or currently serve, and the year(s) of service:
Calistoga Housing Advisory Committee 18 months
i am willingto share my personal email address and phone number with the public during my appointment on a Commission, Committee or Board? Yes If No Upon appointment, designated members will be required to ?le an Assuming Of?ce Statement of Economic Interests (Form 700) within 30 days of being sworn in Covered of?cials willbe required to take two hours of AB 1234 Ethics Training every two years This application will become a public record and will be available for public inspection or duplication upon request.
I have read, understand, and willabide by this statement (please initial \ l have suf?cient time to devote to this responsibility and plan to attend the required meetings if I am appointed to ?lla vacancy and I“*erer that l have read and understand the disclosure and regulatory W/‘z/ug
Signature of Applicant Date
Completed application should be returned to:
City of Calistoga
City Clerk
1232 Washington Street
Calistoga. CA 94515
For questions, please call the City Clerk at (707) 942-2807 Item #6.3.
Steven Pinsky Planning Commission application addendum page 1 of 1
I am applying to fillthe next vacancy on the Calistoga Planning Commission. I am passionate about keeping Calistoga and its small town character while providing opportunities for managed growth that supports development of housing opportunities for our local workforce that currently cannot afford to live here due to the lack of qualifying housing stock.
In addition to my 50 plus years as a business owner and manager with over 100 employees I am a seasoned real estate investor and developer of commercial properties. I have served on the Calistoga Housing Advisory Committee for the past 18 plus months. As a member of that committee I helped with the creation of the newly adopted Housing Element portion of the city’s General Plan. I am also familiar with the priorities that the City Council recently adopted which includes the implementation of the Housing Element.
Item #6.3.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Jul 30 2024
Subject: Construction Contract Award to T&S Intermodal Maintenance, Inc. for the Aeration Basin Liner Replacement Project in an Amount Not to Exceed $310,990.57
DESCRIPTION:
Consideration of a Resolution that:
1. Conditionally awards a construction contract to T&S Intermodal Maintenance, Inc. for the Aeration Basin Liner Replacement Project (Project) in an amount not to exceed $310,990.57, subject to T&S Intermodal Maintenance, Inc. providing all documents in satisfaction of the award requirements.
2. Approves the Project construction budget in the amount of $373,000 which includes the base proposal and a contingency of approximately 20% for construction administration (inspection/management) and change orders and authorizes the Public Works Director to negotiate and approve contract change orders up to the approved construction budget amount.
3. Authorizes the City Manager to execute the Project contract on behalf of the City of Calistoga.
4. Directs staff to issue a notice of award to T&S Intermodal Maintenance, Inc. and otherwise administer the Project.
RECOMMENDATION:
Consider Adopting the Resolution
BACKGROUND/SUMMARY:
The aeration basin liner that holds sewer influent during the activated sludge aeration process for the wastewater treatment plant (WWTP) has passed its useful life. The liner was installed as part of a WWTP upgrade in 2003 and is over 20 years old. For the past few years, staff have hired repair contractors to patch significant portions of the failed liner. The patches are beginning to fail, and the liner is significantly deteriorating to a point that it is beyond repair and needs to be replaced, before it completely fails.
In the Summer of 2023, the City Council approved the Emergency Equilization Pond Liner Replacement Project due to the failure of that liner. The equalization pond liner and the aeration basin liner and 20-million-gallon (mg) pond liners were all installed as part of the same project in 2003. The 20mg liner is in the plans to be replaced next summer in 2025, as it is also needing replacement but not in as bad of shape as the EQ and AB liners were.
Item #6.4.
The contract award is for T&S Intermodal Maintenance, Inc., to provide construction services to purchase and install the improvements. T&S Intermodal Maintenance, Inc. services were competitively bid through the Gordian/Sourcewell ezIQC®, process. The ezIQC® process streamlines procurement by taking advantage of the “already competitively bid” processes that meet California public contracting requirements.
The scope of work includes cleaning the basin, replacing the liner, and replacing the perimeter concrete and fencing. The replacement liner will be a thicker HDPE liner than the original and estimated to have a lifespan of 25-45 years.
Staff has reviewed the bid from T&S Intermodal Maintenance, Inc. and recommends that the City Council award the contract to T&S Intermodal Maintenance, Inc. If a new liner is not installed at the aeration basins this year, there is a good probability that this Project will become an emergency repair project.
FINANCIAL IMPACT:
The FY 2024/25 Budget includes funding in Account No. 13-5674-4915 which has $500,000 in appropriations for the Project. The total project cost of $373,000 is well within the budgeted amount.
CEQA STATUS:
The project involves the replacement and reconstruction of existing wastewater treatment infrastructure. The facility will be located on the same site and will have the same purpose and capacity as the original infrastructure with no expansion in capacity. As such the project is exempt from the provisions of the California Environmental Quality Act pursuant to Title 14, the California Code of Regulations, Section 15302(c).
ATTACHMENT(S):
1. Draft Resolution
2. Contract for Construction
Item #6.4.
RESOLUTION NO. 2024-XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY
OF NAPA, STATE OF CALIFORNIA, CONDITIONALLY AWARDING A
CONSTRUCTION CONTRACT TO T&S INTERMODAL MAINTENANCE, INC. AND
AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT IN AN AMOUNT NOT TO EXCEED $310,990.57 FOR THE AERATION BASIN LINER
REPLACEMENT PROJECT
WHEREAS, the aeration basin liner that holds sewer influent during the activated sludge aeration process for the wastewater treatment plant (WWTP) has passed its useful life. The liner was installed as part of a WWTP upgrade in 2003 and is over 20 years old. For the past few years, staff have hired repair contractors to patch significant portions of the failed liner. The patches are beginning to fail, and the liner has deteriorated significantly to a point that it is beyond repair and needs to be replaced, before it completely fails; and
WHEREAS, in the Summer of 2023, the City Council approved the Emergency Equilization Pond Liner Replacement Project due to the failure of that liner. The equalization pond liner and the aeration basin liner and 20-million-gallon pond liners were all installed as part of the same project in 2003; and WHEREAS, if a new liner is not installed at the aeration basins this year, there is a good probability that this Project will become an emergency repair project.; and WHEREAS, the contract award is for T&S Intermodal Maintenance, Inc., to provide construction services to purchase and install the improvements. T&S Intermodal Maintenance, Inc. services were competitively bid through the Gordian/Sourcewell ezIQC®, process. The ezIQC® process streamlines procurement by taking advantage of the “already competitively bid” processes that meet California public contracting requirements; and
WHEREAS, the scope of work includes cleaning the basin, replacing the liner, and replacing the perimeter concrete and fencing. The replacement liner will be a thicker HDPE liner than the original and estimated to have a lifespan of 25-45 years; and
WHEREAS, staff has reviewed the bid from T&S Intermodal Maintenance, Inc. and recommends that the City Council award the contract to T&S Intermodal Maintenance, Inc.; and
WHEREAS, staff recommends the City Council approve a total construction budget in an amount not to exceed $373,000. That includes contract award amount of $310,990.57 plus a contingency of approximately 20% for construction administration ATTACHMENT 1
Item #6.4.
Resolution No. 2024-XXX
(inspection/management) and change orders and authorizes the Public Works Director to negotiate and approve contract change orders up to the approved construction budget amount; and
WHEREAS, the FY 2024/25 Budget includes funding in Account No. 13-5674- 4915 which has $500,000 in appropriations for the Project. The total project cost of $373,000 is well within this budget amount; and
WHEREAS, the project involves the replacement and reconstruction of existing wastewater treatment infrastructure. The facility will be located on the same site and will have the same purpose and capacity as the original infrastructure with no expansion in capacity. As such, the project is exempt from the provisions of the California Environmental Quality Act pursuant to Title 14, the California Code of Regulations, Section 15302(c).
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY find the following:
1. Approves Construction Documents.
2. Approves a total construction budget in the amount not to exceed $373,000.
That includes contract award amount of $310,990.57 plus a contingency of approximately 20% for construction administration (inspection/management) and change orders and authorizes the Public Works Director to negotiate and approve contract change orders up to the approved construction budget amount.
3. Authorizes expenditures from Account No. 13-5674-4915 in the amount of $373,000.
4. Awards the emergency construction contract to T&S Intermodal Maintenance, Inc. in the amount of $310,990.57 for construction of the Aeration Basin Liner Replacement Project conditioned upon T&S Intermodal Maintenance, Inc. providing all documents in satisfaction of the award requirements.
5. Authorizes the City Manager to execute the Contract on behalf of the City of Calistoga.
6. Directs staff to issue a Notice of Award to T&S Intermodal Maintenance, Inc. and otherwise administer the Project.
Item #6.4.
Resolution No. 2024-XXX
PASSED, APPROVED AND ADOPTED this 30th day of July, 2024. I, YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST: APPROVED:
______________________________ ______________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.4.
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Stockton, CA
Three hundred ten thousand nine hundred ninety & 57/100 310,990.57
30th July
ATTACHMENT 2 Item #6.4.
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Item #6.4.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City Clerk
Meeting: City Council - Jul 30 2024
Subject: Fiscal Year 2024-25 Community Enrichment Grant Program DESCRIPTION:
Consider adopting a Resolution awarding Fiscal Year 2024-25 Community Enrichment Grant Program.
RECOMMENDATION:
Consider Adopting the Resolution
BACKGROUND/SUMMARY:
In 2002, the City Council established the Community Enrichment Grant Program (Enrichment Grants) as a means to directly provide funding to non-profit activities which provide benefit to the community.
Following the same practice as past years, staff advertised the opportunity on the City's website and in the newspaper on June 21, 2024. The deadline for applications was July 8, 2024. In the FY 2024- 25 Budget, it was adopted that $30,372.00 be made available for awarding Community Enrichment Grants.
Funding Objectives
Each funding request will be measured against objectives as to whether or not the activity or program accomplishes the following:
1. Provide services to the elderly community.
2. Provide services to youth in the community.
3. Enhance the appearance of the community.
4. Expand services to members of the entire community.
5. Provide local environmental enhancements.
Subcommittee
On January 17, 2023, the City Council adopted Resolution 2023-005 appointing Vice Mayor LopezOrtega and Councilmember Cooper to the subcommittee to review the applications and make funding recommendations to the entire City Council.
The subcommittee met to evaluate the CEG requests against the objectives outlined in Resolution No. 2023-023. The subcommittee recognized the value of each of the requests and was confronted with funding requests beyond the available budget.
Item #6.5.
The subcommittee is recommending that the original budgeted amount of $30, 372.00 should remain. Accordingly, the subcommittee recommends the following for funding:
Applicant Award
Amount
Brannan Center a CA non-profit for the Green Church Rehab $10,000 Hearts and Hands for Playground Improvement $4,000
Rancho De Calistoga Garden Club for the Community Garden $1,500 Rianda House for the Calistoga Senior Enrichment Program $2,250 UpValley Family Center for Youth and Senior Enrichment Programs $10,000 Calistoga Art Center for Community Enrichment Workshops $2,500 Total $30,250
FINANCIAL IMPACT:
In the FY 2024-25 Budget, it was adopted that $30,372.00 be made available for awarding Community Enrichment Grants from Account # 01-4107-4573.
CEQA STATUS:
This item is exempt.
ATTACHMENT(S):
2024-XXX Awarding Community Enrichment Grants FY 24-25
7.30.24 Community Enrichment Grant Applications - Redacted APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Jul 22 2024 Laura Snideman, City Manager Approved - Jul 22 2024
Yudiana Galvan, City Clerk Approved - Jul 23 2024
Item #6.5.
RESOLUTION NO. 2024-XXX
ADOPTED JULY 30, 2024
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF
NAPA, STATE OF CALIFORNIA, AWARDING COMMUNITY ENRICHMENT GRANTS FOR FISCAL YEAR 2024-25
WHEREAS, community service and community serving programs have long been a tradition in Calistoga; and
WHEREAS, the City Council has supported such activity in the past; and WHEREAS, the City Council intends to provide financial support to activities which enrich the community; and
WHEREAS, City Council adopted the General Fund Operating Budget for Fiscal Year 2024-25 including up to $30,372 (Account No. 01-4107-4573) for the Community Enrichment Grant Program; and
WHEREAS, the City Council has adopted Resolution No. 2022-023 establishing the Community Enrichment Grant objectives which was used for the recommendation to award funding for Fiscal Year 2024-25; and
WHEREAS, applications for grant funding through the Community Enrichment Grant Program have been received and reviewed by the City Council-appointed subcommittee consisting of Vice Mayor Lopez-Ortega and Councilmember Cooper.
NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY approves the following grant awards for Fiscal Year 2024-025:
Applicant / Program Award
Brannan Center a CA non-profit for the Green Church Rehab $10,000 Hearts and Hands for Playground Improvement $4,000
Rancho De Calistoga Garden Club for the Community Garden $1,500 Rianda House for the Calistoga Senior Enrichment Program $2,250 UpValley Family Center Youth and Senior Enrichment Programs $10,000 Calistoga Art Center for Community Enrichment Workshops $2,500 Total: $30,250
Item #6.5.
Resolution No. 2024-XXX
PASSED, APPROVED AND ADOPTED this 30th day of July 2023. I,
YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
____________________________ __________________________ Yudiana Galvan, City Clerk Don Williams, Mayor
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City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Greg Desmond, Planning and Building Director
Meeting: City Council - Jul 30 2024
Subject: Consultant Services Agreement: On-Call Planning Services - LACO DESCRIPTION:
Consultant Services Agreement: On-Call Planning Services - LACO RECOMMENDATION:
Consider Adopting a Resolution
BACKGROUND/SUMMARY:
In 2022, the City entered into a professional services agreement with LACO to provide on-call planning services in support of the Planning Division. The City authorized a not-to-exceed total of $20,000 for FY 22-23.
In 2023, the City amended the contract with LACO authorizing a not-to-exceed amount of $150,000 for FY23-24.
The Planning Department is seeking to negotiate a new contract and not-to-exceed amount of $75,000 for FY 24-25.
Under this contract, LACO will continue to provide on-call professional planning services for development review projects assigned by the City and under the City’s cost recovery agreement with developers. More specifically, these services will generally consist of, but not limited to, the following:
Review development project materials and environmental technical studies Writing of reports, correspondence, conditions of approval, make findings Attend meetings with applicants and city staff
Complete research and make recommendations
Conduct site inspections
Attend and present at public meetings such as Planning Commission, and City Council Additionally, LACO will provide professional planning services to assist the City with advanced planning and special projects as requested by the City and billed to the City as base level services.
These services may include, but are not limited to, the following:
City initiated zoning updates to implement the 2023-31 Housing Element Special projects as needed
Item #6.6.
FINANCIAL IMPACT:
The costs associated with processing planning permit applications services will be recovered through Developer Deposit Account fees. Other City-initiated services will be covered by Planning & Building Department’s FY24-25 budget (01-4115-4402), which includes adequate funding for the requested contract services.
CEQA STATUS:
This action does not meet the definition of a “project” under the California Environmental Quality Act (CEQA).
ATTACHMENT(S):
LACO consultant services agreement - planning - reso - 2024 LACO consultant services agreement - planning - 2024
APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Jul 22 2024 Laura Snideman, City Manager Approved - Jul 22 2024
Yudiana Galvan, City Clerk Approved - Jul 23 2024
Item #6.6.
ATTACHMENT 1
RESOLUTION NO. 2024-XXX
Authorizing Agreement No. XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA (CITY)
AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES
AGREEMENT WITH LACO (CONSULTANT) FOR ON-CALL PLANNING SERVICES WHEREAS, the City desires to utilize a professional consultant for senior level planning services for the Planning & Building Department for cost-recovery items (development review); and
WHEREAS, Consultant is a regional company that has provided these services to City and has the ability to expand services on an as-needed basis, including for complex city-initiated, and development and environmental review projects.
WHEREAS, Consultant is currently providing these services in the City, and the proximity of their personnel to Calistoga will allow the City to efficiently cover its needs.
WHEREAS, the costs associated with the provision of consulting services will be recovered in part through the revenue collected in conjunction with the processing of development review applications (Developer Deposit Accounts), and the Department’s FY 24/25 budget for contract services (01-4115-4402) not to exceed $75,000 for noncost-recovery items.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Calistoga hereby authorizes the City Manager to enter into a professional services agreement with Consultant for the provision of senior level planning services.
PASSED, APPROVED AND ADOPTED this 30th day of August 2024. I,
YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
___________________________
Donald Williams, Mayor
ATTEST:
_________________________
Yudiana Galvan, Interim City Clerk
Item #6.6.
- 1 -
OAK #4890-2776-3737v1 (Rev. 9/2021)
AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this 30th day of July 2024, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and LACO a corporation (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, CITY requires support and assistance in processing planning projects including the handling of certain entitlement applications for the Planning & Building Department, long-range project services in connection with the Planning & Building Department.
WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.
NOW, THEREFORE, for the considerations hereinafter set forth, CONSULTANT and CITY agree as follows:
ARTICLE 1 - SCOPE OF SERVICES
1.1. Scope of Work. CONSULTANT agrees to furnish the services set forth in Exhibit A, Scope of Work, which is attached hereto and incorporated herein (the "Services").
1.2. Compliance with Law. The Services shall be performed in accordance with all applicable federal, state and local laws, ordinances, rules, regulations and orders.
1.3. Time is of the Essence. CONSULTANT agrees to diligently prosecute the Services. In the performance of this Agreement, time is of the essence.
1.4. Professional Competence. CONSULTANT represents that it has the professional skills necessary to perform the Services and that it will perform the Services in a skillful and professional manner. CONSULTANT represents that it has all the necessary licenses to perform the Services and shall maintain them throughout the term of this Agreement.
CONSULTANT agrees that the Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged, in the same or similar geographical area in which CONSULTANT practices its profession, and will prepare all work products required by this Agreement in accordance with such standards. CITY and CONSULTANT agree that CONSULTANT is in responsible charge of the Services and CITY shall have no control over the method or means of performance of the Services. Acceptance by CITY of the Services does not operate as a release of CONSULTANT from professional responsibility for the Services performed.
Item #6.6.
- 2 -
OAK #4890-2776-373v1 (Rev. 9/2021)
1.5. Independent Contractor. CONSULTANT is an independent contractor and not an employee of CITY. CONSULTANT expressly warrants that it will not represent that it is an employee of CITY. Persons employed or utilized by CONSULTANT in the performance of the Services will not be employees or agents of CITY. CONSULTANT is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
1.6. Confidentiality. CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, governmental entity, or corporation, without CITY's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of CITY. CONSULTANT further agrees to maintain in confidence and not to disclose to any person, firm, governmental entity, or corporation any data, information, technology, or material developed or obtained by CONSULTANT during the performance of the Services. The covenants contained in this Section 1.6 shall survive the termination of this Agreement for whatever cause.
1.7. Ownership of Material. Any reports and other material prepared by or on behalf of CONSULTANT under this Agreement (collectively, the "Documents") shall be and remain the property of CITY. All Documents not already provided to CITY shall be delivered to CITY on the date of termination of this Agreement for any reason. The Documents may be used by CITY and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes CITY may deem appropriate without further employment of or payment of any compensation to CONSULTANT.
1.8. Documentation. CONSULTANT shall keep and maintain full and complete documentation and accounting records, employee time sheets, and correspondence pertaining to the performance of the Services, and CONSULTANT shall make such documents available for review and/or audit by CITY and CITY's representatives at all reasonable times for at least four years after the termination of this Agreement or completion of the Services.
1.9. Testimony. CONSULTANT agrees to testify at CITY's request if litigation is brought against CITY in connection with the Services. Unless the action is brought by CONSULTANT or is based upon CONSULTANT's negligence, CITY will compensate CONSULTANT for the preparation and the testimony at CONSULTANT's standard hourly rates.
ARTICLE 2 - COMPENSATION
2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $75,000 ("Cost Ceiling") in non-cost recovery items for FY24-25.
2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULTANT shall submit time and cost records as necessary to substantiate Item #6.6.
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OAK #4890-2776-373v1 (Rev. 9/2021)
performance of the Services. Within 35 days after receipt of each such invoice, CITY shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.
2.3. Status Reports. Together with each monthly invoice, CONSULTANT shall submit a status report detailing the amount expended on the Services to that date and the remaining amount to be expended before the Cost Ceiling is reached. CONSULTANT shall notify CITY in writing when payments have reached 90 percent of the Cost Ceiling.
2.4. Withholding. In lieu of holding retention, CITY shall withhold CONSULTANT's final payment until the Services are complete and CITY has received all Documents.
CONSULTANT shall diligently continue and complete performance of the Services if the Services are not complete at the time CONSULTANT has performed services up to the Cost Ceiling.
ARTICLE 3 - TIME OF PERFORMANCE
3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by July 31, 2025.
3.2. Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT.
3.3. Final Payment. CONSULTANT shall be entitled to compensation for Services performed up to the time of such termination, it being understood that any payments are full compensation for the Services rendered under this Agreement.
3.4. Other Remedies. Nothing in this Article 3 shall be deemed to limit the respective rights of the parties to terminate this Agreement for cause or otherwise to exercise any rights or pursue any remedies which may accrue to them.
ARTICLE 4 - DESIGNATED CONTACTS
4.1. CITY Contact. CITY designates Greg Desmond, its Planning and Building Director, as its contact who shall be responsible for administering and interpreting the terms and conditions of this Agreement, for matters relating to CONSULTANT's performance under this Agreement, and for liaison and coordination between CITY and CONSULTANT. In the event CITY wishes to make a change in CITY's representative, CITY will notify CONSULTANT of the change in writing.
Item #6.6.
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OAK #4890-2776-373v1 (Rev. 9/2021)
4.2. CONSULTANT Contact. CONSULTANT designates Byron Turner as its contact, who shall have immediate responsibility for the performance of the Services and for all matters relating to performance under this Agreement. Any change in CONSULTANT's designated contact shall be subject to written approval by CITY.
ARTICLE 5 - INDEMNIFICATION AND INSURANCE
5.1. Indemnification. CONSULTANT shall, to the fullest extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attorney's and expert witness fees, awards, fines, penalties, or judgments, arising out of or relating to the Services (collectively "Claims"), defend, indemnify, and hold harmless CITY, its Officials, officers, employees and agents (the "CITY Parties"), except to the extent the Claims are attributable to CITY Parties' gross negligence or willful misconduct. CONSULTANT shall defend the CITY Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to those parties.
CONSULTANT shall have no right to seek reimbursement from the CITY Parties for the costs of defense.
If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault.
In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CalPERS) to be eligible for any CalPERS benefits arising from services provided to CITY under this Agreement, CONSULTANT shall indemnify, defend, and hold CITY harmless from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs incurred, including but not limited to, the payment of any employee and/or employer contributions for CalPERS service credit on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of CITY.
The obligations contained in this Section 5.1 shall survive the termination of this Agreement for whatever cause for the full period of time allowed by law and shall not in any way be limited by the insurance requirements of this Agreement.
5.2. Health and Safety. CONSULTANT may perform part of the Services at sites which contain unknown working conditions and contaminated materials. CONSULTANT shall be solely responsible for the health and safety of CONSULTANT's employees during the performance of the Services.
Item #6.6.
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5.3. Insurance. CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency shall procure, provide and maintain at all times during the performance of this Agreement, and for such additional periods as described herein, the insurance listed below with insurers licensed to do business in the State of California and with a Best's rating of no less than A:VII.
A. Commercial Automobile Liability Insurance. Commercial Automobile Liability Insurance providing bodily injury liability and property damage, to protect against all liability arising out of the use of any owned, leased, passenger or commercial automobile at a minimum amount of $1,000,000 combined single limit and $2,000,000 aggregate. Coverage shall apply to hired and non-owned autos.
B. Commercial General Liability Insurance. Commercial General Liability Insurance, with limits providing a minimum amount of $1,000,000 combined single limit coverage for each occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. The insurance shall cover all operations including but not limited to the following: (1) premises, operations and mobile equipment liability; (2) completed operations and products liability; (3) contractual liability insuring the obligations assumed by CONSULTANT in this Agreement; (4) broad form property damage liability; (5) personal injury liability endorsement, including death; and (6) automobile bodily injury and property damage insurance, including all owned, hired and non-owned equipment.
C. Professional Liability Insurance. Professional Liability Insurance protecting against liabilities arising out of or in connection with negligent acts, errors, or omissions of CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency in connection with this Agreement, at a minimum amount of $1,000,000 combined single limit coverage and $1,000,000 aggregate, on a "claims made basis" with a continuation of coverage extension for liabilities for two years from the date the Services are substantially complete. Such professional liability policies shall include coverage for liability assumed by the CONSULTANT under this Agreement.
D. Workers Compensation Insurance. Workers Compensation insurance, occupational disease insurance and employer’s liability insurance shall be required with minimum limits as required by law, covering all workplaces involved in this Agreement.
E. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section
5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
• Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written notification thereof from CONSULTANT by United States mail;
Item #6.6.
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• Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (cross-liability endorsement);
• Excepting CONSULTANT’S professional liability insurance, naming CITY, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds (“Additional Insureds”); and • Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by CITY for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it.
• It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance.
Furthermore, the requirements for coverage and limits shall be the greater of:
(a) the minimum coverage and limits specified in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.
F. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach. Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for such insurance. These remedies shall be in addition to any other remedies available to CITY.
ARTICLE 6 - NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of delivery on the confirmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed Item #6.6.
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OAK #4890-2776-373v1 (Rev. 9/2021)
to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:
If to CITY: Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Phone: 707-942-2806
Email: [email protected]
If to CONSULTANT: Byron Turner, Deputy Planning Director LACO
PO Box 1023
Eureka, CA 95502
Phone: 707.462.0222
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS
7.1. Conflict of Interest Prohibition. CITY and CONSULTANT will comply with the requirements of the CITY’s Conflict of Interest Code adopted pursuant to California Government Code §87300 et seq., the Political Reform Act (California Government Code §81000 et seq.), the regulations promulgated by the Fair Political Practices Commission (Title 2, §18110 et seq. of the California Code of Regulations), California Government Code §1090 et seq., and any other ethics laws applicable to the performance of the Services and/or this Agreement. CONSULTANT may be required to file with the CITY Clerk a completed Form 700 before commencing performance of the Services unless the CITY Clerk determines that completion of a Form 700 is not required, pursuant to CITY’s Conflict of Interest Code. Form 700 forms are available from the CITY Clerk.
CONSULTANT may not perform Services for any other person or entity that, pursuant to any applicable law or regulation, would result in a conflict of interest or would otherwise be prohibited with respect to CONSULTANT’s obligations pursuant to this Agreement.
CONSULTANT agrees to cooperate fully with CITY and to provide any necessary and appropriate information requested by CITY or any authorized representative concerning potential conflicts of interest or prohibitions concerning CONSULTANT’s obligations pursuant to this Agreement.
CONSULTANT may not employ any CITY official, officer or employee in the performance of the Services, nor may any official, officer or employee of CITY have any financial interest in this Agreement that would violate California Government Code §1090 et seq. CONSULTANT hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of CITY. If CONSULTANT was an employee, agent, appointee, or official of CITY in the previous twelve months, CONSULTANT warrants that it did not participate in any manner in the forming of this Agreement. CONSULTANT understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for CONSULTANT’s Item #6.6.
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OAK #4890-2776-373v1 (Rev. 9/2021)
performance of the Services, including reimbursement of expenses, and CONSULTANT will be required to reimburse CITY for any sums paid to CONSULTANT under this Agreement. CONSULTANT understands that, in addition to the foregoing, penalties for violating Government Code §1090 may include criminal prosecution and disqualification from holding public office in the State of California.
Any violation by CONSULTANT of the requirements of this provision will constitute a material breach of this Agreement, and the CITY reserves all its rights and remedies at law and equity concerning any such violations.
7.2. Subcontracting. CONSULTANT may subcontract portions of the Services upon the prior written approval of CITY. CONSULTANT will be solely responsible for payment of such subcontract Services. No contractual relationship will exist between any such subcontractors of CONSULTANT and CITY. CONSULTANT’s subcontractors agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under the Agreement. CONSULTANT’s subcontractors further agree to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any subsubcontractor to the extent they apply to the scope of the sub-subcontractor’s work. A copy of the CITY indemnity and insurance provisions will be furnished to CONSULTANT’s subcontractors upon request.
7.3. Entire Agreement. This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by an amendment in writing signed by each party.
7.4. No Assignment. The Services are deemed unique and neither party shall assign, transfer, subcontract or otherwise substitute its interest in this Agreement or any of its obligations hereunder without the prior written consent of the other party. As limited by this Section
7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.
7.5. Severability. If any part of this Agreement is determined to be unconstitutional, invalid or beyond the authority of either party, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement can be interpreted to give effect to the intentions of the parties.
7.6. Counterparts. This Agreement may be signed in counterparts and, when fully signed, such counterparts shall have the same effect as if signed in one document.
7.7. Choice of Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles and venue shall be in the appropriate court in Napa County, California.
Item #6.6.
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OAK #4890-2776-373v1 (Rev. 9/2021)
7.8. Waiver. No failure on the part of either Party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other further breach.
7.9. Mediation. In the event the parties are unable to resolve a dispute arising under this Agreement through good faith negotiations, the parties agree to submit the matter to mediation with a mutually agreeable mediator. Prior to the mediation, the parties shall exchange any documents reasonably necessary to resolve the matter to be mediated.
7.10. Interpretation. In the event this Agreement is ever construed in any dispute between the parties, it and each of its provisions shall be construed without regard to the party or parties responsible for its preparation and shall be deemed to have been prepared jointly by the parties. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement.
7.11. Authority. Each individual executing this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms.
7.12. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or cause of action in favor of, a third party against either the CITY or CONSULTANT. CONSULTANT’s Services hereunder are being performed solely for the benefit of CITY. CITY shall be an express third-party beneficiary of all contracts between CONSULTANT and any subcontractors or subconsultants in connection with any services performed in connection with, or in furtherance of, this Agreement. * * *
[Signatures on Next Page]
Item #6.6.
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OAK #4890-2776-373v1 (Rev. 9/2021)
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
CITY OF CALISTOGA
By: Date:
Laura Snideman, City Manager
CONSULTANT
By: Date:
By: Date:
Attest
By:
Yudiana Galvan, City Clerk
Approved As To Form
By:
Michelle Marchetta Kenyon, City Attorney
Item #6.6.
OAK #4823-2508-6159 v2
EXHIBIT A
SCOPE OF WORK
Item #6.6.
OAK #4823-2508-6159 v2
Item #6.6.
OAK #4823-2508-6159 v2
EXHIBIT B
Compensation
CITY shall pay CONSULTANT for the Services on a cost reimbursement basis, up to the Cost Ceiling (as defined in Section 2.1 of the Agreement). CONSULTANT agrees to use appropriate methods to contain its fees and costs under this Agreement. Compensation shall include only the following costs, which shall all count toward the Cost Ceiling:
1. Direct Labor
Direct labor costs shall be the total number of hours worked on the job by each employee times the agreed hourly rate for such employee's labor as set forth on the attached Exhibit B-1. CITY will pay all personnel at their regular straight-time rate, including any work performed on overtime or on holidays or weekends.
2. Subconsultant Costs
Subconsultant services shall be billed at cost plus a 10 percent markup. CONSULTANT shall provide a copy of each subconsultant's invoice for which it seeks payment from CITY with any invoice in which such payment is requested.
3. Other Direct Costs
The following categories of costs are eligible for reimbursement, which shall be made at the actual cost to CONSULTANT without any additional mark-up:
a. Reasonable living and traveling expenses of employees when away from home office on business in its prosecution of the Services. CONSULTANT must have prior approval of CITY to be reimbursed for these expenses.
b. Automobile expenses for personal vehicle use, if necessary, at the IRS approved mileage rate.
c. Reproduction of drawings and specifications by CONSULTANT as required under this Agreement, at rates prevailing in this community for bulk reproduction or at other reasonable rates approved by CITY.
d. Special overnight delivery or messenger services.
Payments to CONSULTANT for reimbursable costs/expenses will be made only after the specific costs/expenses have been incurred and CONSULTANT has submitted substantiating documentation, such as copies of paid invoices or other documentation confirming that such costs/expenses have been incurred.
Item #6.6.
OAK #4823-2508-6159 v2
EXHIBIT B-1
Item #6.6.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Greg Desmond, Planning and Building Director
Meeting: City Council - Jul 30 2024
Subject: Consultant Services Agreement: On-Call Planning Services - M-Group DESCRIPTION:
Consultant Services Agreement: On-Call Planning Services - M-Group RECOMMENDATION:
Consider Adopting a Resolution
BACKGROUND/SUMMARY:
In September 2020, the City entered into a professional services agreement with M-Group to provide on-call planning services in support of the Planning Division. The City authorized amendments in FY 21-22 and FY 22-23 for a not-to-exceed total of $33,500 for non-cost-recovery services. For FY 23-24, the city authorized a not-to-exceed total of $50,000.
Due to anticipated costs related to current planning (development review) and long-range planning (City-initiated projects), both parties agree it is necessary to negotiate a new contract and not-toexceed amount of $75,000 for FY 24-25.
Under this contract, M-Group will provide on-call professional planning services for development and environmental review projects assigned by the City and under the City’s cost recovery agreement with developers. More specifically, these services will generally consist of, but not limited to, the following:
Review development project materials and environmental technical studies Writing of reports, correspondence, findings, environmental documents, mitigation measures, and conditions of approval
Attend meetings with applicants and city staff
Complete research and make recommendations
Conduct site inspections
Attend and present at public meetings such as Planning Commission, and City Council Additionally, M-Group will provide professional planning services to assist the City with advanced planning and special projects as requested by the City and billed to the City as base level services.
These services may include, but are not limited to, the following:
City initiated zoning updates to implement the 2023-31 Housing Element Environmental review for CEQA compliance
Item #6.7.
FINANCIAL IMPACT:
The costs associated with processing planning permit applications services will be recovered through Developer Deposit Account fees. Other City-initiated services will be covered by Planning & Building Department’s FY24-25 budget (01-4115-4402), which includes adequate funding for the requested contract services.
CEQA STATUS:
This action does not meet the definition of a “project” under the California Environmental Quality Act (CEQA).
ATTACHMENT(S):
m-group consultant services agreement - planning - 2024 m-group consultant services agreement - planning - reso - 2024 APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Jul 22 2024 Laura Snideman, City Manager Approved - Jul 22 2024
Yudiana Galvan, City Clerk Approved - Jul 23 2024
Item #6.7.
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OAK #4890-2776-3737v1 (Rev. 9/2021)
AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this 30th day of July 2024, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and M-Group a corporation (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, CITY requires support and assistance in processing special planning projects including the handling of certain entitlement applications for the Planning & Building Department, long-range and environmental review services in connection with the Planning & Building Department.
WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.
NOW, THEREFORE, for the considerations hereinafter set forth, CONSULTANT and CITY agree as follows:
ARTICLE 1 - SCOPE OF SERVICES
1.1. Scope of Work. CONSULTANT agrees to furnish the services set forth in Exhibit A, Scope of Work, which is attached hereto and incorporated herein (the "Services").
1.2. Compliance with Law. The Services shall be performed in accordance with all applicable federal, state and local laws, ordinances, rules, regulations and orders.
1.3. Time is of the Essence. CONSULTANT agrees to diligently prosecute the Services. In the performance of this Agreement, time is of the essence.
1.4. Professional Competence. CONSULTANT represents that it has the professional skills necessary to perform the Services and that it will perform the Services in a skillful and professional manner. CONSULTANT represents that it has all the necessary licenses to perform the Services and shall maintain them throughout the term of this Agreement.
CONSULTANT agrees that the Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged, in the same or similar geographical area in which CONSULTANT practices its profession, and will prepare all work products required by this Agreement in accordance with such standards. CITY and CONSULTANT agree that CONSULTANT is in responsible charge of the Services and CITY shall have no control over the method or means of performance of the Services. Acceptance by CITY of the Services does not operate as a release of CONSULTANT from professional responsibility for the Services performed.
Item #6.7.
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1.5. Independent Contractor. CONSULTANT is an independent contractor and not an employee of CITY. CONSULTANT expressly warrants that it will not represent that it is an employee of CITY. Persons employed or utilized by CONSULTANT in the performance of the Services will not be employees or agents of CITY. CONSULTANT is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
1.6. Confidentiality. CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, governmental entity, or corporation, without CITY's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of CITY. CONSULTANT further agrees to maintain in confidence and not to disclose to any person, firm, governmental entity, or corporation any data, information, technology, or material developed or obtained by CONSULTANT during the performance of the Services. The covenants contained in this Section 1.6 shall survive the termination of this Agreement for whatever cause.
1.7. Ownership of Material. Any reports and other material prepared by or on behalf of CONSULTANT under this Agreement (collectively, the "Documents") shall be and remain the property of CITY. All Documents not already provided to CITY shall be delivered to CITY on the date of termination of this Agreement for any reason. The Documents may be used by CITY and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes CITY may deem appropriate without further employment of or payment of any compensation to CONSULTANT.
1.8. Documentation. CONSULTANT shall keep and maintain full and complete documentation and accounting records, employee time sheets, and correspondence pertaining to the performance of the Services, and CONSULTANT shall make such documents available for review and/or audit by CITY and CITY's representatives at all reasonable times for at least four years after the termination of this Agreement or completion of the Services.
1.9. Testimony. CONSULTANT agrees to testify at CITY's request if litigation is brought against CITY in connection with the Services. Unless the action is brought by CONSULTANT or is based upon CONSULTANT's negligence, CITY will compensate CONSULTANT for the preparation and the testimony at CONSULTANT's standard hourly rates.
ARTICLE 2 - COMPENSATION
2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $75,000 ("Cost Ceiling") in non-cost recovery items for FY24-25.
2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULTANT shall submit time and cost records as necessary to substantiate Item #6.7.
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performance of the Services. Within 35 days after receipt of each such invoice, CITY shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.
2.3. Status Reports. Together with each monthly invoice, CONSULTANT shall submit a status report detailing the amount expended on the Services to that date and the remaining amount to be expended before the Cost Ceiling is reached. CONSULTANT shall notify CITY in writing when payments have reached 90 percent of the Cost Ceiling.
2.4. Withholding. In lieu of holding retention, CITY shall withhold CONSULTANT's final payment until the Services are complete and CITY has received all Documents.
CONSULTANT shall diligently continue and complete performance of the Services if the Services are not complete at the time CONSULTANT has performed services up to the Cost Ceiling.
ARTICLE 3 - TIME OF PERFORMANCE
3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by July 31, 2025.
3.2. Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT.
3.3. Final Payment. CONSULTANT shall be entitled to compensation for Services performed up to the time of such termination, it being understood that any payments are full compensation for the Services rendered under this Agreement.
3.4. Other Remedies. Nothing in this Article 3 shall be deemed to limit the respective rights of the parties to terminate this Agreement for cause or otherwise to exercise any rights or pursue any remedies which may accrue to them.
ARTICLE 4 - DESIGNATED CONTACTS
4.1. CITY Contact. CITY designates Greg Desmond, its Planning and Building Director, as its contact who shall be responsible for administering and interpreting the terms and conditions of this Agreement, for matters relating to CONSULTANT's performance under this Agreement, and for liaison and coordination between CITY and CONSULTANT. In the event CITY wishes to make a change in CITY's representative, CITY will notify CONSULTANT of the change in writing.
Item #6.7.
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OAK #4890-2776-373v1 (Rev. 9/2021)
4.2. CONSULTANT Contact. CONSULTANT designates Olivia Ervin as its contact, who shall have immediate responsibility for the performance of the Services and for all matters relating to performance under this Agreement. Any change in CONSULTANT's designated contact shall be subject to written approval by CITY.
ARTICLE 5 - INDEMNIFICATION AND INSURANCE
5.1. Indemnification. CONSULTANT shall, to the fullest extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attorney's and expert witness fees, awards, fines, penalties, or judgments, arising out of or relating to the Services (collectively "Claims"), defend, indemnify, and hold harmless CITY, its Officials, officers, employees and agents (the "CITY Parties"), except to the extent the Claims are attributable to CITY Parties' gross negligence or willful misconduct. CONSULTANT shall defend the CITY Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to those parties.
CONSULTANT shall have no right to seek reimbursement from the CITY Parties for the costs of defense.
If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault.
In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CalPERS) to be eligible for any CalPERS benefits arising from services provided to CITY under this Agreement, CONSULTANT shall indemnify, defend, and hold CITY harmless from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs incurred, including but not limited to, the payment of any employee and/or employer contributions for CalPERS service credit on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of CITY.
The obligations contained in this Section 5.1 shall survive the termination of this Agreement for whatever cause for the full period of time allowed by law and shall not in any way be limited by the insurance requirements of this Agreement.
5.2. Health and Safety. CONSULTANT may perform part of the Services at sites which contain unknown working conditions and contaminated materials. CONSULTANT shall be solely responsible for the health and safety of CONSULTANT's employees during the performance of the Services.
Item #6.7.
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OAK #4890-2776-373v1 (Rev. 9/2021)
5.3. Insurance. CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency shall procure, provide and maintain at all times during the performance of this Agreement, and for such additional periods as described herein, the insurance listed below with insurers licensed to do business in the State of California and with a Best's rating of no less than A:VII.
A. Commercial Automobile Liability Insurance. Commercial Automobile Liability Insurance providing bodily injury liability and property damage, to protect against all liability arising out of the use of any owned, leased, passenger or commercial automobile at a minimum amount of $1,000,000 combined single limit and $2,000,000 aggregate. Coverage shall apply to hired and non-owned autos.
B. Commercial General Liability Insurance. Commercial General Liability Insurance, with limits providing a minimum amount of $1,000,000 combined single limit coverage for each occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. The insurance shall cover all operations including but not limited to the following: (1) premises, operations and mobile equipment liability; (2) completed operations and products liability; (3) contractual liability insuring the obligations assumed by CONSULTANT in this Agreement; (4) broad form property damage liability; (5) personal injury liability endorsement, including death; and (6) automobile bodily injury and property damage insurance, including all owned, hired and non-owned equipment.
C. Professional Liability Insurance. Professional Liability Insurance protecting against liabilities arising out of or in connection with negligent acts, errors, or omissions of CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency in connection with this Agreement, at a minimum amount of $1,000,000 combined single limit coverage and $1,000,000 aggregate, on a "claims made basis" with a continuation of coverage extension for liabilities for two years from the date the Services are substantially complete. Such professional liability policies shall include coverage for liability assumed by the CONSULTANT under this Agreement.
D. Workers Compensation Insurance. Workers Compensation insurance, occupational disease insurance and employer’s liability insurance shall be required with minimum limits as required by law, covering all workplaces involved in this Agreement.
E. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section
5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
• Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written notification thereof from CONSULTANT by United States mail;
Item #6.7.
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OAK #4890-2776-373v1 (Rev. 9/2021)
• Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (cross-liability endorsement);
• Excepting CONSULTANT’S professional liability insurance, naming CITY, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds (“Additional Insureds”); and • Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by CITY for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it.
• It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance.
Furthermore, the requirements for coverage and limits shall be the greater of:
(a) the minimum coverage and limits specified in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.
F. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach. Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for such insurance. These remedies shall be in addition to any other remedies available to CITY.
ARTICLE 6 - NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of delivery on the confirmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed Item #6.7.
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OAK #4890-2776-373v1 (Rev. 9/2021)
to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:
If to CITY: Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Phone: 707-942-2806
Email: [email protected]
If to CONSULTANT: Olivia Ervin, Principal
Metropolitan Planning Group
499 Humboldt Street
Santa Rosa, CA 95401
Phone: 707.360.0608
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS
7.1. Conflict of Interest Prohibition. CITY and CONSULTANT will comply with the requirements of the CITY’s Conflict of Interest Code adopted pursuant to California Government Code §87300 et seq., the Political Reform Act (California Government Code §81000 et seq.), the regulations promulgated by the Fair Political Practices Commission (Title 2, §18110 et seq. of the California Code of Regulations), California Government Code §1090 et seq., and any other ethics laws applicable to the performance of the Services and/or this Agreement. CONSULTANT may be required to file with the CITY Clerk a completed Form 700 before commencing performance of the Services unless the CITY Clerk determines that completion of a Form 700 is not required, pursuant to CITY’s Conflict of Interest Code. Form 700 forms are available from the CITY Clerk.
CONSULTANT may not perform Services for any other person or entity that, pursuant to any applicable law or regulation, would result in a conflict of interest or would otherwise be prohibited with respect to CONSULTANT’s obligations pursuant to this Agreement.
CONSULTANT agrees to cooperate fully with CITY and to provide any necessary and appropriate information requested by CITY or any authorized representative concerning potential conflicts of interest or prohibitions concerning CONSULTANT’s obligations pursuant to this Agreement.
CONSULTANT may not employ any CITY official, officer or employee in the performance of the Services, nor may any official, officer or employee of CITY have any financial interest in this Agreement that would violate California Government Code §1090 et seq. CONSULTANT hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of CITY. If CONSULTANT was an employee, agent, appointee, or official of CITY in the previous twelve months, CONSULTANT warrants that it did not participate in any manner in the forming of this Agreement. CONSULTANT understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for CONSULTANT’s Item #6.7.
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OAK #4890-2776-373v1 (Rev. 9/2021)
performance of the Services, including reimbursement of expenses, and CONSULTANT will be required to reimburse CITY for any sums paid to CONSULTANT under this Agreement. CONSULTANT understands that, in addition to the foregoing, penalties for violating Government Code §1090 may include criminal prosecution and disqualification from holding public office in the State of California.
Any violation by CONSULTANT of the requirements of this provision will constitute a material breach of this Agreement, and the CITY reserves all its rights and remedies at law and equity concerning any such violations.
7.2. Subcontracting. CONSULTANT may subcontract portions of the Services upon the prior written approval of CITY. CONSULTANT will be solely responsible for payment of such subcontract Services. No contractual relationship will exist between any such subcontractors of CONSULTANT and CITY. CONSULTANT’s subcontractors agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under the Agreement. CONSULTANT’s subcontractors further agree to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any subsubcontractor to the extent they apply to the scope of the sub-subcontractor’s work. A copy of the CITY indemnity and insurance provisions will be furnished to CONSULTANT’s subcontractors upon request.
7.3. Entire Agreement. This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by an amendment in writing signed by each party.
7.4. No Assignment. The Services are deemed unique and neither party shall assign, transfer, subcontract or otherwise substitute its interest in this Agreement or any of its obligations hereunder without the prior written consent of the other party. As limited by this Section
7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.
7.5. Severability. If any part of this Agreement is determined to be unconstitutional, invalid or beyond the authority of either party, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement can be interpreted to give effect to the intentions of the parties.
7.6. Counterparts. This Agreement may be signed in counterparts and, when fully signed, such counterparts shall have the same effect as if signed in one document.
7.7. Choice of Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles and venue shall be in the appropriate court in Napa County, California.
Item #6.7.
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OAK #4890-2776-373v1 (Rev. 9/2021)
7.8. Waiver. No failure on the part of either Party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other further breach.
7.9. Mediation. In the event the parties are unable to resolve a dispute arising under this Agreement through good faith negotiations, the parties agree to submit the matter to mediation with a mutually agreeable mediator. Prior to the mediation, the parties shall exchange any documents reasonably necessary to resolve the matter to be mediated.
7.10. Interpretation. In the event this Agreement is ever construed in any dispute between the parties, it and each of its provisions shall be construed without regard to the party or parties responsible for its preparation and shall be deemed to have been prepared jointly by the parties. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement.
7.11. Authority. Each individual executing this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms.
7.12. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or cause of action in favor of, a third party against either the CITY or CONSULTANT. CONSULTANT’s Services hereunder are being performed solely for the benefit of CITY. CITY shall be an express third-party beneficiary of all contracts between CONSULTANT and any subcontractors or subconsultants in connection with any services performed in connection with, or in furtherance of, this Agreement. * * *
[Signatures on Next Page]
Item #6.7.
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OAK #4890-2776-373v1 (Rev. 9/2021)
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
CITY OF CALISTOGA
By: Date:
Laura Snideman, City Manager
CONSULTANT
By: Date:
By: Date:
Attest
By:
Yudiana Galvan, City Clerk
Approved As To Form
By:
Michelle Marchetta Kenyon, City Attorney
Item #6.7.
OAK #4823-2508-6159 v2
EXHIBIT A
SCOPE OF WORK
Greg Desmond
Planning & Building Director
City of Calistoga
Subject: Extension of On-Call Planning Services Contract Greg,
I am pleased to provide this letter proposal to extend M-Group’s on-call planning services contract to augment the City of Calistoga’s in-house planning staff. M-Group has been engaged with the City of Calistoga on a number of environmental, municipal, and development review projects over the last several years and we look forward to continuing to work with the City. We pride ourselves on ongoing work with our clients to prepare quality work products with flexibility to respond to changing needs and timelines. The following proposal is developed based on our recent conversation and to address the immediate and anticipated staffing needs for the fiscal year 2024/2025.
M-Group will continue to provide on-call professional planning services for projects assigned by the City and under the City’s cost recovery agreement with developers. M-Group will bill on-call services on a time and materials basis. Specifically, these services will generally consist of, but are not limited to, the following:
• Processing development applications, project materials, and supporting technical studies • Managing various Planning and Building projects
• Writing of staff reports, correspondence, findings, and conditions of approval • Preparing CEQA Analyses including impacts, findings, and mitigation measures • Peer reviewing environmental documents and technical studies • Attending meetings with applicants and city staff
• Completing research and make recommendations
• Presenting at public meetings such as Design Review Board, Planning Commission, and City Council
Additionally, M-Group will provide professional planning services to assist the City with advanced planning and special projects as requested by the City and billed to the City with a not to exceed contract of $75,000. These services may include, but are not limited to, the following:
• City initiated zoning updates
• Annual Housing Element Report
• Affordable housing agreements
• Assist with city led advanced planning and policy efforts • Environmental review of City Projects
• Public outreach efforts on advanced planning and policy issues • Interim staff support as needed
• Other planning and environmental tasks requested by the City Item #6.7.
OAK #4823-2508-6159 v2
M-Group planners (Assistants, Associates, Seniors, and Principals) and Specialists (Historic Preservation and Public Art Specialists) will be available on an on-call basis. To accommodate the range of work listed above and to ensure flexibility based on specific city needs, on-call services will be billed on an hourly basis consistent with M-Group’s 2024/2025 billing rates (attached) and with a not to exceed budget of $75,000 for city led projects. On call services, under this contract will extend through June 30, 2025.
I trust that this proposal to extend M-Group’s on-call planning contract meets the City of Calistoga’s immediate needs. Please do not hesitate to contact me to discuss any revisions or refinements.
Thank you,
Olivia Ervin, Principal-In-Charge
[email protected]
707.540.0723 x 202
Item #6.7.
OAK #4823-2508-6159 v2
EXHIBIT B
Compensation
CITY shall pay CONSULTANT for the Services on a cost reimbursement basis, up to the Cost Ceiling (as defined in Section 2.1 of the Agreement). CONSULTANT agrees to use appropriate methods to contain its fees and costs under this Agreement. Compensation shall include only the following costs, which shall all count toward the Cost Ceiling:
1. Direct Labor
Direct labor costs shall be the total number of hours worked on the job by each employee times the agreed hourly rate for such employee's labor as set forth on the attached Exhibit B-1. CITY will pay all personnel at their regular straight-time rate, including any work performed on overtime or on holidays or weekends.
2. Subconsultant Costs
Subconsultant services shall be billed at cost plus a 10 percent markup. CONSULTANT shall provide a copy of each subconsultant's invoice for which it seeks payment from CITY with any invoice in which such payment is requested.
3. Other Direct Costs
The following categories of costs are eligible for reimbursement, which shall be made at the actual cost to CONSULTANT without any additional mark-up:
a. Reasonable living and traveling expenses of employees when away from home office on business in its prosecution of the Services. CONSULTANT must have prior approval of CITY to be reimbursed for these expenses.
b. Automobile expenses for personal vehicle use, if necessary, at the IRS approved mileage rate.
c. Reproduction of drawings and specifications by CONSULTANT as required under this Agreement, at rates prevailing in this community for bulk reproduction or at other reasonable rates approved by CITY.
d. Special overnight delivery or messenger services.
Payments to CONSULTANT for reimbursable costs/expenses will be made only after the specific costs/expenses have been incurred and CONSULTANT has submitted substantiating documentation, such as copies of paid invoices or other documentation confirming that such costs/expenses have been incurred.
Item #6.7.
OAK #4823-2508-6159 v2
EXHIBIT B-1
Item #6.7.
ATTACHMENT 1
RESOLUTION NO. 2024-XXX
Authorizing Agreement No. XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA (CITY)
AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES
AGREEMENT WITH M-GROUP (CONSULTANT) FOR ON-CALL PLANNING
SERVICES
WHEREAS, the City desires to utilize a professional consultant for senior level planning services for the Planning & Building Department for cost-recovery items (development review) as well as city-initiated advanced planning and special projects; and
WHEREAS, Consultant is a regional company that has provided these services to City and has the ability to expand services on an as-needed basis, including for cityinitiated advanced planning, special projects, development and environmental review projects.
WHEREAS, Consultant is currently providing these services in the City, and the proximity of their personnel to Calistoga will allow the City to efficiently cover its needs.
WHEREAS, the costs associated with the provision of consulting services will be recovered in part through the revenue collected in conjunction with the processing of development review applications (Developer Deposit Accounts), and the Department’s FY 24-25 budget for contract services (01-4115-4402) not to exceed $75,000 for noncost-recovery items.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Calistoga hereby authorizes the City Manager to enter into a professional services agreement with Consultant for the provision of professional on-call planning services.
PASSED, APPROVED AND ADOPTED this 30th day of July 2024. I, YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
___________________________
Donald Williams, Mayor
ATTEST:
_________________________
Yudiana Galvan, Interim City Clerk
Item #6.7.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Mitch Celaya, Chief
Meeting: City Council - Jul 30 2024
Subject: Temporary Police Dispatch Services Agreement
DESCRIPTION:
Temporary Police Dispatch Services and use of Calistoga Police Dispatch Center for St. Helena Dispatch Services
RECOMMENDATION:
Consider Adopting the Resolution
Authorize the City Manager to enter into a Temporary Dispatch Services agreement between the Calistoga Police Department and the St. Helena Police Department.
BACKGROUND/SUMMARY:
In May 2023, the St. Helena Police Department relocated from 1480 Main Street to 1088 College Avenue, St. Helena CA 94574. The St. Helena Police dispatch center was unable to relocate to the new police department location at that time. In May 2023, the Calistoga Police Department provided its dispatch center as a temporary location for the St. Helena Police dispatch services until a permanent solution for St. Helena dispatch services could be identified. In addition, the Calistoga Police Department provided assistance to the St. Helena Police department by providing dispatchers to cover their staffing shortage and vacancies.
In June 2024, the St. Helena Police department decided to move their dispatch center services back to the St. Helena Police Department. As St. Helena Police Department builds their dispatch center and hires the needed dispatchers to operate their dispatch center, the St. Helena Police department desires to enter into a temporary dispatch services agreement. The Calistoga Police Department is capable of rendering the services needed by St. Helena that includes, but is not limited to dispatch facilities, equipment, and staffing services under the terms and conditions set forth in the attached agreement.
The dispatch services agreement covers exiting rental of space in the Calistoga Police dispatch center, equipment, and Calistoga Police dispatcher staffing on a reimbursement basis as needed to provide dispatch services for the City of St. Helena. The rental of space at $1500 per month, recharge of dispatcher staffing costs, and equipment costs are outlined in the attached Temporary Dispatch Services Agreement. It is believed the St. Helena Police Department may need up to a year to re-establish their dispatch center as well as hire and train the needed staff to operate their dispatch center.
FINANCIAL IMPACT:
Item #6.8.
None, any costs associated to assisting or providing dispatch services to the city of St. Helena will be reimbursed on a recharge and rental basis.
CEQA STATUS:
Not Applicable
ATTACHMENT(S):
Temporary Police Disparch Services Agreement For St. Helena Resolution 073024 Temporary Police Dispatch Services Agreement for St Helena 072224 APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Jul 23 2024 Laura Snideman, City Manager Approved - Jul 23 2024
Yudiana Galvan, City Clerk Approved - Jul 23 2024
Item #6.8.
RESOLUTION NO. 2024-XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF
NAPA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO ENTER
INTO A TEMPORARY POLICE DISPATCH SERVICES AGREEMENT WITH THE CITY OF ST. HELENA
Authorizing Agreement No. __ __ (if applicable)
WHEREAS, the St. Helena Calistoga Police Department does not have a Dispatch Center to operate police dispatch services for their city; and WHEREAS, the St. Helena Police Department does not have the required number of dispatchers to operate 24 hours a day, seven days a week dispatch operations for their city; and
WHEREAS, St. Helena Police is attempting to build and re-certify their dispatch center and hire the required number of dispatchers to operate their dispatch center; and WHEREAS, St. Helena desires to enter into a temporary dispatch services agreement with Calistoga Police Department to operate their police dispatch services out of the Calistoga Police Department dispatch center until St. Helena can complete their dispatch center; and
WHEREAS, St. Helena desires to enter into a temporary agreement with Calistoga Police Department to utilize Calistoga police dispatchers to assist with providing police dispatch services for the City of St. Helena until St. Helena Police Department hires and trains the needed dispatchers to provide dispatch services for their city; and
WHEREAS, Calistoga is capable of rendering such services, equipment, and facilities under the terms and conditions set forth in the Temporary Dispatch Services Agreement; and
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Calistoga hereby authorizes the City Manager to enter into a Temporary Dispatch Services Agreement between the Calistoga Police Department and the St. Helena Police Department.
PASSED, APPROVED AND ADOPTED this 30th day of July 2024. I, YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:
Item #6.8.
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST: APPROVED:
____________________________ __________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.8.
AGREEMENT BETWEEN THE CITY OF CALISTOGA AND THE CITY OF ST,
HELENA FOR POLICE DEPARTMENT EMERGENCY COMMUNICATIONS AND
DISPATCH SERVICES
THIS AGREEMENT FOR POLICE DEPARTMENT EMERGENCY
COMMUNICATIONS AND DISPATCH SERVICES (“Agreement”) is made and entered into as of this 30TH day of July, 2024, by and between the City of Calistoga (“CALISTOGA”), a municipal corporation and the City of St. Helena (” ST. HELENA”), a municipal corporation (collectively “the PARTIES”).
RECITALS
WHEREAS, CALISTOGA is capable of providing Police Department Emergency Communications and Dispatch Services within its territorial boundaries and the territorial boundaries of ST. HELENA; and
WHEREAS, ST. HELENA desires to receive Police Department Emergency Communications and Dispatch Services from CALISTOGA for a limited-term or until ST.
HELENA can establish and hire staffing to operate its public safety dispatch center ; and WHEREAS, CALISTOGA wishes to provide Police Department Emergency Communications and Dispatch Services for ST. HELENA for a limited-term or until and ST.
HELENA can establish and hire staffing to operate its public safety dispatch center; and WHEREAS, CALISTOGA will assist ST. HELENA in providing Police Department Emergency Communications and Dispatch Services for a limited-term by providing Police Department Emergency Communications and Dispatch Center office space, equipment, and operational support; and
WHEREAS, CALISTOGA is capable of rendering such services under the terms and conditions set forth in this Agreement; and
WHEREAS, the performance by ST. HELENA dispatchers for CALISTOGA of the dispatch services referenced herein will require ST. HELENA to incur certain costs and expenses, including but not limited to costs and expenses for dispatch personnel and public liability insurance; and
WHEREAS, the performance by CALISTOGA dispatchers for ST. HELENA of the dispatch services referenced herein will require CALISTOGA to incur certain costs and expenses, including but not limited to costs and expenses for dispatch personnel and public liability insurance; and
WHEREAS, it is the intent of the parties to this Agreement that CALISTOGA assume all such costs and expenses when using the services of ST. HELENA dispatch personnel, including but not limited to the costs and expenses described above; and Item #6.8.
WHEREAS, it is the intent of the parties to this Agreement that ST. HELENA assume all such costs and expenses when using the services of CALISTOGA dispatch personnel, including but not limited to the costs and expenses described above; and WHEREAS, the Parties each benefit and acknowledge that CALISTOGA’s provision of Police Department Emergency Communications and Dispatch Services would benefit the health and safety of all affected residents.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
TERMS AND CONDITIONS
I. TERM:
This Agreement shall commence on July 30, 2024, and shall continue in full force until July 1st, 2025 unless terminated pursuant to Section III.
II. SERVICES
A. ST. HELENA OBLIGATIONS:
1. During the term of this Agreement, ST. HELENA shall provide services set forth in Exhibit “A” and Exhibit “B,” attached hereto and incorporated by reference herein.
2. Submission of Payment Requests: St. Helena Police Department shall submit to CALISTOGA written requests for payment on a monthly basis in a form satisfactory to CALISTOGA for services provided by ST. HELENA under paragraph 2(a). a. Amount of payment for services:
i. ST. HELENA shall reimburse CALISTOGA for dedicated public safety dispatch services provided by CALISTOGA under this Agreement, at the fully burdened hourly labor rate for the Classification of Calistoga Public Safety Dispatcher at Step 5, which includes the cost in salary (Regular or Overtime) and all statutory benefits, retirement contributions, and any other negotiated MOU benefits as set forth in Memorandum of Understanding Between City of Calistoga and Calistoga Police Officers Association, January 1, 2023 – December 31, 2025 as delineated in Exhibit “B”, attached hereto and incorporated by reference herein. . ii. Where a single CALISTOGA dispatcher staffs the CALISTOGA Police Department’s Dispatch Center and provides shared public safety dispatch services to both ST.
HELENA and CALISTOGA, the PARTIES agree that that ST. HELENA shall reimburse CALISTOGA by paying fifty percent (50%) of the fully burdened hourly labor rate for the Classification of Calistoga Public Safety Dispatcher at Step 5, which includes salary (Regular or Overtime) and all statutory benefits, retirement contributions, and any other negotiated MOU benefits as set forth in Memorandum of Understanding Between City of Calistoga and Calistoga Police Officers Association, January 1, 2023 – December 31, 2025 and as delineated in Exhibit “B
b. Space and equipment to be provided: ST. HELENA shall pay CALISTOGA at a flat rate of One Thousand Five Hundred Dollars ($1,500) per month for its use of Item #6.8.
CALISTOGA’s office space, including the costs of a workstation, equipment, support services, printer, headsets, personal storage space, custodial services and operational costs such as utility services incurred by CALISTOGA under this AGREEMENT.
c. ST. HELENA will pay 100% for any specific hardware and/or software upgrades needed and dedicated to providing dispatcher services to ST. HELENA, including but not limited to 9-1-1 and administrative phone lines, etc. ST. HELENA will share 50% of the costs for systems and software supporting the operations of the dispatch center, including but not limited to the Annual RIMS licensing fees, CLETS fees, JEI recorder, etc., used to support dispatch services for ST. HELENA.
d. ST. HELENA Police Department management will monitor and evaluate the number of hours worked by individual dispatchers pursuant to this Agreement to ensure that total hours worked by any individual dispatcher comports with best practice standards concerning officer and public safety.
B. CALISTOGA OBLIGATIONS:
1. During the term of this Agreement, CALISTOGA shall provide services set forth in Exhibit “A” and Exhibit “B,” attached hereto and incorporated by reference herein.
2. Submission of Payment Requests: Calistoga Police Department shall submit to ST.
HELENA written requests for payment on a monthly basis in a form satisfactory to ST.
HELENA for services provided by CALISTOGA under paragraph 2(a). a. Amount of payment for services:
i. CALISTOGA shall reimburse ST. HELENA for dedicated public safety dispatch services provided by ST. HELENA under this Agreement, at the fully burdened hourly labor rate for the Classification of ST. HELENA Dispatcher at Step 5, which includes the cost in salary (Regular or Overtime) and all statutory benefits, retirement contributions, and other negotiated MOU benefits set forth in Memorandum of Understanding Between St. Helena Officers’ Association and City of St. Helena, July 1, 2022 – June 30, 2025 as delineated in Exhibit “B”, attached hereto and incorporated by reference herein. ii. Where a single ST. HELENA dispatcher staffs the CALISTOGA Police Department’s Dispatch Center and provides shared public safety dispatch services to both ST.
HELENA and CALISTOGA, the PARTIES agree that that CALISTOGA shall reimburse ST.
HELENA fifty percent (50%) of the fully loaded hourly rate in salary (Regular or Overtime) and all statutory benefits, retirement contributions, and any other negotiated MOU benefits as set forth in Memorandum of Understanding Between St. Helena Officers’ Association and City of St. Helena, July 1, 2022 – June 30, 2025 as delineated in Exhibit “B”. b. Space and equipment to be provided: CALISTOGA shall provide office space and a workstation for a ST. HELENA dispatchers, including those things ordinarily associated with an office including but not limited to climate control, a telephone, a desk, computer, printer, headsets, personal storage space, custodial services, utilities, and access to a FAX machine.
CALISTOGA will recharge ST. HELENA at the flat rate of $1500.00 per month for use of the Calistoga Dispatch Center and those things ordinarily associated with a dispatch workstation and its operations.
Item #6.8.
c. CALISTOGA Police Department management will monitor and evaluate the number of hours worked by individual dispatchers pursuant to this Agreement to ensure that total hours worked by any individual dispatcher comports with best practice standards concerning officer and public safety.
III. TERMINATION
Either party may terminate this Agreement for any reason, with or without cause, upon thirty (30) days’ written notice to the other party. The Parties will be responsible for payment for all services rendered if the Agreement is terminated early.
IV. RELATIONSHIP TO THE PARTIES:
A. This Agreement shall not constitute, nor shall it be interpreted as constituting, an agreement for hire of the ST. HELENA dispatcher by CALISTOGA and any ST. HELENA dispatcher providing services under this Agreement is, and shall continue to be, an employee of ST. HELENA whose schedule will be determined at the discretion of CALISTOGA.
B. This Agreement shall not constitute, nor shall it be interpreted as constituting, an agreement for hire of the CALISTOGA dispatcher by ST. HELENA and any CALISTOGA dispatcher providing services under this Agreement is, and shall continue to be, an employee of CALISTOGA under the supervision, management, and control of CALISTOGA.
C. The terms and conditions of employment of the ST. HELENA dispatchers providing services under this Agreement are, and shall continue to be, governed by the ST. HELENA Police Officers Association (POA) Memorandum of Understanding (MOU) and any other ST.
HELENA personnel rules, policies, and/or procedures.
D. The terms and conditions of employment of the CALISTOGA dispatchers providing services under this Agreement are, and shall continue to be, governed by the in Memorandum of Understanding Between City of Calistoga and Calistoga Police Officers Association, January 1, 2023 – December 31, 2025 and any other CALISTOGA personnel rules, policies, and/or procedures.
E. Supervision over the rendition of dispatch services, the standards of performance, the discipline of dispatchers, and other matters incident to the performance of such services and the control of personnel shall remain with each agency over its respective dispatchers.
F. In the furnishing of the services provided for herein, CALISTOGA and ST. HELENA are acting solely as independent contractors. Neither CALISTOGA, nor any of its officers, agents or employees shall be deemed an officer, agent, employee, joint venture, partner, or associate of ST.
HELENA for any purpose. ST. HELENA shall have no right to control or supervise or direct the manner or method by which CALISTOGA shall perform its work and functions. Neither ST.
HELENA, nor any of its officers, agents or employees shall be deemed an officer, agent, employee, joint venture, partner, or associate of CALISTOGA for any purpose. With the exception of the scheduling of ST. HELENA dispatchers for duty, CALISTOGA shall have no right to control or supervise or direct the manner or method by which CALISTOGA shall perform its work and functions.
Item #6.8.
V. INDEMNIFICATION AND INSURANCE:
A. ST. HELENA and CALISTOGA are each an independent “General Law City,” as defined by Government Code section 34102, and this Agreement does not create a separate legal entity. Each Party shall, at all times, remain an independent city solely responsible for all acts of its employees or agents, including any negligent acts or omissions.
B. INDEMNIFICATION BY ST. HELENA. ST. HELENA shall indemnify and hold CALISTOGA and CALISTOGA’s officers, agents, employees, volunteers subcontractors, and independent contractors free and harmless from any claim or liability whatsoever based or asserted upon any act or omission of ST. HELENA and ST. HELENA’s officers, agents, employees, volunteers, subcontractors, and independent contractors for property damage, bodily injury, or death, or any other element of damage of any kind or nature, occurring in the performance of the Agreement to the extent that such liability is imposed on CALISTOGA by the provisions of California Government Code Section 895.2. ST. HELENA shall defend at its expense, including attorney fees, its officers, agents, employees, volunteers, subcontractors, and independent contractors in any legal action or claim of any kind based upon such alleged acts or omissions.
C. INDEMNIFICATION BY CALISTOGA. CALISTOGA shall indemnify and hold ST.
HELENA and ST. HELENA’s officers, agents, employees, volunteers subcontractors, and independent contractors free and harmless from any claim or liability whatsoever based or asserted upon any act or omission of CALISTOGA and CALISTOGA’s officers, agents, employees, volunteers, subcontractors, and independent contractors for property damage, bodily injury, or death, or any other element of damage of any kind or nature, occurring in the performance of the Agreement to the extent that such liability is imposed on ST. HELENA by the provisions of California Government Code Section 895.2. CALISTOGA shall defend at its expense, including attorney fees, its officers, agents, employees, volunteers, subcontractors, and independent contractors in any legal action or claim of any kind based upon such alleged acts or omissions.
D. WORKERS’ COMPENSATION INSURANCE: To the extent required by law during the terms of this Agreement, the Parties shall provide workers’ compensation insurance for the performance for all duties under this Agreement, including but not limited to, coverage for workers’ compensation and employer’s liability and a waiver of subrogation, and shall provide the other party with certification of all such coverages upon request by either party’s Risk Manager. CALISTOGA shall be responsible for all costs, including but not limited to, “4850” pay associated with a work-related injury occurring to a CALISTOGA dispatcher providing services under this Agreement, including if said costs continue to be incurred after the expiration of the Agreement.
E. LIABILITY INSURANCE:
1. General Liability: Each party shall obtain and maintain in full force and effect during the term of this Agreement, commercial comprehensive general liability insurance coverage (personal injury and property damage) or equivalent self-insurance or combination thereof, of not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, issued by a company duly and legally licensed to transact business in the State of California, covering liability for any personal injury, including death, to any person and/or damage to the Item #6.8.
property of any person arising from the acts or omissions of that party to any officer, agent or employee of that party under this Agreement except for acts of omissions performed in strict compliance with express direction by the other party’s governing board, officers or personnel.
2. Comprehensive Automobile Liability Insurance: Each party shall obtain and maintain in full force and effect during the term of this Agreement, a comprehensive automobile liability insurance policy (Bodily Injury and Property Damage) on owned, hired, leased and non-owned vehicles used in conjunction with the party’s activities under this Agreement of not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence
3. Certificates of Coverage and Required Endorsements: When the foregoing coverages are proved by insurance rather than by self-insurance (written proof of which shall be provided to other party), the coverage shall be evidenced by one or more certificates of coverage which shall be filed with the other party’s Secretary or Clerk prior to reimbursement for performance of any of the party’s duties under this Agreement; shall name the other party, its officers, directors, employees, agents, elected and appointed officials, and representatives as additional insureds; shall be kept current during the term of this Agreement; and shall provide that the other party shall be given no less than thirty (30) days prior written notice of any non-renewal, cancellation, other termination, or material change. Upon request by the other party, the party shall provide or arrange for the insurer to provide the other party with certified copies of the actual insurance policies or relevant portions thereof within thirty (30) days of the request. Each policy of insurance provided for herein shall apply separately to each insured against whom the claim is made, or suit is brought, except with respect to the limit of the insurance company’s liability required hereunder. Should any of the policies identified herein contain a “cross-suits” exclusion, such exclusion must not apply to any additional insureds.
VI. AMENDMENTS/MODIFICATIONS OF AGREEMENT: Any requests for modifications to this Agreement shall be submitted in writing and approved by CALISTOGA and ST. HELENA.
VII. INTERPRETATION/VENUE: The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties under this Agreement, shall be construed pursuant to and in accordance with California law. All proceedings involving any disputes over the terms, provisions, covenants, or conditions contained within this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in the County of Napa.
VIII. NOTICES. Notices required or permitted under this AGREEMENT shall be deemed given for this purpose when deposited in the United States’ mail, first class postage prepaid, and addressed to the following persons or their successors in office:
To St. Helena To CALISTOGA:
Christopher Hartley, Chief of Police Mitchell Celaya, Chief of Police St. Helena Police Department Calistoga Police Department 1088 College Ave 1235 Washington Street
St. Helena, CA 94574 Calistoga, CA 94515
Item #6.8.
IX. NO WAIVER: The waiver by either party of any breach or violation of any requirement of this agreement shall not be deemed to be a waiver of any such breach in the future, or of the breach of any other requirement of this Agreement.
X. SEVERABILITY: If any provision of this Agreement, or any portion thereof, is found by any court of competent jurisdiction to be unenforceable or invalid for any reason, such provision shall be severable and shall not in any way impair the enforceability of any other provision of this Agreement.
XI. ENTIRETY OF AGREEMENT: This Agreement constitutes the entire agreement between the parties relating to the subject of this Agreement and supersedes all previous agreements, promises, representations, understanding and negotiations, whether written or oral, among the parties with respect to the subject matter hereof.
XII. NO OBLIGATION TO THIRD PARTIES
Nothing in this Agreement, or any of the addend hereto, is intended to nor shall it create any right in any person, firm, corporation, or entity, other than in the Parties, including but not limited to employees of the Parties, to any of the benefits hereunder. Nothing in this Agreement is intended to expand the duties and obligations of ST. HELENA and/or CALISTOGA with respect to third parties.
XIII. RIGHT TO AUDIT
Upon reasonable notice, either Party shall have the right to inspect and audit any records maintained by the other Party relevant to this Agreement, to the extent allowed by law.
XIV. ADDITIONAL DOCUMENTS AND AGREEMENTS
The Parties agree to cooperate in the execution of any additional documents or agreements that may be required to carry out the terms of this Agreement.
XX. ASSIGNMENT/DELEGATION
Neither Party shall assign or transfer any interest in this Agreement or any duty hereunder without the consent of the other Party, and no assignment shall be of any force or effect whatsoever unless and until the other Party has so consented.
IN WITNESS WHEREOF, the parties have executed this Agreement:
CITY OF CALISTOGA: CITY OF ST. HELENA
By: __________________________ By: ___________________________ Laura Snideman, City Manager Anil Comelo, City Manager
Item #6.8.
EXHIBIT “A”
WORK TO BE PERFORMED: DISPATCH SERVICES
The Parties shall provide each other with the following services on an as-needed basis. 1) Description of Services:
For a temporary transitional term, ST. HELENA wishes to contract for Police Department Emergency Communications and Dispatch Services from CALISTOGA until ST. HELENA’s public safety dispatch services center becomes operational and staffed.
CALISTOGA will provide Police Department Emergency Communications and Dispatch Services within the corporate limits of ST. HELENA. The services shall encompass duties and functions of the type falling under the jurisdiction of and customarily rendered by a public safety department of a City under state statutes.
Services shall include receiving police and emergency calls, dispatching police and fire units following prescribed procedures; answering non-emergency calls for public safety, performing a variety of general administrative support duties including record keeping, typing, and filing, and performing related work as required.
ST. HELENA will provide Police Department Emergency Communications and Dispatch Services within the corporate limits of CALISTOGA. The services shall encompass duties and functions of the type falling under the jurisdiction of and customarily rendered by a public safety department of a City under state statutes.
Services shall include receiving police and emergency calls, dispatching police and fire units following prescribed procedures; answering non-emergency calls for public safety, performing a variety of general administrative support duties including record keeping, typing, and filing, and performing related work as required. 2) Location: City of Calistoga
ST. HELENA will assign dispatchers to the CALISTOGA Police Department public safety dispatch center located at 1235 Washington Street, Calistoga CA 94515.
CALISTOGA will attempt to advise ST. HELENA of any planned shift vacancies two weeks in advance. ST. HELENA will designate a management staff person to assign as needed any ST, HELENA dispatcher to cover planned and unplanned vacancies such as due to illness. Any Overtime other than vacancies such as special events or a need for increased staffing will be offered to ST. HELENA dispatchers.
CALISTOGA will have the responsibility to fill any shifts unable to be filled by ST.
HELENA dispatchers either via the split funded model or via the recharge rate depending on if the dispatcher is working solo. If a ST. HELENA dispatcher assigned a shift to cover a CALISTOGA dispatch position is unable to work said shift for reasons of illness, work or personal emergency, or work-related tasks, ST. HELENA will attempt to find another ST. HELENA dispatcher to fill said shift. However, if Item #6.8.
ST. HELENA is unable to fill the shift with a ST. HELENA dispatcher, CALISTOGA will be responsible for filling said shift and recharge ST. HELENA if appropriate
The ST. HELENA dispatcher(s) will work out of the CALISTOGA Police Department Headquarters and will follow the policies and procedures of ST.
HELENA. The ST. HELENA dispatcher(s) will be equipped with ST. HELENAissued equipment, including a ST. HELENA uniform.
EXHIBIT “B”
BASE RATE SERVICES
DISPATCH
ST. HELENA PUBLIC SAFETY DISPATCHER – FY 24-25 TOP STEP COST Total Hourly Regular Recharge Rate
Total Hourly Overtime Recharge Rate
CALISTOGA PUBLIC SAFETY DISPATCHER – FY 24-25 TOP STEP COST Total Hourly Regular Recharge Rate $96.00
Total Hourly Overtime Recharge Rate $120.00
Item #6.8.
City of Calistoga
STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Melick, Parks & Recreation Director
Meeting: City Council - Jul 30 2024
Subject: City Website Upgrade
DESCRIPTION:
Consider adoption of a resolution to authorize the City Manager to execute a Purchase Order with Software House International (SHI) for the purchase and implementation of Granicus OpenCities Content Management System (CMS) in an amount not to exceed $53,644.72.
RECOMMENDATION:
Consider Adopting the Resolution
BACKGROUND/SUMMARY:
The City’s current website was implemented in 2015 using a Vision Technology Solutions content management system. In February 2018, Granicus acquired Vision Technology Solutions and began recommending all new customers implement their OpenCities CMS instead of the govAccess CMS.
Granicus has identified their OpenCities platform as the preferred CMS for new clients, and new feature development efforts are primarily focused on the OpenCities platform. The City’s website has been using the govAccess CMS with the same design and navigation structure since 2015.
Migrating to the OpenCities CMS will ensure staff have access to the enhanced functionality and more efficient workflows to publish and maintain information for website users. The Granicus OpenCities CMS is fully compliant with the Americans with Disability Act Section 508 standards and the Web Content Accessibility Guidelines (WCAG 2.1 AA) guidelines.
ANALYSIS:
The website upgrade project is intended to achieve four primary goals:
Develop and implement a city website that is easy to use and provides an understandable navigation structure accessible to all.
Implement the new CalistogaCA.gov address while maintaining access to the current website address of https://ci.calistoga.ca.us.
Provide a website maintenance tool to city staff that is easy to adopt, use, and automate as many processes as possible.
Implement a modern content management system based on secure technology and provide training to city staff for the efficient use and maintenance of the website.
As part of the website transition staff are recommending utilizing the Information Architecture (IA) option, which is designed to implement data analytics, monitoring traffic patterns and ensuring that an intuitive navigation structure is designed to present information in a structured, digestible manner for new and existing content. As part of this process, Granicus project managers will work with users Item #6.9.
to evaluate the audience experience and develop a navigation structure which will be tested by real users to finalize the the new site structure and build out a comprehensive site map.
As part of the website transition the city will adopt a .gov domain address. In 2021, the U.S. federal government began recommending the adoption of a .gov domain address for city, county and special district websites, and required the use of .gov domains for federal agencies. The City of Calistoga requested and was approved to use the new CalistogaCA.gov domain. Once the project is complete, visitors to the city’s website will be able to use both the existing domain of ci.calistoga.ca.us and the new domain address at CalistogaCA.gov.
To ensure that content is updated and current, the website transition will include providing training to city staff to maintain the website and integration with the city’s network for ease of access as staff update information. Staff are recommending that during the transition a number of webpages are translated into Spanish to ensure good and accurate communication, especially on emergency information pages. During the website evaluation staff spoke to a number of cities throughout the valley and the state and determined a combination of some bilingual pages and google translate could be utilized to provide an efficient experience. Staff will continue to work with other cities to determine best practices in providing translation on the website.
A purchase order with Software House International has been negotiated to provide implementation of the Granicus OpenCities Content Management System, development of a new site design, new content pages, streamlined navigation, and enhanced security. Services were competitively bid through the SHI/Sourcewell ezIQC® process. The ezIQC® process streamlines procurement by taking advantage of the “already competitively bid” processes that meet California public contracting requirements.
Subsequent annual costs for hosting the city’s website will be included in future budget requests and are anticipated to be in the normal range of $16,000 to $18,000 for FY2025-2026.
FINANCIAL IMPACT:
The FY 2024-25 Budget contains sufficient funding in account 15-4975-4823 for the completion of this project.
CEQA STATUS:
The recommended action is not a project and therefore not subject to CEQA review.
ATTACHMENT(S):
Website contract RESOLUTION
City of Caslistoga CSA Packet (072324)
APPROVAL(S):
Connie Cardenas, Admin. Services Director Approved - Jul 23 2024 Laura Snideman, City Manager Approved - Jul 23 2024
Yudiana Galvan, City Clerk Approved - Jul 23 2024
Item #6.9.
ATTACHMENT 1
RESOLUTION NO. 2024-XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY
OF NAPA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH SOFTWARE HOUSE INTERNATIONAL, INC.
CONTENT MANAGEMENT SYSTEM SOFTWARE FOR HOSTING AND
MANAGING THE CITY’S WEBSITE.
WHEREAS, the website of the City of Calistoga was designed and implemented using Granicus govAccess Content Management System software for its website hosting and management since 2015; and
WHEREAS, the City of Calistoga has been utilizing the Granicus govAccess Content Management System software for its website hosting and management since it was implemented; and
WHEREAS, the City wishes to update the website content management system and migrate to the Granicus OpenCities Content Management System software and implement its new CalistogaCA.gov domain website address; and WHEREAS, a purchase order with Software House International has been negotiated to provide Granicus OpenCities Content Management System software.
Products and services were competitively bid through the Software House International/Sourcewell ezIQC process.
WHEREAS, funding for the $53,644.72 project is included in the Fiscal Year 2024-2025 Budget;
NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Calistoga as follows: that the Calistoga City Council hereby authorizes the City Manager to execute a five-year contract between the City of Calistoga and Software House International.
PASSED, APPROVED AND ADOPTED this 30th day of July 2024. I, YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST: APPROVED:
Yudiana Galvan, CMC, City Clerk Donald Williams, Mayor
Item #6.9.
AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this 31st day of July 2024, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and SHI INTERNATIONAL CORP., 290 Davidson Ave., Somerset, NJ, 08873, a corporation (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, CITY requires software and implementation services in connection with updating its website and content management system;
WHEREAS, CONSULTANT is qualified to resell such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein; and
WHEREAS, CONSULTANT is authorized and qualified to resell such products and services to entities that use Sourcewell’s cooperative purchasing contracts #121923 and #081419.
NOW, THEREFORE, for the considerations hereinafter set forth, CONSULTANT and CITY agree as follows:
ARTICLE 1 - SCOPE OF SERVICES
1.1. Scope of Work. CONSULTANT agrees to furnish the services set forth in Exhibit A ,CONSULTANT’S quotation# 25012426 , which is attached hereto and incorporated herein (the "Services").
1.2. Compliance with Law. The Services shall be performed in accordance with all applicable federal, state and local laws, ordinances, rules, regulations and orders.
1.3. Time is of the Essence. CONSULTANT agrees to diligently prosecute the Services. In the performance of this Agreement, time is of the essence.
1.4. Professional Competence. CONSULTANT represents that it has the professional skills necessary to perform the Services and that it will perform the Services in a skillful and professional manner. CONSULTANT represents that it has all the necessary licenses to perform the Services and shall maintain them throughout the term of this Agreement.
CONSULTANT agrees that the Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged, in the same or similar geographical area in which CONSULTANT practices its profession and will prepare all work products required by this Agreement in accordance with such standards. CITY and CONSULTANT agree that CONSULTANT is in responsible charge of the Services and CITY shall have no control over the method or means of performance of the Services. Acceptance by CITY of the - 1 -
OAK #4890-2776-3737v1 (Rev. 4858-7277-0003 v1 7/23/2024 Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
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OAK #4890-2776-373v1 (Rev. 9/2021)
Services does not operate as a release of CONSULTANT from professional responsibility for the Services performed.
1.5. Independent Contractor. CONSULTANT is an independent contractor and not an employee of CITY. CONSULTANT expressly warrants that it will not represent that it is an employee of CITY. Persons employed or utilized by CONSULTANT in the performance of the Services will not be employees or agents of CITY. CONSULTANT is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
1.6. Confidentiality. CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, governmental entity, or corporation, without CITY's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of CITY. CONSULTANT further agrees to maintain in confidence and not to disclose to any person, firm, governmental entity, or corporation any data, information, technology, or material developed or obtained by CONSULTANT during the performance of the Services. The covenants contained in this Section 1.6 shall survive the termination of this Agreement for whatever cause.
1.7. Ownership of Material. Any reports and other material prepared by or on behalf of CONSULTANT under this Agreement (collectively, the "Documents") shall be and remain the property of CITY. All Documents not already provided to CITY shall be delivered to CITY on the date of termination of this Agreement for any reason. The Documents may be used by CITY and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes CITY may deem appropriate without further employment of or payment of any compensation to CONSULTANT.
1.8. Documentation. CONSULTANT shall keep and maintain full and complete documentation and accounting records, employee time sheets, and correspondence pertaining to the performance of the Services, and CONSULTANT shall make such documents available for review and/or audit by CITY and CITY's representatives at all reasonable times for at least four years after the termination of this Agreement or completion of the Services.
1.9. Testimony. CONSULTANT agrees to testify at CITY's request if litigation is brought against CITY in connection with the Services. Unless the action is brought by CONSULTANT or is based upon CONSULTANT's negligence, CITY will compensate CONSULTANT for the preparation and the testimony at CONSULTANT's standard hourly rates.
ARTICLE 2 - COMPENSATION
2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $53,644.72 ("Cost Ceiling").
2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
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OAK #4890-2776-373v1 (Rev. 9/2021)
month. CONSULTANT shall submit time and cost records as necessary to substantiate performance of the Services. Within 35 days after receipt of each such invoice, CITY shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.
2.3. Status Reports. Together with each monthly invoice, CONSULTANT shall submit a status report detailing the amount expended on the Services to that date and the remaining amount to be expended before the Cost Ceiling is reached. CONSULTANT shall notify CITY in writing when payments have reached 90 percent of the Cost Ceiling.
2.4. Withholding. In lieu of holding retention, CITY shall withhold CONSULTANT's final payment until the Services are complete and CITY has received all Documents.
CONSULTANT shall diligently continue and complete performance of the Services if the Services are not complete at the time CONSULTANT has performed services up to the Cost Ceiling.
ARTICLE 3 - TIME OF PERFORMANCE
3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by September 30, 2025.
3.2. Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT.
3.3. Final Payment. CONSULTANT shall be entitled to compensation for Services performed up to the time of such termination, it being understood that any payments are full compensation for the Services rendered under this Agreement.
3.4. Other Remedies. Nothing in this Article 3 shall be deemed to limit the respective rights of the parties to terminate this Agreement for cause or otherwise to exercise any rights or pursue any remedies which may accrue to them.
ARTICLE 4 - DESIGNATED CONTACTS
4.1. CITY Contact. CITY designates Rachel Stepp, its Deputy City Manager, as its contact who shall be responsible for administering and interpreting the terms and conditions of this Agreement, for matters relating to CONSULTANT's performance under this Agreement, and for liaison and coordination between CITY and CONSULTANT. In the event CITY wishes to make a change in CITY's representative, CITY will notify CONSULTANT of the change in writing.
Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
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OAK #4890-2776-373v1 (Rev. 9/2021)
4.2. CONSULTANT Contact. CONSULTANT designates Greg Spoleti, Public Sector Sales as its contact, who shall have immediate responsibility for the performance of the Services and for all matters relating to performance under this Agreement. Any change in CONSULTANT's designated contact shall be subject to written approval by CITY.
ARTICLE 5 - INDEMNIFICATION AND INSURANCE
5.1. Indemnification. CONSULTANT shall, to the fullest extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attorney's and expert witness fees, awards, fines, penalties, or judgments, arising out of or relating to the Services (collectively "Claims"), defend, indemnify, and hold harmless CITY, its Officials, officers, employees and agents (the "CITY Parties"), except to the extent the Claims are attributable to CITY Parties' gross negligence or willful misconduct. CONSULTANT shall defend the CITY Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to those parties.
CONSULTANT shall have no right to seek reimbursement from the CITY Parties for the costs of defense.
If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault.
In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CalPERS) to be eligible for any CalPERS benefits arising from services provided to CITY under this Agreement, CONSULTANT shall indemnify, defend, and hold CITY harmless from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs incurred, including but not limited to, the payment of any employee and/or employer contributions for CalPERS service credit on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of CITY.
Except for actions or claims arising from gross negligence or intentional or willful misconduct, CONSULTANT’s total liability to CITY shall not exceed the amount of recoverable insurance, regardless of whether any action or claim is based upon contract, warranty, tort (including negligence) or strict liability.
The obligations contained in this Section 5.1 shall survive the termination of this Agreement for whatever cause for the full period of time allowed by law and shall not in any way be limited by the insurance requirements of this Agreement.
5.2. Health and Safety. CONSULTANT may perform part of the Services at sites which contain unknown working conditions and contaminated materials. CONSULTANT shall Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
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be solely responsible for the health and safety of CONSULTANT's employees during the performance of the Services.
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5.3. Insurance. CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency shall procure, provide and maintain at all times during the performance of this Agreement, and for such additional periods as described herein, the insurance listed below with insurers licensed to do business in the State of California and with a Best's rating of no less than A:VII.
A. Commercial Automobile Liability Insurance. Commercial Automobile Liability Insurance providing bodily injury liability and property damage, to protect against all liability arising out of the use of any owned, leased, passenger or commercial automobile at a minimum amount of $1,000,000 combined single limit and $2,000,000 aggregate. Coverage shall apply to hired and non-owned autos.
B. Commercial General Liability Insurance. Commercial General Liability Insurance, with limits providing a minimum amount of $1,000,000 combined single limit coverage for each occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. The insurance shall cover all operations including but not limited to the following: (1) premises, operations and mobile equipment liability; (2) completed operations and products liability; (3) contractual liability insuring the obligations assumed by CONSULTANT in this Agreement; (4) broad form property damage liability; (5) personal injury liability endorsement, including death; and (6) automobile bodily injury and property damage insurance, including all owned, hired and non-owned equipment.
C. Professional Liability Insurance. Professional Liability Insurance protecting against liabilities arising out of or in connection with negligent acts, errors, or omissions of CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency in connection with this Agreement, at a minimum amount of $1,000,000 combined single limit coverage and $1,000,000 aggregate, on a "claims made basis" with a continuation of coverage extension for liabilities for two years from the date the Services are substantially complete. Such professional liability policies shall include coverage for liability assumed by the CONSULTANT under this Agreement.
D. Workers Compensation Insurance. Workers Compensation insurance, occupational disease insurance and employer’s liability insurance shall be required with minimum limits as required by law, covering all workplaces involved in this Agreement.
E. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section
5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written notification thereof from CONSULTANT by United States mail;
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Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim is made orsuit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (cross-liability endorsement);
Excepting CONSULTANT’S professional liability insurance, naming CITY, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds (“Additional Insureds”); and Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by CITY for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it.
It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance.
Furthermore, the requirements for coverage and limits shall be the greater of:
(a) the minimum coverage and limits specified in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.
F. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach. Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for such insurance. These remedies shall be in addition to any other remedies available to CITY.
ARTICLE 6 - NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of delivery on the confirmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
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to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:
If to CITY: Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Email: [email protected]
Phone: 707-942-2806
If to CONSULTANT: Greg Spoleti, Public Sector Inside Sales Manager 290 Davidson Avenue
Somerset, NJ 08873
Phone: (732) 652-3083
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS
7.1. Conflict of Interest Prohibition. CITY and CONSULTANT will comply with the requirements of the CITY’s Conflict of Interest Code adopted pursuant to California Government Code §87300 et seq., the Political Reform Act (California Government Code §81000 et seq.), the regulations promulgated by the Fair Political Practices Commission (Title 2, §18110 et seq. of the California Code of Regulations), California Government Code §1090 et seq., and any other ethics laws applicable to the performance of the Services and/or this Agreement. CONSULTANT may be required to file with the CITY Clerk a completed Form 700 before commencing performance of the Services unless the CITY Clerk determines that completion of a Form 700 is not required, pursuant to CITY’s Conflict of Interest Code. Form 700 forms are available from the CITY Clerk.
CONSULTANT may not perform Services for any other person or entity that, pursuant to any applicable law or regulation, would result in a conflict of interest or would otherwise be prohibited with respect to CONSULTANT’s obligations pursuant to this Agreement.
CONSULTANT agrees to cooperate fully with CITY and to provide any necessary and appropriate information requested by CITY or any authorized representative concerning potential conflicts of interest or prohibitions concerning CONSULTANT’s obligations pursuant to this Agreement.
CONSULTANT may not employ any CITY official, officer or employee in the performance of the Services, nor may any official, officer or employee of CITY have any financial interest in this Agreement that would violate California Government Code §1090 et seq. CONSULTANT hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of CITY. If Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
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CONSULTANT was an employee, agent, appointee, or official of CITY in the previous twelve months, CONSULTANT warrants that it did not participate in any manner in the forming of this Agreement. CONSULTANT understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for CONSULTANT’s performance of the Services, including reimbursement of expenses, and CONSULTANT will be required to reimburse CITY for any sums paid to CONSULTANT under this Agreement. CONSULTANT understands that, in addition to the foregoing, penalties for violating Government Code §1090 may include criminal prosecution and disqualification from holding public office in the State of California.
Any violation by CONSULTANT of the requirements of this provision will constitute a material breach of this Agreement, and the CITY reserves all its rights and remedies at law and equity concerning any such violations.
7.2. Subcontracting. CONSULTANT may subcontract portions of the Services upon the prior written approval of CITY. CONSULTANT will be solely responsible for payment of such subcontract Services. No contractual relationship will exist between any such subcontractors of CONSULTANT and CITY. CONSULTANT’s subcontractors agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under the Agreement. CONSULTANT’s subcontractors further agree to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any subsubcontractor to the extent they apply to the scope of the sub-subcontractor’s work. A copy of the CITY indemnity and insurance provisions will be furnished to CONSULTANT’s subcontractors upon request.
7.3. Entire Agreement. This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by an amendment in writing signed by each party.
7.4. No Assignment. The Services are deemed unique and neither party shall assign, transfer, subcontract or otherwise substitute its interest in this Agreement or any of its obligations hereunder without the prior written consent of the other party. As limited by this Section
7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.
7.5. Severability. If any part of this Agreement is determined to be unconstitutional, invalid or beyond the authority of either party, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement can be interpreted to give effect to the intentions of the parties.
7.6. Counterparts. This Agreement may be signed in counterparts and, when fully signed, such counterparts shall have the same effect as if signed in one document.
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7.7. Choice of Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles and venue shall be in the appropriate court in Napa County, California.
7.8. Waiver. No failure on the part of either Party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other further breach.
7.9. Mediation. In the event the parties are unable to resolve a dispute arising under this Agreement through good faith negotiations, the parties agree to submit the matter to mediation with a mutually agreeable mediator. Prior to the mediation, the parties shall exchange any documents reasonably necessary to resolve the matter to be mediated.
7.10. Interpretation. In the event this Agreement is ever construed in any dispute between the parties, it and each of its provisions shall be construed without regard to the party or parties responsible for its preparation and shall be deemed to have been prepared jointly by the parties. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement.
7.11. Authority. Each individual executing this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms.
7.12. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or cause of action in favor of, a third party against either the CITY or CONSULTANT. CONSULTANT’s Services hereunder are being performed solely for the benefit of CITY. CITY shall be an express third-party beneficiary of all contracts between CONSULTANT and any subcontractors or subconsultants in connection with any services performed in connection with, or in furtherance of, this Agreement. * * *
[Signatures on Next Page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
CITY OF CALISTOGA
By: Date:
Laura Snideman, City Manager
CONSULTANT
By: Date:
By: Date:
Attest
By:
Yudiana Galvan, City Clerk
Approved As To Form
By:
Michelle Marchetta Kenyon, City Attorney
Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Kristina Mann
7/23/2024
Sr. Manager - Contracts
7/23/2024
Darek Awas Associate Director of Contracts
Item #6.9.
OAK #4823-2508-6159 v2
EXHIBIT A
CONSULTANT’S
QUOTATION #
25012426
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EXHIBIT B
Compensation
CITY shall pay CONSULTANT for the Services on a cost reimbursement basis, up to the Cost Ceiling (as defined in Section 2.1 of the Agreement). CONSULTANT agrees to use appropriate methods to contain its fees and costs under this Agreement. Compensation shall include only the following costs, which shall all count toward the Cost Ceiling:
1. Direct Labor
Direct labor costs shall be the total number of hours worked on the job by each employee times the agreed hourly rate for such employee's labor as set forth on the attached Exhibit B-1. CITY will pay all personnel at their regular straight-time rate, including any work performed on overtime or on holidays or weekends.
2. Subconsultant Costs
Subconsultant services shall be billed at cost plus a 10 percent markup. CONSULTANT shall provide a copy of each subconsultant's invoice for which it seeks payment from CITY with any invoice in which such payment is requested.
3. Other Direct Costs
The following categories of costs are eligible for reimbursement, which shall be made at the actual cost to CONSULTANT without any additional mark-up:
a. Reasonable living and traveling expenses of employees when away from home office on business in its prosecution of the Services. CONSULTANT must have prior approval of CITY to be reimbursed for these expenses.
b. Automobile expenses for personal vehicle use, if necessary, at the IRS approved mileage rate.
c. Reproduction of drawings and specifications by CONSULTANT as required under this Agreement, at rates prevailing in this community for bulk reproduction or at other reasonable rates approved by CITY.
d. Special overnight delivery or messenger services.
Payments to CONSULTANT for reimbursable costs/expenses will be made only after the specific costs/expenses have been incurred and CONSULTANT has submitted substantiating documentation, such as copies of paid invoices or other documentation confirming that such costs/expenses have been incurred.
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EXHIBIT B-1
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Solicitation Number: RFP #121923
CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and SHI International Corp., 290 Davidson Ave., Somerset, NJ 08873 (Supplier).
Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.
Sourcewell issued a public solicitation for Technology Products and Services with Related Solutions from which Supplier was awarded a contract in Category 1.
Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
EXPIRATION DATE AND EXTENSION. This Contract expires February 27, 2028, unless it is cancelled sooner pursuant to Article 22. This Contract allows up to three additional one-year extensions upon the request of Sourcewell and written agreement by Supplier. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances.
B. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.
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2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.
Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. “Equipment” and “Products” shall mean the third-party software, computer peripherals, computer hardware, and associated IT services resold by Vendor and provided by third parties. “Services” shall mean all professional services provided by Vendor under of a Statement of Work. “Statement of Work” or “SOW” shall mean a document mutually agreed upon between the Vendor and the Member that references these terms and conditions and describes the Services to be provided, the associated schedule and price, and any special conditions applicable to that SOW.
All Equipment and Products provided under this Contract must be new and the current model.
Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.
B. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances. In addition, Supplier warrants the Services are free from material defects for ninety (90) days commencing with final acceptance of Services unless otherwise specified in a SOW (the “Warrant Period”). WARRANTY. Participating Entity agrees to look solely to the manufacturer to reach a resolution in any dispute over warranty terms with the manufacturer.
Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND/OR ANY ORDER ISSUED,
HEREUNDER VENDOR DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES OR PRODUCTS. THIS DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY WARRANTY PROVIDED BY A MANUFACTURER.
C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.
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3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.
When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.
Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities, in accordance with the Supplier’s Return Policy, which can be found at www.SHI.com/ReturnPolicy. Participating Entities reserve the right to inspect the Equipment and Products within 3 business days time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Partcipating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity subject to the Supplier’s Return Policy.
Supplier must arrange for and pay forthe return shipment on Equipment and Productsthat arrive in a defective or inoperable condition.
Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.
B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt entity.
C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.
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Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.
4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.
At a minimum, the request must:
Identify the applicable Sourcewell contract number;
Clearly specify the requested change;
Provide sufficient detail to justify the requested change; Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.
A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.
5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.
Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
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to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.
B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at governmentowned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.
6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.
Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.
B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. Participating Entities may be required to sign a separate agreement, rider, Ender User License Agreement (“EULA”), or Service Level Agreement as required by manufacturers to acknowledge terms of use for specific products and/or services. The Supplier will not become a party to terms between the manufacturer and the purchasing Participating Entity or end user of such products or services.
C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as ecommerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
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agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.
D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:
1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or
2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.
E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.
7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:
Maintenance and management of this Contract;
Timely response to all Sourcewell and Participating Entity inquiries; and Business reviews to Sourcewell and Participating Entities, if applicable.
B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees,sales data reports, performance issues, supply issues, customer issues, and any other necessary information.
8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).
The Report must contain the following fields:
Participating Entity Name (e.g., City of Staples Highway Department); Participating Entity Physical Street Address;
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Participating Entity City;
Participating Entity State/Province;
Participating Entity Zip/Postal Code;
Participating Entity Contact Name;
Participating Entity Contact Email Address;
Participating Entity Contact Telephone Number;
Sourcewell Assigned Entity/Participating Entity Number; Item Purchased Description;
Item Purchased Price;
Sourcewell Administrative Fee Applied; and
Date Purchase was invoiced/sale was recognized as revenue by Supplier.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.
The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.
Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.
In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.
Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.
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10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract upon thirty (30) days’ advance notice to Supplier. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.
B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.
C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.
D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.
E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.
F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.
11. INDEMNITY AND HOLD HARMLESS
Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of the Supplier’s negligence, willful misconduct, or violation of law, in the course of their performance of this Contract by the supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to under this Contract. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.
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NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR
CONSEQUENTAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF OR DAMAGE TO DATA,
LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER
ASSETS, WHETHER OR NOT FORSEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NEITHER PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THIS
AGREEMENT WHETHER IN CONTRACT TORT OR OTHER THEORY WILL EXCEED THE TOTAL
AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY SOURCEWELL TO VENDOR UNDER THIS
AGREEMENT FOR THE YEAR PREVIOUS TO THE INCIDENT WHICH GAVE CAUSE FOR SUCH LIABILITY.
12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract.
13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.
2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.
3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
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such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.
4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.
B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.
C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.
D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.
14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.
15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.
16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.
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17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:
1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.
2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, Sourcewell may terminate Contract as stated herein.
B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. If the default remains after the opportunity for cure, the non-defaulting party may:
Exercise any remedy provided by law or equity, or
Terminate the Contract or any portion thereof, including any orders issued against the Contract.
18. INSURANCE
A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:
1. Workers’ Compensation and Employer’s Liability.
Workers’ Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
Minimum limits:
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$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.
Minimum Limits:
$1,000,000 each accident, combined single limit
4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.
Minimum Limits:
$2,000,000
5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Supplier will maintain coverage for all claims the Supplier may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Supplier’s professional services required under this Contract.
Minimum Limits:
$2,000,000 per claim or event
$2,000,000 – annual aggregate
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6. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.
Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.
Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.
C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.
D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.
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E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.
19. COMPLIANCE
A. LAWS AND REGULATIONS. All Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Services are sold.
B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.
20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.
Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.
21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.
The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60- Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
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1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonfederal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions.
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
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hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.
E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.
G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
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disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.
I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.
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liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.
O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.
P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.
Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.
R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.
Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.
S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.
T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.
22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.
Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
DocuSign Envelope ID: 443CB027-433D-46A7-BC42-6A19334951B3 121923-SHI
Rev. 3/2022 19
Sourcewell SHI International Corp.
By: By:
Jeremy Schwartz Kristina Mann
Title: Chief Procurement Officer Title: Sr. Manager Contracts Date:
3/20/2024 I 10:15 AM CDT
Date:
3/20/2024 I 11:14 AM EDT
Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
DocuSign Envelope ID: 443CB027-433D-46A7-BC42-6A19334951B3 Bid Number: RFP 121923 Vendor Name: SHI International Corp.
RFP 121923 - Technology Products and Services with Related Solutions
Vendor Details
Company Name: SHI International Corp.
Does your company conduct
business under any other name? If
yes, please state:
Address:
New Jersey
290 Davidson Ave.
Somerset, New Jersey 08873
Contact: Tory Pubylski
Email: [email protected]
Phone: 512-983-6502
Fax: 512-983-6502
HST#: 22-3009648
Submission Details
Created On: Tuesday October 31, 2023 09:50:21
Submitted On: Tuesday December 19, 2023 15:26:51
Submitted By: Tory Pubylski
Email: [email protected]
Transaction #: bca2ca3b-8372-44f0-8925-989cf0fc15f1
Submitter's IP Address: 161.69.54.14
Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
DocuSign Envelope ID: 443CB027-433D-46A7-BC42-6A19334951B3 Bid Number: RFP 121923 Vendor Name: SHI International Corp.
Specifications
Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/A" if the question does not apply to you (preferably with an explanation).
Line
Item Response *
1 Proposer Legal Name (one legal entity only):
(In the event of award, will execute the
resulting contract as "Supplier")
SHI International
*
2 Identify all subsidiary entities of the Proposer
whose equipment, products, or services are
included in the Proposal.
SHI Canada ULC is a
SHI Government Solutions is not a subsidiary but is affiliated through common ownership and will be an authorized reseller, if awarded, on the contract. *
3 Identify all applicable assumed names or DBA
names of the Proposer or Proposer's
subsidiaries in Line 1 or Line 2 above.
N/A
*
4 Provide your CAGE code or Unique Entity
Identifier (SAM): *
5 Proposer Physical 290 Davidson Ave. Somerset, NJ 08873 * 6 Proposer website address (or *
7 Proposer's Authorized Representative (name,
title, address, email address & phone) (The
representative must have authority to sign
the "Proposer's Assurance of Compliance" on
behalf of the Proposer and, in the event of
award, will be expected to execute the
resulting contract):
Maya Lynch
Proposal Specialist
290 Davidson Ave. Somerset, NJ 08873
732-754-1554
Kristina Mann
Sr. Manager
290 Davidson Ave. Somerset, NJ 08873
732-564-8536
*
8 Proposer's primary contact for this proposal
(name, title, address, email address & phone):
Victoria
Capture and Business Development Manager
290 Davidson Ave. Somerset, NJ 08873
[email protected]
512-983-6502
*
9 Proposer's other contacts for this proposal, if
any (name, title, address, email address &
phone):
Aimee Ballenger
Sr. Director Contract Capture and Development
290 Davidson Ave. Somerset, NJ 08873
[email protected]
678-708-3906
Amelia Jakubczyk
Director of SLED Contract Capture and Development
290 Davidson Ave. Somerset, NJ 08873
[email protected]
303-882-8012
7/23/2024 7/23/2024 7/23/2024 7/23/2024 7/23/2024 7/23/2024 7/23/2024 7/23/2024 7/23/2024 7/23/2024 4858-7277-0003 v1 7/23/2024 Table 2:
Company Information and Financial Strength
Line
Item Question Response *
Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
DocuSign Envelope ID: 443CB027-433D-46A7-BC42-6A19334951B3 Bid Number: RFP 121923 Vendor Name: SHI International Corp. 10 Provide a brief history of your company,
including your company's core values,
business philosophy, and industry longevity
related to the requested equipment, products
or services.
SHI International Corp (SHI) started as a regional, software-only reseller in 1989. Cofounder Thai Lee has served as SHI's only President and CEO. Under her leadership, SHI has organically grown into one of the largest, privately held, global technology solutions providers in the world-while maintaining the agility and friendliness of a small business.
Headquartered in Somerset, NJ, SHI is the largest woman and minority owned business in the United States with major operations centers in Austin, TX, Milton Keynes, UK, and a growing local presence around the world.
SHI employs more than 6,000 employees split into strategic business units who uphold SHI's mission statement: "We are passionate about delivering exceptional value and experience as we help customers select, deploy, and manage technology." SHI's sales teams are allocated to support International, Global, Strategic, Commercial, Enterprise and Public Sector. Today, over 17,000 corporate, enterprise, government, and academic organizations rely on SHI to support their transformation, collaboration, security, and optimization needs.
Few companies experience the longevity SHI has experienced. In fact, SHI's first customer is still with us today. From the beginning, SHI has focused on innovation, expanding our technology offerings, and professional services. Starting solely as a software reseller, SHI now offers full IT solutions, ranging from software and hardware to cloud migration and strategic planning. SHI has always brought leading edge technology to our customers: from bringing drop-shipping innovation to the IT channel in 1991 to delivering high-value consulting and professional services to help organizations achieve business agility. We work closely with the top manufacturers and participate in several advisory boards to ensure we are aware of new technologies and shifts in technology and that we are transferring that knowledge not only to our customers but also using it to influence how we run our business.
There is a lot to consider when seeking a partner who can help address Sourcewell members' various technology needs. Ability and experience are vital elements in your decision, but you also want a company built on solid principles and values.
That is why our business philosophy focuses on one key concept: Being helpful.
It is an easy claim to make, but at SHI, being helpful goes beyond a simple marketing strategy-it is a core consideration in everything we do. We continuously look for opportunities beyond the contract, including:
• Coordinated expertise and insight to help you find success • Value-added support that exceeds established obligations • Targeted assistance addressing inefficiencies and obstacles, so you can focus on critical priorities
To further demonstrate our commitment, we look toward SHI's core values, which drive our operations and promote a healthy, helpful business culture. We have listed our 10 core values below. With dedication to these values, as well as SHI's focus on remaining uniquely helpful, we can deliver on the trust you place in us.
SHI Core Values:
• Build a culture of diversity, equality, and inclusion • Be accountable and act with integrity
• Seek understanding to support sincerely
• Embrace change, collaborate and innovate
• Show initiative and execute efficiently
• Be resourceful and cost conscious
• Adapt, persevere and succeed
• Learn, grow and teach
• Strive for wellness to achieve balance
• Be bold, be fun, behave and be you
Our goal is to foster a long-term, mutually beneficial relationships with our customers and partners, and we are committed to a collaborative process that is customer centered so that your members can make their IT solution purchases confidently.
Through providing Sourcewell members with the latest technology, cost savings, technical expertise, and compliant procurement, we believe SHI is the ideal partner to support Sourcewell's contract requirements.
*
11 What are your company's expectations in the
event of an award?
SHI is excited to continue our collaboration with Sourcewell and its members! We have had tremendous success growing the value of our first awarded contract and will continue our commitment to expanding the use of this contract, supporting Sourcewell's existing members and educating eligible contract users.
Throughout our current contract, Sourcewell has been supported by a dedicated account management structure that has provided both Sourcewell and its members Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
Bid Number: RFP 121923 Vendor Name: SHI International Corp.
DocuSign Envelope ID: 443CB027-433D-46A7-BC42-6A19334951B3 with a supportive team of individuals, including dedicated Capture and Business Development Manager, Victoria Pubylski, Field Account Executives, Inside Account Executives, and sales leadership, as well as expert support from our technology specialists. Our dedicated sales teams are well-informed on how to use the Sourcewell contract and will continue to promote this contract to ensure both the Sourcewell Cooperative and its members benefit from our relationship.
Given that we are already familiar with Sourcewell and your members we expect there to be a seamless transition to a new awarded contract. We will maintain and grow our successful partnership with Sourcewell, beginning with our immediate actions upon award which include:
1. Supporting and advocating our Sourcewell partnership. Each team member from every Public Sector vertical supports our partnership with Sourcewell and will continue to advocate for the contract with passion and vigor. Our public sector sales force has successfully grown our Sourcewell contract year over year since our initial award in 2019, including an incredible 100 percent growth in the second full year of our contract. Given our position in the public sector market, our expanding sales force, and our passion for advocating the benefits of the Sourcewell contract to new customers, we are confident that we can continue to amplify Sourcewell's reach in terms of the number of distinct members who use this contract and revenue achieved.
2. Develop additional marketing materials and campaigns that articulate the value of the Sourcewell-SHI partnership. As an example, we will employ our Capture and Business Development Team, dedicated to the Public Sector Business Unit at SHI, to notify existing customers and continue to prospect new customers to detail our partnership.
3. Provide training and updates to our entire Public Sector sales and sales support staff about Sourcewell and its members. This training will include contract terms and methodology, pricing parameters, and the value that Sourcewell provides to its members.
4. Connect with current Sourcewell members and listen to members' needs and feedback. Our check-in will ensure that each member's dedicated Account Team is familiar with and accessible to them, in addition to educating members on our value. We will work with each member to understand their business preferences (specific information on a quote, reporting requirements, invoicing/billing requirements, and the like).
5. Finally, we will create a dedicated Sourcewell online catalog that displays the contracted pricing and contract page on our website that will include the Sourcewell awarded vendor logo, a copy of contract documents, a summary of products and pricing, marketing materials, and a link to Sourcewell's website.
We recognize why cooperative contract usage is rising and realize the value of having strategic partners in this space. SHI distinguishes itself from comparable organizations by choosing to partner closely with a select number of cooperative partners, ensuring we offer proactive support rather than stretching ourselves across countless partnerships. To bolster support for our larger contract users, and sales organization, we have established a Capture and Strategy team. This team is tasked with educating our customers and sales team about our available contracts and serving as a primary resource for significant contract holders like Sourcewell.
Your dedicated SHI Capture and Business Development Manager will regularly meet with the assigned Sourcewell Supplier Development Administrator to ensure contract success for both SHI and all Sourcewell customers. These meetings will include updates or changes impacting the contract, a review of contract highlights (like spending, new customers, and new vendors), discussion of any contract concerns, identification of areas for improvement, and sharing our strategies for promoting the contract. We aim to maintain open lines of communication throughout.
Our dedicated Contract Capture and Strategy team will join forces with the Public Sector leadership and sales teams directly to execute these steps.
Primary contacts for Sourcewell include:
1. Tory Pubylski
Capture & Business Development Manager
[email protected]
2. Amelia Jakubczyk
Director SLED Contract Capture and Development
[email protected]
*
Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
DocuSign Envelope ID: 443CB027-433D-46A7-BC42-6A19334951B3 Bid Number: RFP 121923 Vendor Name: SHI International Corp.
3. Aimee Ballenger
Senior Director of Contract Capture and Development
[email protected]
If chosen to partner with Sourcewell, we'll bring fresh and innovative perspectives to your members and anticipate a seamless transition. We pledge to provide personal support for Sourcewell and your members, with devoted Capture and Strategy team members, taking the lead. We will remain flexible and agile in our approach to optimize Sourcewell members' contract user experience.
12 Demonstrate your financial strength and
stability with meaningful data. This could
include such items as financial statements,
SEC filings, credit and bond ratings, letters
of credit, and detailed reference letters.
Upload supporting documents (as applicable)
in the document upload section of your
response.
With over 6,000 employees worldwide, SHI is proud to be the largest Woman/Minority owned business in North America. We maintain more than 30 global offices in North America, EMEA, and APAC. In addition to our global offices, our properties include an integration center, solution lab, and executive briefing center, which are located at our headquarters in New Jersey. In 2022, SHI reached $14 billion in revenue and set the stage for continued exponential growth.
This growth stems from a laser focus on customer service, dedicated and tenured leadership, committed AEs (who live and work in the communities they serve), and a broad spectrum of customers and partners.
Since SHI is a privately-owned company with no bank debt, we are nimble and able to reinvest in our business with integrity and in a way that aligns with our values and needs. SHI continues to invest in new infrastructure, most recently with a state-of-the-art data center integration center. We have also made significant investments in hiring more resources-the people with whom Sourcewell engages.
Our financial strength and stability are predicated on our staunch affiliations within our communities-our relationships with customers, partners, OEMs, and our own SHI colleagues.
SHI's Strengths:
• Agile and adaptive business management
• Diverse, predictable revenue sources
• Strong customer and vendor partnerships
• Steady industry growth
Financial Stability:
• Thirty-three consecutive years of growth
• No long-term bank debt
• Exemplary financials
• Low overhead structure
SHI's Dun & Bradstreet number is 61-142-9481 and we have a 5A3 rating. A copy of our most recent report is attached to this proposal. Additional details may be provided upon request.
*
13 What is your US market share for the
solutions that you are proposing?
We offer our complete catalog of products and services to our customers. Providing a vendor-neutral approach to help customers find the right technology that meets every requirement of their IT environment, one of our greatest strengths is our ability to provide tremendous depth and breadth in choosing the ideal software, hardware, cloud, and other products and services.
Based on the most recent data on the US IT budget, SHI's share is approximately
2.5% of the overall market.
SHI Overall Product Mix
• 60% would be considered software, subscriptions, and cloud-based sales. • 40% would be considered hardware, peripherals and accessories, including devices, servers, storage, and, networking.
Market Share Indicators for Software
SHI is considered the leading reseller partner for many top software publishers such as Microsoft, Adobe, and Trellix (McAfee). Estimating our revenue with these partners, as representative of their partner sales, we would put our share at approximately 20-25%. This would not include sales these software publishers conduct directly with the end customer.
Market Share Indicators for Hardware
Original Equipment Manufacturer (OEM) direct sales to the end customer typically represent a larger percentage of the business. As a result, our overall market share is lower, but SHI is one of the largest hardware resellers in North America. *
14 What is your Canadian market share for the
solutions that you are proposing?
The Canadian IT addressable market for resellers is approximately $100 billion. The largest partner in Canada owns 1%; SHI's share of the market is 0.25%. * 15 Has your business ever petitioned for
bankruptcy protection? If so, explain in detail.
In our 34-year history, SHI has never petitioned for bankruptcy protection. We are a privately held company and currently have no debt. *
Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.
DocuSign Envelope ID: 443CB027-433D-46A7-BC42-6A19334951B3 Bid Number: RFP 121923 Vendor Name: SHI International Corp. 16 How is your organization best described: is
it a manufacturer, a distributor/dealer/reseller,
or a service provider? Answer whichever
question (either a) or b) just below) best
applies to your organization.
a) If your company is best described as
a distributor/dealer/reseller (or similar entity),
provide your written authorization to act as a
distributor/dealer/reseller for the manufacturer
of the products proposed in this RFP. If
applicable, is your dealer network
independent or company owned?
b) If your company is best described as
a manufacturer or service provider, describe
your relationship with your sales and service
force and with your dealer network in
delivering the products and services
proposed in this RFP. Are these individuals
your employees, or the employees of a third
party?
SHI is an Information Technology Value-Added Reseller (VAR), which offers a complete solution to information technology by providing multi-vendor hardware and software along with other vital services. SHI has vast experience and established vendor partnerships that enable it to bring excellent value to Sourcewell and its members. With a diverse partner ecosystem that supports over 15,000 unique publishers and manufacturers, all the leading manufacturers include SHI as an authorized partner.
SHI is authorized to sell hundreds to thousands of brands and products in the scope of this contract. We have included a sample list of authorizations in response to question number 81, and specific OEM or software publisher authorizations can be provided upon request.
Our endeavors naturally resonate with Sourcewell's mission of serving as a 'force multiplier' for its members. This synchronicity is not merely coincidental but a testament to our shared values and common goals. Our expansive network of manufacturer relationships is a direct testament to this alignment. Yet, we understand to truly amplify our impact, we must cater to a diverse range of needs which is why we have forged partnerships with a considerable number of smaller distribution partners in addition to our long-term relationships with the larger distributors. This strategic approach not only diversifies our product and service offerings but also exponentially increases our capacity to deliver value.
SHI has been dedicated to the Public Sector business for the last twenty years, creating solutions that are tailored to the specific needs of State, Local, and Education customers across North America. Therefore, Sourcewell can feel confident that its members will benefit from SHI's collaboration with each Sourcewell member to deliver solutions that are specific to their unique needs.
SHI does not have a dealer network. All business will be supported directly through SHI's sales force in the U.S, SHI Canada in the north, SHI Government Solutions in the State of Texas.
*
17 If applicable, provide a detailed explanation
outlining the licenses and certifications that
are both required to be held, and actually
held, by your organization (including third
parties and subcontractors that you use) in
pursuit of the business contemplated by this
RFP.
Among the thousands of licenses and certifications available within the IT industry, SHI holds a comprehensive number relevant to the scope of this Sourcewell contract. Our teams stay current with licenses and certifications; in most cases, we have the highest available certifications.
We have included a representative sample of manufacturers and the number of certifications held, and specific certification details for individual publishers can be provided upon request.
Acronis - 5 Certifications
Adobe - 7 Certifications
AirWatch - 2 Certifications
APC - 12 Certifications
Apple - 17 Certifications
Arbor - 4 Certifications
Aruba - 3 Certifications
Avaya - 12 Certifications
Blue Coast Systems - 3 Certifications
Bluebeam - 7 Certifications
Bomgar - 3 Certifications
Business Objects - 11 Certifications
CA - 34 Certifications
Check Point - 12 Certifications
Cisco - 44 Certifications
Citrix - 88 Certifications
Commvault - 67 Certifications
Compellent - 5 Certifications
CompTIA - 35 Certifications
CradlePoint - 2 Certifications
DataCore - 1 Certifications
Dell/EMC - 136 Certifications
D-Link- 4 Certifications
Domino - 1 Certifications
Emulex - 1 Certifications
ESET - 3 Certifications
Exin - 2 Certifications
F5 - 8 Certifications
HDS (Hitachi Data Systems) - 4 Certifications
HP - 201 Certifications
HPE - 327 Certifications
IBM - 174 Certifications
IBM hardware - 11 Certifications
Imation/Nexsan - 4 Certifications
ISC2 - 10 Certifications
ITIL - 5 Certifications *
Docusign Envelope ID: 996756C5-760D-42A9-A070-DFD4C8F93BA3 Item #6.9.