Docusign Envelope I D: D2A77A56-0BSE-47 21 -92C2-6D7E01 E 1 3BFB
CITY OF SEBASTOPOL CITY COUNCIL
AGENDA ITEM REPORT FOR MEETING OF December t7,2024
==========================================E==============================-----------------J To: Honorable Mayor and City Councilmembers
From: Fire Ad Hoc Committee and City Administration
Subject: Consideration of Contract Amendment for Scope of Work for City Gate Contract for Fire Department Reorganization ltems for an Additionat Attocation of $25,000 . The FY 24 25 budget has budgeted and attocated $50,000 for Consotidation Negotiation Advising and the City hired CityGates for fire negotiation items. This item requires Counci[ approval for City Managerto sign this contract which is above the purchasing authority. $25,000 witt be transferred within the fire department budget which is within the City Manager's authority. There is no increase to the budget. (Responsible Department: City Manager) =========================================================================================== RECOMMENDATIONS: Add up to 525,000 to contract with Citygate Associates to support analysis of options and recommendations for reorganization of City's Fire Department with the Gold Ridge Fire District and related matters, including expanded staffing.
EXECUTIVE SUMMARY: ln October, with the support of the Fire Ad Hoc Committee, the City entered into an agreement with Citygate Associates to provide analytic support for the potential reorganization of the City's Fire Department with the Gold Ridge Flre District. The contract allows up to $49,991 in expenditures. The City Manager's signing authority for contracts is 550,000. Should the City need additional support, the contract will exceed this authority. Additional funding to support the Fire reorganization is available in the Department budget.
BACKGROUND AND DISCUSSION: The City Council approved moving toward consolidating - or reorganizing - the City's fire services with Gold Ridge in April. We have taken numerous steps to that end, including forming the Fire Ad Hoc Committee to guide this effort, contracting with Gold Ridge for an interim Fire Chief, beginning negotiations with Gold Ridge, approving a resolution indicating our intent to merge, securing LAFCO's approval of initial steps toward reorganization, and initiating an analysis of the costs to improve the Fire Station.
This is a large and complex effort. At the same time, we are considering options to expand Fire Department staffing. With the Fire Ad Hoc Committee's direction, in October we contracted with Citygate Associates to provide assistance in analyzing the financial aspects of reorganization, including comparing the costs of reorganization with the costs of retaining independent fire services. The work with Citygate is well underway and within budget as to our original scope request. That contract allows up to 549,991, near the City Manager's contracting authority of S50,000.
While the work is underway staff now anticipates more detailed drscussions and review with the Ad Hoc, than was first anticipated. Second staff anticipates more outside assistance the preparing of reports and presentations for the City Council, the Fire District and perhaps LAFCO, related additional analytic support, or accommodating additional review and comment from the Ad Hoc or others; the current contract allows for one review cycle and one presentation. All together there is a reasonable possibility that Citygate will exceed the initial contract limit.
Staff recommends adding funding to the contract in case additional work is needed. There is unlikely to be time to do so after the first of the year given LAFCO's timelines for completing the reorganization.
STAFF ANALYSIS: Staff believes that it would be prudent to have additional funds available to support Citygate's work in case they are needed. Staff does not have the expertise and capacity for thorough analysis as Citygate does.
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77A56-085E-4721 -92C2-6D7E01 E1 3BFB COMMUNITY OUTREACH:
This item has been noticed in accordance with the Ralph M. Brown Act and was available for public viewing and review at least 72 hours prior to schedule meeting date.
FISCAL IMPACT: The FY 24-25 budget includes sufficient General Funds for the contract expansion. Additionally, we expect to have approximately $500,000 in to-be-allocated Measure H funds available this Fiscal year to support expanded staffing and other needs in the Fire Department.
OPTIONS: The City could decide to not fund the potential expansion of Citygate's work. The result could be lesser quality analyses and reporting on Fire reorganization.
ATTACHMENTS:
1. lnitial contract with Citygate Associates
2. Proposed Amendment to contract with Citygate Associates APPROVALS:
Department Head Approval:
CEQA Determination (Planning)
Approval Date:
Approval Date:
ed action is n
Ad ministrative Services ( Financial)
Costs authorized in Citv Approved Budset:
Account Code (f applicable)
City Attorney Approval :
City Manager Approval:
rnia Environm
Approval Date:_
M Yestr No ! N/A
Approval Date:
Approval Date: _1,2/9/24_
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77A56-085E 4721-92C2-6D7E01 El 38FB
AGREE,MENT FOR PROFESSIONAL SERVICES
THIS AGREIIMEN'I'. nlade and entered into on 0 ot- LoZ by and between the City of Sebastopol. located in the Clounty of Sonoma, State of Calilornia (City), and Citygate Associates.
LLC (Consultant).
RECITALS:
A. City desires to employ Consultant to fumish professionat senvices in connectiotr rvith the plo"iect described as Financial Analysis of lrile Services'
B. Consultant has represented thal Consultant has thc necessary expertise. experience, and qualifications to perform tlre required duties.
NOW, TIIEREFORE. in consideration of the mutual prelrises, covenanls, and conditions herein contained, the parties agree as follorvs:
SECTION I - I} IC SERVICBS
Consultant agrees to perionn tlre senrices set forth in Consultant Proposal, incorporated helein as Exhibit A, ,,Scope of Sef ices" and made part of this Agreetnent.
SECTION 2 - ADDI'TIONAL SERVICE,S
Consultant shall not be compensated for any services rendered in connection with its perfonnalce of this Agreement which arc in addition to or outside of those set forlh in this Agt'eemcnt or Exhibit A, .,Scope1f Services", unless such additional serviccs and compensalion are aulhorized in advance and in u,riting by the City Council or City Manager of the City.
SECTION 3-- TIME FOR.,COMPLETION
'l"he lime for completion of services shall be as identified in Exhibit A, "Scope of Services", SECITION 4 - COMPENSATION AND METI{OD OF PAYMEN'I'
A. Subjcct to any limitations set lbrth in this Agreement, City agrces 1o pay consultant the amount speciiicd under ;'pro.icc1 Fees" as pa( of Exhibit A. "Scope of Services". attached herelo and made a part hereof. Total cornpensation shall not exceed a total of $49,991, uttless additional compcnsation is approved in accordance wiilt Section 2.
B. Consultant shall furnish to City an original invoice for all wolk performed and expenses incurred during the preccding month. The invoice shall detail charges by the following categories i{:
applicable: labor (by sub-category), travel, materials, equipmcnt, supplies, subconsultanl contracts, ald miscellaneous expenses.
-ity shall independently review each invoice sublnittcd to dctertnine whether the work peifonned, and expenses incurred are in compliatice ivith the provisions of this Agreement. If no charges or expenses are clisputed, the invoice_shall be approved and City will use its beit cl.lorrs to cause Consulrant to be paid u'ithin 30 days of receipt of invoice. If any charges or expenses are disputed by City. the original invoice shall be rsturned by City 1o Consultant Ibr coir.ection and resubmission. I1:the City rcasonably dctennines, in its sole judgment,lhatthe invoioed Page I of l0
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77A56-085E-4721 -92C2-6D7E01 E1 38FB charges and expenses exceed the value o1'the services performed to date and that it is probable that the Agrccrnent will not bc cornpleted satisfactorily within the contracl price, City may ietain all or a porlion of the invoiced chargcs and expenses. Within thirly (30) days of .satisl-actor.y cornpletion of the project" City shall pal,the retairred amount, if any, to Consultant, C. Paymellt to the Consultant lbr work perfonne<j pursuant to this Agrcement shall not be deelned lo rvaivc any dcfccts in work perlormed by consultant.
SECTION 5 _ STANDAI{D OF PBITFORMANCE
Consultant reprcsents and rvarrants that it has the qualifications, experience and lacilities llecessary to properly perform the services required under this Agreement in a thorough, conrpetent and professional tnanner. C'onsultant shall at all times laithfully, compctcnlly and to thc bcst of its ability, experience and talent. perfbrnr all services described heiein, ln mecting irs obligations under this Agreemenl" Consultant shall etnplo5,, at a rninimurn. generally' accepted slandords and practiccs utilized by persons engagcd in providing services similario those required of Consultant uncler this Agreement.
sEC't'ION 6 _ INSPECTION AND IIINAL AC PTANCB
City rnay inspecl and accept or re.ject any of Consultant's work under this Agreelrent, either during perfotmattce or when cornpleted. Clity shall reject or finally accepl Uonsultanl's rvork within sixty (60) days after subrrritted to City, uttless the parties rnutually agree to extend such dcadli'e. City shall reject work by a timely written explanation. olherwise Consultant's work shall be deemed to have been acccpted. City's acceptance shall be conclusive as to such work except with respect to latent defects and fraud. Acceptance of any of Consultant's work by City shall not constitute a waiver olany of the provisions of this Agreement inclucling, hut not limitecl to, the sections pertaining tl indcrnnification and ins'.rrance .
Consultant shall prccure and maintain for the duration of the contract insurance against claims Ibr injuries to persons or damages to property which may arise from or in connection u,ith the performance of the work hereunder by the Consultanl, its agent-s, representatives, or ernployees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be a1 Icast as broacl as:
1. Commercial Gencral Liability (CGI-): Insurance Services Office Form CG 00 0i covering CGL on an "occurrence" basis. including prociucts and cornpleted operations, property damage, bodily injury. and personal & adverlising injury with limits no lsss than $2,000.000 per occurrence. lf a general aggregate lirnit applics. eitherthe general aggregate limit shall apply separately to this projcct/locatiorr (lSO CG 25 03 or 25 04) or the general aggregate lirait shall be twice the required occurrence limit.
2. Automobile Liability: lnsurance Services Officc Form Number CA 0001 covering, Code 1 (any aulo), or if Consultant ltas no owned autos, Code 8 (hired) and 9 (non-owncd), with lirnit no less than $1,000,000 per accident fol bodilv injury and property darnage, 3' Workers'Compensation insurance. as lequirerJ b1,the State of Coliforniu, r.vith Statutory Linrits, and Emplol,er's l-iability lnsurance with limit of no less than $1,000.000 per accident
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77A56-085E-4721 -92C2-6D7E01 E1 3BFB lior bodily irrjurl' or disease'
(Not required if consultanl provides writlen verification that it has no employees)
4. professional Liability (Hrrors and Omissions) lnsurance appropriatcs to tlre Ctlnsuhanl's p;ofcssiori, rnitft limit no lcss than $2,000,000 pcr occurrence or claim. $2,000,000 aggregate.
The Retr.oactive Date must bc shor,r,rt and mttst be before the date of the contract or the bcginning of'conlract work. Insurance must be tnailrtaincd and evidence of insurance must be provided for at least five (5) years after cornpletion of the cotttract of work. If coverage is canceled ol.pon-rene\ved, and noi replaced with another claims-made policy folm with a Retroactive Date prior to the contract clfcctive date. the Consullant must purchase "extended reporting" coverage tbr a rninimum olfive (5) years a{'ter cornpletion of contract work. A copy of the clairns lepo(ing requirements must be subrnitted to the City of Sebastopol for review.
If the Consultant maintains broader coverage and/or higher lirnits than the minimurns shown above, the City of Sebastopol requires, and shalI be entilled to, the broader coverage andlor higher limits maintaincd by tlre Consultant, Any available insurattce proceeds in excess of the specified minimu:n limits of insurarrce and coverage shall be available to the City of SebastoPol.
Other Insu rancc Provisions
Th. tu**r,1*f"licies are to contain, or be endorsed to contain, the following provisions:
'l'he Cit1, of Setastopol, its officcrs, olficials, ernployees, and voluntcers are to be covered as a<jditional ilsureds on the CGl. policy with rcspect to liability arising out of u'ork or operations perfornred by or on bchalf of the Consultant including materials, parts. or cquiprrlen{.ltrnished in connection with such work or operations'
General liability coverage can bc provided in the fbrm of an endorsement to the Consultant's insur.ance at least as broad as one of the lollowing ISO ongoing operations Forms: CG 20 I 0 or CG Z0 26 or CG 20 33 (nor allorved from subcontractors), or CIG 20 38; 33! one ol'the fbllowing ISO conrpleted operations Forms: CG 20 37 .20-79 (not allowed from subcontraclors), or CG 20 40.
Primat"\' Covcragc
lrr="y .l"l*--.lrted to this contract. the Clonsultant's insuraltce coverage shall be prirnary insurance coverage at least as broad as ISO CG 20 0l 04 1 3 as respects the Citl' of Sebastopol, its ol.ficers. officials, employces, aud volunteers. Ariy insurance or self-insurance maintaincd by the City of Sebastopol. its officers. officials, employees, or volunleers shall be exccss of the Consultant's itrsurance and shall not cotrtribute with it.
Notice of ncellation
Consultarrt shall provide imnrcdiate rvritten notice
ternrinated, (2) the limits of any of thc rcquircd po
insured retention is increased. ln lhe event of any
if (l) any of the required insurance policies is
lices are reduced; (3) or the cleductiblc or selfcanccllatiort or reduction in coveragc or lirnits of any insurance, Consullant shall fbrthwith obtain and submit ploof of substitute insurancc.
Waivcr of Subrosatiqn
C**,lt*1h"*'b),gl?nts to the City o1'Sebastopola u,aiver of'any righl to subrogation which any insurcr of said Colsultant rnay acquire against the City of Sebaslopol by virtue of the paynrent of anv loss uncler such insurance. Consultant agrees 1o obtain any endorsetncnt that nray be ncccssary to affect tlris rvaivcr of subrogatiorr, but this provision applies regardlcss of rvhethe r or not the City of Sebastopol has received a waiver of subrogation etrdorsement from the insurer, However, the Wor,keri'Corlpelsation policy shall bc cnclorscd rvith a waiver of subrogation in favor of the City of Sebastopol {br all work per{brrned by the Contraclor, its employees. agents, and subcontractors.
Page3ofl0
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77A56-085E-4721 -92C2-6D7E01 E1 3BFB Self-Insu red Iletentions
Self-insured retentions must be dcclared to and apploved by the City of Sebastopol. The City of Sebastopol may requirc the Consultant to provicle proof o1'ability to pay losses ancl related invcstigalions, claim adrninistration, and def-ense expenses rvithin the retention. The policy, lnnguagc shall provide, or be endorsed to provicle, that the self-insured retention may be satisl=ied bv either t[e named insured orthe City of Sebastopol.
Acccptabilih' of I nsu rers
Insurance is to be placed with insurels authorized 1o conducl business in the slate r,r,itlr a current A.M. l3est's rating of no less than A:VII, unless otherwise acceptable to the City of Sel.rastopol.
Verifi cation of Covera.qc
Consultant shallfulnish the City of Sebastopolwith original Certificates ollnsurance including all rcquired amendatory errdorsentertts (or copies o1'the applicable policy language effecting reqtriled by this claurse) and a copl'of "ou*iug" the Dcclarations and Endorsement l;age of'the CGL policy listing all policy endorsements to the City of Sebastopol before work beginsl Hou,ever. failure to ohlairr the reqrrired docttments prior to the u'ork beginning shall not rvai\,e the Consultant's obligation to provide them. The City of Sebastopol reservcs thc right to require complete. certifiecl copies of al1 required insurance policies. including enclorsenrents requiled by these specilications. at any time,
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance, rneeting all tlre requiretnents stated herein. and Contractor shall ensurc that the City of Sebastopol is "an
additional
ilrsurcd urr irrsurancc requir.ed fl.om subconl.raotors, Snccial Risks or Circumstances
The City of Sebastopol reserves the right to modily these requircrnents, including limits, based on the nature ofthe risk, priol experience. insurer. covcrage, or other special circum-stances.
SECTION 8 _ INDEMNIFICATION
A. ConsLrltant shall indernnify and hold harmless City. its agents, officers. officials, employees. and volunteers liorn any and all clainrs, demands. suits, loss, damages, injury. and/oi liability (including anv and all costs and expenses in connection therewith). incurLe.-d by reason of any rregligetrt or olherwise wronglul aol or omission of Consultant. its officers, agents. employecs ani subcontractors! or ar)v of ther', under or in connection with this Agreement; anJ consultant agrees at its orvn cost, expense and risk to defcnd any and all clairns. actions, suits, or other legal proceedings brought or instituled against City, its agcnts, olficers, officials. ernployees and volunteers, or ony ot them, arising out of such negligent or otherwise wronglulact or oniirrion, and to pay and satisfy any resulting judgments.
B. When Consullant urrder this Agreement is duly licensed urrcier Caliibr.nia Business anr1 Professions Codc as an architect, landscape architect, profbssional engineer. or land surveyor (.,dcsign profcrssional"), the provisions of this sectio'regarding consulta't's rJuty to clefe'cl arrtl intlemnily apply only to clairls that arise out of or relale 1o the negligence, recl<lessness. or willhrl misconduct o I the design professional.
C. If any action or procecding is brought againsl Indernnitees by reason of any of the matters against which Consultant has agreed to indemnify Indernnifees as providerl ahove, Consultant, up3n notice fi'orn City, shall defend Indemnitees at Consultant's expense by counsel acceptablc to Cit);, such acceptance not to be unreasonably rvithheld. lndemnitees nced no1 have first paid for any-of the tnatters to which Indemnitees are entitled 1o lndemnification in order 1o bc so indemnified. The
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77A56-085E-4721-92C2-6D7E01 E1 3BFB i*surance requil.ed to be maintained by Consuhanl shall ensure Consultaut's obligations under this secrion, but ihe lirrits of such insurance slrall not limit the liability of Consultanl hereunder. 'flre provisions of this section shall survive the expiration or earlier termination of this Agreemeltt.
D. The provisions of this section do not apply to claims to the extent occurring as a result of the City's sole negligellce or willful acls or rnisconducl. oN9- ENT IT ST
A. Colsultant is and shall at all timcs rernain a ivholly independent conlractor and not an officer. ernployee. or agent of City. Consultant shall have no ar-rthoritl, to bind City in any manner' nor 1o incur an obligation, debt or liability of any kind on behal{'of or against City. rvhether by contract or otherrvise. unleis such autlrority is expressll, cont t'r"d under this Agreenrent or is otherwise expressly conferred in writing by City.
B. The persotrnel perforrnirrg the sen,iccs under this Agreenrent orr behalf of Consultant shall at all tirnes be under Clonsultant's exclusive direction and control. Neither City. nor any electcd or appointed boards. officers. offic,ials. emplo-vees oragents of City, shall havecontrol overthe colrduct of'Consultant or any of Consultant's officers, employees or agents, except as set fbrth in this Agreemelt. Consultant shall not at any time or in any lllanner represenl that Consultant or an1'ol Consultant's officers, ernployees or agents are in any fflallner officials, officers, employees or agents o1'City.
C. Neither Consultant" llor any of Consultanl's officers. ernployees or agellts, shall obtain an1' rights to retircment^ health care or any other bertefits rvlrich tray otherwisc accrue to City's ernployees' Consr,rltanl expressly waives any clailr Consultant may ltave to any such rights.
SECTION 10 - CONF'LICTS OF INTERESJ
A. Consultant covenants rhat neither it. nor any officer or principal ol its fit'm, has or shall acquire any interest, directly or indircc1l1,, rvlrich would conflict in attl, manner with the interests of City or which rvould in any way hinder Consultarrt's perlbrmance o1'services under this Agreernent.
Consultant further covenants thal in the pcrlormancc of'this Agreerncllt. no person having a:ry such interest shall be emprloyed by it as an oificer, employee, agertl. or subcontractor rvithoutthc express n,ritteu cor.Isent of the City Manager. Consultant agrecs to at all tirnes avoid conflicts n'ith the interesls o1'City in tlre performance of this Agreentctrt.
B. City unclerstands and acknowledges thal Consultant is, as of the date ol'execution of this Agreement, irriependently invoh,ed in thc pcrformance of nolt-relaled services fbl olher governmental ag-encies and private parties. Consultant is aware of any stated position o1'City relative to such projccts.
Any fufure p6sition of City on suclr pro"iects shall not be considered a conllict of interest for purposes of this section.
SECTI il -ow I{IP OF DOCII t\4ENTS
A. nll origirral maps. models, designs. ch'awings. plrotograplis. sludies, surveys. reports, data. notes, colltpr.rtel des, files and other documcnls prepared, developed or discovered by Consultant in the course of providing any,sen,ices pursuant to this Agrcemenl shall becornc the sole propelly of Citl' and may be used, reuied or othel.\,isc disposed of by City u,ithor.rt the pcrmission of the oonsultant.
Pagc -5 of l0
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77456-085E-47 21 -92C2-6D7E01 El 3BFB When requested by City, but no later than three years after pro.iecl completion. Consultanl shall deliver 1o City all such originalmaps, models, designs. drawings, pirotograpiri, studies, surveys, reports, data, notes. colnpuler files. files and other docurlents.
B. All copyrights, patents, trade secrets, or other inteilectual property rights associarcd with any ideas, concepts, techniques, iuventions, processes, improvements, deveioprrents, works of authorship, or other products developed or created by Consultant during the course of providing services (coilectively the "Work Product") shall belong exclusively to City. The Work product slrall be considered a "work made fcrr hire" within the rneaning of Tirle 17 of the Unitcd States Code.
Without reservation, limitation, or condition, Consultant her:eby assigns, al thc tirne of creation of the Work Products, without any requirement of further consideration, exclusively and pcrpetually. any and all right' title, and interesl Consultant may have in the Work Product ihroughout the world, including without lilritation any copyrights. patents, trade secrets. or other intellectui property rights, all riglits of reproduction, all rights to create derivative works, and the righr to secure rigistrarions, renewals, reissues, and extensions lherecif,
NFO TI
A. All information gained or work product produced by Consultant in performanoe of this Agree:nent shall be considered confidential, unless such information is in the public domain or alrea6y knowtt to Consultant. Consultant shall not release or disclose any such inlonnation or work product to persons or entities other than City rvithout prior written authorizalion frorn the City Manager, exccpt as lxay be required by law.
B. Consr-rltarrt, its officers, employees. agents or subcontractors, shall no1. without prior u,ritten authorization from the City l\4anager or unless requested by the City Attorney of Cit1,. voluntarill, provide declarations, letters of support, testimony at depositions. response to interrogatories or other inlormation concenting the t"'ork perfr:rmeci un<Jer this Agreernent. R"rpo,',ra to a subpoena or co,"*-t order shall no1 be considered "voluntary" provided consultant gives City notice of such coufi order or subpoena.
UL
C. lf Consultant, or any oificer., ernplo;,gs. ageltt, or subcontractor of Consultant, provides anv infbrrnation or rvork product in violation of this Agreement. then City shall have the right tt leimburscment and indernrrity from Consultant for any damages, costs and lees, including attorney's fces, caused by or incun.ed as a result of Consultant.s concluct.
D' Consultant shall promptly notify City should Consultant, its olJlcers, employccs. agents or subcontractors be served with any sun'unons) complaint, subpoena, notice of deposition. requestfbr docutnents, interrogatories, request for admissions ol' other discovery request, cou11 order or zubpoena from any party regardirrg this Agreenrent and thc work pcrformed thereunder. City r.etaius the right, but lras no obligation, to replesent Cunsultunt or bc prcscnl al any dcposition, hearing or similar proceeding. (lonsultant aglccs to coopcrale firlly rviih citi,6n6 tt provide cit),with1he opportunity to review any response to discovery requesrs provided by Consirltant. Ilouever. ihis right to review any such responsc does not irnply or mean the right by City to control, direct, or rewrite such response.
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77 A56-085E-47 21-92C2-6D7E01 E1 38FB SECTION 13 - SUSPEn*SION OF WORK
City may, at any time. by ten (10) da1,s written notice suspend furlher perlormance by Consultanl. All suspensions shall exknd tlre lime schedule lor performance in a mulually satislactory nlanrler and Consultant shall be paid for services pcrformed and reirnbursable expcllses incurrcd prior to tlte suspension date.
SECTTON 14. COMPLIANCE WITH LAW
Consultant shall keep itsell- inl'ormed of and comply with all applicable f'ederal, state and local lara,s, statules, codes. ordinanccs. rcgulations and rules in effect during the ternr of this Agrecmeni.
Consultanl sfiall obtairr any ancl all licenscs, permits and autlrorizations necessal)i to perfoltn thc services set forth in this Agreernent. Neither Cit,v, nor any elected or appointed boards, officers, officials, emplol,ees o. "g.nt, of City, shall be liable, at law or in equity. as a result of any failure of Consultant to comply wilh this seciiotr.
SECTI t5 - col\,lPL,I CE WITH CIVIL RIGHTS
During the pcrfonnance of this colllract, Consttltant agrees as l'ollou's:
A. ll.ciual [r]lde),!rcrrt Opportunit]'. In cotrlrection with the execution o1-this Agreetrrctrt, Consullant shall not discriminate against any employee or applicant for ernployLnent because of race. religion, color., ancestrl,. age, sexual orientation, physicat handicap, rnedical condition, marital status, ,.*io;. national origin- Such actions slrall include, bul not be limited to, the following: employment, promotiou, ,pgro.Jing, dcrnotion, or transfel; recruitment or rccruitment advefiising: layoff or ierrninafion: iute of puy or otlrcr fonns of compensation; and selec{ion for training inoluding apprenticeship.
B. Nondiscrimination Civil Rights Act qf 1964. Consultanl r,vill cornply wirh all fcderal regulations relative to nondiscrimination to f'ederally-assisted progralns.
C. t0rls ln
solicitarions, either by cornpetitive bidding o[ negotiatiorts, nade by performed uniJer a subcontract, ilrcluding procurelllent of materials or potential subcontractor, supplier. or lessor shall be notified by Consultant uncler this Agreement and the regulations relative to nondiscrimination. o In all
Consultant for worl< to be
leascs of equipment" each
of Consullaut' s obl igations
SECTION 16 - RECORDS
A. RccorcJs of Consultant's dircct labor costs, payroll costs. attd reimbursable expenses pertaining to this ploject covercd by this Agreement will be kept on a gcncrally recognized accounting basis and made available to City ii'and when required lor a period of up to 3 years from tlic date of Consultant's fi nal invoice.
B. Consultanl's records and design calculations rvill be available for exanrination and audit if and as rcquired. The coslof any reproductions shall be paid by City.
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope I D: D2A77A56- 08SE-47 21 -92C2-6D7E01 E1 38FB SECTION I7 - COOPERATIO BY CITY
All public infonnation , dara, repol'ts! records, and maps as al'e existing and available to City as public records, and which al'e necessary for carrying out lhc work as outlined in the Exhibit A. ,,Scope of Sert'ices", shall be furnishcd to Consultant in every reasonable way to facilitate, ra,ithout undue dclay, tlrc u,ork to be performed under this Agr.eement.
SECTION I8 _ NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered. or sent by facsimile or first class mail. addressed as follows:
To Cit1, City I\4anager
7120 Bodega Ave
Sebastopol, Califbrnia 95472
To Consuhant: Citygate Associates, LLC
ATlN: Chad Jackson. president
600 Coolidge Drive, Suite 150
Folsom, CA 95630
gi+U klg11@slfjgarcasso!:i 11!gs_gqp1
Notice shall be deetned effective on the datepersonally delivered ortransmittecl by lacsimile or. if'rnailed. three (3) days after deposil in the custody of the U.S. Posral Service.
SECTION I9 TER'I{INATION
A. City tnal' tcnninate this Agreemenl, with or u,ithout cause, at any time by giving ten (10) davs writtetr notice of termination to Consultant. If such notice is given, Consulunt shall cease inrmediately all work in progress.
B' If either Consultant or City failto perfblrn any material obligation uncler this Agreemenr. thett, in addition to any other remedies. either Consultant. or City may terminate this Agreement immediately upon wriften noticc.
C. Upon termination of this Agreernent by either Consultarrl oL City. all property belonging to City u'hioh is in Consullant's possession shall be delivered to City. Consultant r6ulj fuinirtt to Ciry a frnal invoice lbr u'ork performed and expenses incurred by Consultant. prepareci as set for-th in this Agrccmcrrt.
SECTION 20 _ ATTORNEY FEES
If litigation or other proceeding is required to enforce or interpret any provision of this Agreetrent, lhe prevailing part)/ in such litigation or otlier proceeding shafl be .niitt-.6 to an arvard r:l reasouable attollteys' fees, costs atd expettses, in adclitiulr [u arry uthcr rclicf tr-r w6icl it rnay be entitled. In addilion, any legal fees, cnsts and expenses incumeci to enforce the prorrisions of this Agreemerrt shall be rcimbursed lo tlre prevailing party.
Page8ofl0
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77 A56-085E-4721-92C2-6D7E01 E1 38FB SECTION 21 _ ENTIRE AGREEMENT
This Agreement. including the attached Exhibits. is the entire, complete, final and exclusive expression ofihe parlics rvith respcct to thc lllattets addressed therein alrd supersedes all other agiecments or uriderstanclings, whether olal or writtcn. or entered into betrvcen Consultattt arld City piior to the cxecution o1'this Agreenrent. No statemcnts, representations or other agreelnents, whether oral or written. rnade by any pafiy which are not embodied herein shall be valid and binding unless in wliting duly executed by thc parties or tl'reir ailthorized representatives.
SECTTON 22 - SUCCESSORS AND ASSIGNS
This Agreernent shall be binding on lhe heirs, executors. administrators, successors and assigns of the parties. IJotvever, this Agreenrent shall not be assigned by Consr-rltant without rvritten consent of the City.
SECTION 23 - CON'TINUITY OF PERSONNEL
Consultant shall makc every reasonable effort to ntaintain the stability and continuity of Consultant's skff assigned to perfonn the services requircd under this A$reetttetrt. Corrsultant shall notily City of any clranges in Consultant's staff assigned 1o perform the sen,iccs requiled undcr this Agreement, prior to any such perlormancc'
SECTION 24 _ DEFAULT
In the evenl that Conspltanl is in default underthe terms of this Agreenrettt. tlre City shall not have any obligation or duly to continuc compensating Consultanl for any work perfonned alter the date of default and rnay termilrate this Agreemeut immediately by rvriltcn noticc to Consultant.
SECTION 25 - WAIVER
Waivcr by any party to rhis Agreement of an)/ term, condition, or covenanl of this Agreemenl shall rrot constitute a waiver of any othel term, condition. or covenanl, Waiver by anl' party of any breach of thc provisions of this Agreement shall not constitute a waiver of any otlier provision. nor a waiver of any subsequcnt breach or violatirxr of'any provision of this Agreemetrt. Acceptance by City of any work or r..r,i"., by Lionsultant shall not constitttte a waiver of any of llte provisions of this Agreement.
SECTION 26 - LAIV TO GO\/EIINr VENUE
This Agrcernenl shall be interpreted" oonstrued and governed according to the laws of the State of California, In the eyent of litigation bctween the pafiies, \1enue in state trial courls shall lie exclusively in thc County of Sonoma. ln the event of litigation in a U.S. District Coltrt, venue shall lie exclusively in the Northern District of Clalil'ornia. in San Francisco.
Page9ofl0
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77A56-085E-47 21 -92C2-6D7E01 E1 38FB SECTION 27 _ EVERABILITY
lf any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
SECTION 28 - SPECIAL PROVISIONS
This Agreement is subject to the following specialprovisions: none.
IN WITNESS WHEREOF, the parties hereto have accepted, made, and executed this Agreement upon the terms, conditions, and provisinns ahove sfated, the day anrl year firsf ahove written.
Consultant: City
B
Nane : Chad Jack
Title: Ptesident
Name: S
Title: City Marragcr
Aporoved as to Form
/M'%'" By:"U
Name:Alex Mog
Title: City Attorney
Page l0 of l0
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77A56-085E-47 21 -92C2-6D7E01 E1 3BFB c
EXHIBIT A: Scope of Services
I
A
TYGATE
ssoclATES
600 cooLlDGE DRlvE, sulTE 150 . FoLSOM, CA 95630 " PH (916) d58-5100 " FX (916) 983'2090 October 4.2024
Don Schrvatz, City Manager
Mary Courley, Assistant City Manager
City of Sebastopol
7120 Bodega Avenue
Sebastopol. CA 95472
dsc hq'a rlz-rriic it I scbilsl onrtl .ltlr,
r:rgqu Ll c)'it!c i t vol.scbast opo l*gg1
Rr: PRorOSAL'rO COr,lnuCr n FtN.txCIAL ANALYSIS Or FtRp SnnvtCuS Dear Mr. Sehwafiz and Ms. GourleY:
Citygate Associales, LLC (Citygate) is pleascd to present this cost ol'serviccs proposal letter to assist the Citv of Sebastopol, CA (City) with a Financial Analysis of Fire Services. This letter responds to your requests frotn our meeting on Septemb et 26tt'.
Pnolecr Unoensranolne
We understand the City needs two comparative sets of analysis completed quickly. The first analysis would be to examine the feasibility and cost implications to the City to maintain an operational and fiscally sustainable iridependent fire sen,ice. This would irrclude an "as-is'i analysis and projection assuming expansion of covgrage and services within thc City' while remailing independent. The second analysis would be to examine lhe cost implications should the City agree to a proposal from Gold Ridge Fire District (District) to annex the City. 'l'he two options will provide a side-by-side. bottom-line comparison ol'services and fiscal imphcb. Both analysis sets rvill include near and long-terrr fiscal impacts for 3-10 years based on sufficiency of data.
Scope oF SERvtcES
Citygate's work rvill bc conducted in up to five tasks under the dilection of the City lV'lanager and ,1.r" giry Fire Ad Hoc Cornmittee (Ad l-loc Clommittee) as follorvs. The first two tasks wili provide the City with enouglr infornation. on a tight timeline, to make an infbrnied decision on which path to pursue to success.
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77456-085E-472't -gZC2-6D7E01 E1 3BFB <
Don Schtvartz and Ailary GourleS,
Ocrober 1, 2021
Task 1 * lnitiate and Manage the Project
1.1 Request and Review Department Information
O At the staft of the project, Citygate will develop and submit a request for documentation relevant to this project. including prior studies, contr.acts, costs, revenues and incident demands.
a Citygate will utilize Dropbox (an online file sharing selvice) ro make it convenient for the citv and District staff to provide requested documentatior-r.
Listening Engagement
a Upon review of the City and District documenls. Citygate will virtually interview key City and District staff identified by the City for follow-up understanding regarding the provision and cost rnodeling of serviccs.
Ongoing Proj ect Management
a Throughout the project's duration, we will monitor engagement progress and cornpletion of lasks, including providing monthly written statlrs repons and Biweekly emails and oral communications as needed.
1.2 Task 2 - Detailed Analysis of Options
2.1 Analyze Service Provision and Cost Options
In this task. Citygate will analyze the independent and annexed service provision and cost options.
This work includes analyzing financial irnpacts of personnel, facilities. capital equiprnent, replacement funds, and any other long-ternr cost exposures. Anatysis wilt include shoft-term expansion of city based fire services.
lf' the City's separate adequacy analysis of the fire station is completed in tirne, Citygate will incorporatc those findings as appropriate.
The level of fire services analysis will consist of 4 staffing Sccnarios:
O lndependent city provided services at2.0 or 3.0 staff per day t Merged fire serviccs with the Gold Ridge Fire District at 2 0 or 3.0 staff perclay.
1.3 iltr ITYGATE
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77A56-085E-4721 -92C2-6D7E01 E1 3BFB Don Schtvartt and .\.{ary Gourlel'
October 1, 2021
Pag,e 3
11 Conduct Mid-Project Briefing
+ Citygate will conclude our analysis with the preparation ol' a key findings and draff recommendations briefing, Citygate will conduct a virtual bricfing of the preliminary findings for City Ad Hoc Committee, to include a discussion of any anomalies in the data and the resolution of any remaining issues. t Pursuant to input received l'rom the Ad Hoc Committee, Citygate will make any data-driven changes and then refinements, if needed.
Task 3 - On-Going Assistance to Assist the City with the Ghosen Direction
3.1 Implementation Analysis
Upon completion of Task 2, Citygate will be available for the City to delegate ongoing analysis work, peer review of documents, and/or drafting rcports' Citygate will provide coaching and/or assistance as needed in discussions with the Fire District.
Task 4 - Draft and Final Reports
4.1 Prepare and Submit Draft Report with Bxhibits
If desircd, the Citygate team can prepare a Draft Repofi, including fiscal exhibits, after the firral analysis is corrplete. This Draft Report will include:
i An Executive Summary describing lhe nature of the repofi, the rnethods of analysis, the primary findings. and critical recommendations
a Detailed nanative analysis of each report componenl structured in easy-to-read sections, accompanied by explanatory support to encourage understanding by both staff and civilian readers
O Clearly designated recommendations highlighted for easy ref'erence a Supportive chafts. glaphs, and diagrams, where applopliate + Appcndices, exhibits, and attachments, as necessal'y
Upon cornpletion of the Draft Report, an eleclronic version in Microsoft Word will be sent to the City's projer:t reprcsentativc for comments using the "track changes" and "insett conrments" tools' a
o
tttt
ITYGATE
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77A56-085E-4721 -92C2-6D7E01 E1 3BFB Don Sclwartz and A4ar7, Gou'leS,
Octoher 4, 2024
4,2 Review Draft Report with City Ad IIoc Comnrittee
a Citygate's normal practice is to review the Dralt Reporl with managcrrent personnel to ensure that the factual basis for the recommendations is correct and to allow tirne for a llrorough review. In addition, Citygate takes time to discuss any areas that require further clarificatiorr or arnplification. lt is during this tirne that understandings bcyond thc rryritten text can be comrnunicated.
Citygatc will facilitate a videoconference review of rhe Draft Report with City Ad Hoc Committee,
Fact-check as needed with District.
4.3 Prepare and Deliver Final Report
4.4 a The process of Fjnal Reporl preparation is an irnportant one. Implicit in this pr.ocess is the need for a sound understartding of how the review was conducted, what issues rvere identified, il'hy the recommendations u'ere made. and hou, implementotion should be accomplished, including next steps.
a Citygate will prepare arrd submit an Executive Sumnrary and Final Report, including appropriate exhibits as needed.
Final Report Presentation
Citygate will present key elements of the Final Report in one on-site meeting sfiould the City so chose. The briefing will use Microsoft PowerPoint to an audience as deterrnined by the City's project representative. 'l'he presentation will include the following:
findings, and critical recommendations.
rnaps, where appropriate.
provided to the City at the conclusion of the presentation(s). a
a
a
rlll
c 1.1J.9.+.I E
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77A56-085E-4721-92C2-6D7E01 E1 3BFB Don Schtarlz and !r4ar1t GourleSt
October 1. 2A21
PRoJECT TIMETINC
Citygate is availablelo stanthis engagernenl upoll execution of acontract forservices in October 2A24. and we cxpect fie first two lasks to take two months (eight rveeks) of which up to the first two weeks consists of the City and District providing the requested backgrourrd information, Sruov CoruponeNTs wtrH WstcH THE ClrY Musr Asstsr
City staffhave the best capability to collect much oi'the required data that can assist lhe Citygatc study. Therefole. Citygate asks the City to assist with:
a Providing data and documents describing the organization, services, budgets. expenses and perforrnance rneasures, and other infbnnation as requested by Citygate, as available
O Identifying a sirrgle point of contact for this project Pnorecr Fees
Our charges are based on ac(ual time spent by our consultants at their established billing rates. plus reinrbursable expenses incurred in conjunction with travel, printing, clerical, and support services related to the engagelnent, We u,ill undefiake this study for a "not-lo-exceed" total cost based on our Work PIan arrd Scope of Work as follows:
+l.,ocal oonsullant travel cosl lor one on-si1e nteelilrg.
The combined cost fbr Tasks 1 and 2 is $25,596.
This cost proposal refiects our best effbrt to bc responsive to the City's needs for this project. If our proposed scope of work and costs are nol- in alignment with City needs or expectations, we are open to discussing modifications.
rlll
$8,130 $610 $0 $8,740 1 - lnitiate and
Manage the Project
$15,680 $1,176 $0 $16,856 2 - Detailed Analysis
of Options
$756 $0 $10,836 3 - Ongoing
Assistance $10,080
$935 $1 65. $'13,559 4 - Draft and Final
Reports $12,460
Total $46,350 $3,476 $165 9119,991
Consulting Fees
of Project Team
Administration
(7.5o/. ot Hourly Fees)
Reimbursable
Expenses*
Total Citygate
Core Fees Task
CITYGATE
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77 A56-085E-4721-92C2-6D7E01 E1 3BFB Don Sclnvartz and A4ary Gourlel,
October 4, 2A24
I'age 6
We caution the City tlrat we have not yet seen all tl're lrire District's backgrourrd material. Our cost for Tasks I and2 are a close estimate as to what a typical situation would present for review and analysis. The cost and hours for Task 3 are a conceptual estimate only. The cost for Task 4 is representative of what smaller project reporting will cost.
The price quoted is effective for 60 days and includes one Draft Repoft review cycle. Additional draft cycles or processing delays requested by the City would be billed in addition to the contracted amount at our time and materials rates.
Hourly Rates
Billing Schedule
We will bill monthly for time. reimbursable expenses incurred at actual costs (travel), plus a 7.5 percent (75%) administration charge irr lieu of individual charges for copies, phone, etc. Our invoices are payable within thirry (30) days. Citygate's billing terms are net thirty (30) days plus two percent (2%) for day thiny-one (31) and two perccnt (2Ya) pcr nronth thereafter. Our practice is to send both our monthly status report and invoice electronically. We prefer to receive payment through ACH Transfer, if available.
*t<*
If this proposal is acceptable, you can sign acceptance on the following pag€ or forward a standard corrsultanl contract for us to complete.
As President of the firm, I am autholized to execute a binding contract on behalf of Citygate, For questiotts cuttcerttirtg this pruposul, pleusc son[ac[ Stcwart Gary, Citygatc's Public SaI'cty Principal, at (91 6) 4-5 8--5 I 00, extensiorr 305 or via ernail at sgan'6rcitt'satcassociatcs.conr. Plcasc also send ernails to atlmin(alcih'gatcassociatcs.conr. to ensure a prompt response.
S incerell,
Ja MBA
President
rtll
Citygate President $260 per hour Ghad Jackson
Public Safety Principal $260 per hour Stewart Gary
Fire and EMS Specialist $205 per hour Landon Stallings
Fiscal Specialist Andrew Green
General Government Specialist
$225 per hour
$195 per hour Lisa Shaffer
Report Project Administrator $140 per hour Various
Administrative Support $1 00 per hour Various
Classification Rate Consultant
c 1.1J.9.+.1 E
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77A56-085E-472'\-92C2-6D7E01 E1 38FB Don Sclnvartz and A4ary GourleTt
October 4,2024 '
Acceptance of Citygate's proposaland terms:
\o.,
Name
Title
S
Date
ilt (ITYGATf,
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024
Docusign Envelope lD: D2A77A56-085E-47 21 -92C2-6D7E01 E1 3BFB Amendment #1
City of Sebastopot and Citygate Associates
December 17,2024
This Amendment to the October 7,2024Agreement for Services between the City of Sebastopot and Citygate Associations for Financiat Anatysis of Fire Services (the'Agreement") is entered into as of December 17,2024.
That Agreement is amended as fo[[ows:
1. Section 44, Compensation and Method of Payment, is amended to increase the totat compensation to an amount not to exceed $74,991.
2. Scope of Services estabtished in Exhibit A is amended to add:
a. Additionat detaited discussions and review with the Sebastopot Fire Ad Hoc Committee and/or staff
b. lncorporating comments from the Ad Hoc or others; the current contract attows for one review cycte and one presentation
c. Additionat assistance in preparing reports and presentations for the City Councit and/or Committees, the Gotd Ridge Fire District, and /or LAFCO d. Assistance in anatyzing costs for options to expand staffing prior to reorganization.
3. Except as expticitty set forth in this Amendment, a[[ other terms and conditions of the Agreement shat[ remain in futt force and effect.
/-D@uslgned by:
chadrackson
President, Citygate
[-k,^W Associates
Date: L2/L0/2024
Don Schwartz
City Manager, City of SebastopoI
Date:
Agenda Item Number: 16 Agenda Item Number: 16
City Council Meeting Packet of: December 17, 2024