Agenda Item Number 5
CITY OF SEBASTOPOL CITY COUNCIL
AGENDA ITEM REPORT FOR MEETING OF: August 4, 2026
============================================================================================ To: Honorable Mayor and City Councilmembers
From: City Manager Gourley
City Attorney Alex Mog
Department: City Administration
Subject: Approval of Amendment to Professional Services Agreement with 8th Wave (Robin Stephani) for Continued Contract Staff Support on the Gravenstein Commons Homekey Project – Funding Provided by St. Vincent de Paul (SVdP)
============================================================================================ RECOMMENDATION(s):
Staff recommends that the City Council:
1. Approve an Amendment to the July 25, 2024 Agreement for Professional Services with 8th Wave (Robin Stephani) to extend the term through project completion (or through December 31, 2027, whichever is earlier) and increase the total not-to-exceed compensation as needed for continued City administrative support, oversight, reporting, and coordination on the Gravenstein Commons Homekey Project; and
2. Authorize the City Manager to execute the Amendment and any related documents; and
3. Note that all costs under the amended agreement shall be funded and reimbursed by St. Vincent de Paul – Sonoma County (SVdP) pursuant to the existing Funding and Reimbursement Agreement between the City and SVdP, resulting in no net fiscal impact to the City.
Of Note: On the September 1, 2026 City Council Meeting, there will be a presentation from St Vincents de Paul on the Status of Gravenstein Commons to include financials; timelines; status of community engagement Meeting; update on Good Neighbor Policy and other related items.
PROCESS OF AGENDA ITEM:
If the item remains on the Consent Calendar, no presentation is required, and the item will be approved as part of the Consent Calendar.
If the item is removed from the Consent Calendar, it will be heard as a regular agenda item and will proceed as follows:
• Presentation by staff
• Council questions and discussion
• Public comment
• Council deliberation and action
EXECUTIVE SUMMARY:
On July 25, 2024, the City entered into an Agreement for Professional Services with 8th Wave (Robin Stephani, President) to provide contract staff support for the City’s administration needs as co-applicant on the Gravenstein Commons Homekey Project. The original agreement has a not-to-exceed amount of $50,000.
The project remains ongoing (construction approximately 60% complete as of mid-May 2026, with anticipated occupancy in fall 2026). Continued City-side coordination, due diligence tracking, Homekey compliance reporting, performance milestone management, legal/regulatory monitoring, and related administrative support are required.
SVdP continues to fund the City Consultant’s oversight of the project under the existing Funding and Reimbursement Agreement. Approval of this amendment will allow uninterrupted support with no additional cost to the City.
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BACKGROUND:
The City of Sebastopol and St. Vincent de Paul – Sonoma County (SVdP) are co-applicants for the Gravenstein Commons permanent supportive housing project (22 studio units at 845 Gravenstein Highway North), funded in part by a $6,449,235 Homekey award from the California Department of Housing and Community Development (HCD).
The July 25, 2024 Professional Services Agreement (and attached Scope of Services dated July 23, 2024) authorizes 8th Wave to:
• Coordinate City-related due diligence and track/report on Program Requirements (AB 140, MHP, NOFA, ARPA, Award Letter, Racial Equity Strategies, relocation certification, etc.); • Evaluate and coordinate Homekey General Terms and Conditions / Project Specific Provisions; • Support ongoing project activities (Conditions of Disbursement, appraisals, prevailing wage, insurance, operating funds, PSH vouchers/coordinated entry);
• Archive project records and maintain master files for the City; • Review/monitor legal and regulatory agreements with SVdP; • Coordinate execution of the Standard Agreement;
• Track Performance Milestones, assist with Planning & Permitting, present Master Development Schedule, manage HCD reporting, prepare staff reports, etc.
DISCUSSION:
An amendment is needed to:
1. Extend the term of the agreement to cover the remaining construction, lease-up, and initial operations/compliance period; and
2. Increase the not-to-exceed amount (additional $10,000) to accommodate continued services The amended scope of work is attached.
All costs will continue to be funded/reimbursed by SVdP under the Funding and Reimbursement Agreement already in place between the City and SVdP.
The consultant (Robin Stephani / 8th Wave) has provided consistent, specialized support that the City does not have the internal capacity to absorb. Continuity of this support is important for Homekey compliance, risk mitigation as co-applicant, and ongoing coordination with SVdP and HCD.
STAFF ANALYSIS:
None to the City. All costs under the amended agreement will be provided/reimbursed by St. Vincent de Paul – Sonoma County (SVdP).
Approval (orrejection) of this agreement does not in any way change the City or SVdP’s obligations under the Homekey agreements.
CITY COUNCIL GOALS/PRIORITIES/ AND OR GENERAL PLAN CONSISTENCY:
This agenda item represents the City Council goals/priorities as follows:
Goal 4: High Performance Organization; Restore public trust, improve public communications, and strengthen collaborative partnerships with outside agencies and service providers.
PUBLIC COMMENT:
As of the preparation of this staff report, no public comments have been received on this item. Any comments received after distribution of the report will be provided to the City Council as supplemental materials. Public comment will also be accepted during the meeting.
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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 the scheduled meeting date.
FISCAL IMPACT:
There is no fiscal impact associated with this informational report.
RESTATED RECOMMENDATION:
That the City Council: Approve Contract Amendment for Extension and Funding for 8th Wave (Robin Stefani) for Continuation of Monitoring of Gravenstein Commons for Compliance with HUD and City Requirements.
Reminder: On the September 1, 2026 City Council Meeting, there will be a presentation from St Vincents de Paul on the Status of Gravenstein Commons to include financials; timelines; status of community engagement Meeting; update on Good Neighbor Policy and other related items.
CITY COUNCIL OPTIONS:
1. Direct staff to modify the proposed term, not-to-exceed amount, or other terms and return with a revised amendment.
2. Take no action (services would conclude under the existing not-to-exceed limit, requiring the City to assume the administrative workload or seek alternative support).
ATTACHMENT(S):
Original Agreement for Professional Services (July 25, 2024) with 8th Wave Scope of Services / Compensation Schedule (July 23, 2024) Proposed Amendment
APPROVALS:
Department Head Approval: Approval Date: 7-25-2026
CEQA Determination (Planning): Approval Date: NA
The proposed action is not a project under the California Environmental Quality Act (CEQA) General Plan Goal (Planning): Approval Date: 7-25-2026
Administrative Services (Financial) Approval Date: 7-25-2026 Costs authorized in City Approved Budget: ☐ Yes ☐ No ☐ N/A Account Code (f applicable) _______________________________ City Attorney Approval: Approval Date: 7-25-2026
City Manager Approval: Approval Date: 7-25-22026
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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into onJvly-25-202L -by and between the City of Sebastopol, located in the County of Sonoma, State of Califomia (City), and 8th Wave. (Consultant).
RECITALS:
A. City desires to employ Consultant to furnish professional services in connection with the project described as Contract staffto suo rt the Citv of Sebastoool's administration needs on Gravenstein Commons Homekev Proiect.
B. Consultant has represented that Consultant has the necessary expertise, experience, and qualifications to perform the required duties.
NOW, THEREFORE, in consideration of the mutual premises, covenants, and conditions herein contained, the parties agree as follows:
SECTION 1 _ BASIC SERVICES
Consultant agrees to perform the services set forth in Exhibit A, o'Scope of Services" and made part of this Agreement.
SECTION 2 - AppIUONAL SERVICES
Consultant shall irot be compensated for any services rendered in connection with its performance of this Agreement which are in addition to or outside of those set forth in this Agreement or Exhibit A, 'oscope of Servicesoo, unless such additional services and compensation are authorized in advance and in writing by the City Council or City Manager of the City.
SECTION 3 _ TIME FOR COMPLETION
The time for completion of services shall be as identified in Exhibit A, 'oScope of Services" SECTION 4 - COMPENSATION AND METHOD OF'PAYMENT
A. Subject to any limitations set forth in this Agreement, City agrees to pay consultant the amount specified in Exhibit A Compensation Schedule, attachedhereto and made aparthereof. Total compensation shall not exceed a total of $50.000. unless additional compensation is approved in accordance with Section 2.
B. Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories if applicable: labor (by sub-category), travel, materials, equipment, supplies, subconsultant contracts, and miscellaneous expenses. City shall independently review each invoice submitted to determine whether the work performed, and expenses incurred are in compliance with the provisions of this Agreement. If no charges or expenses are disputed, the invoice shall be approved and City will use its best efforts to cause Consultant to be paid within 30 days of receipt of invoice. If any charges or expenses are disputed by City, the original invoice shall be retumed by City to Consultant for correction and resubmission. If the City reasonably determines, in its sole judgment,that the invoiced
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charges and expenses exceed the value of the services performed to date and that it is probable that the Agreement will not be completed satisfactorily within the contract price, City may retain all or a portion of the invoiced charges and expenses. Within thirty (30) days of satisfactory completion of the project, City shall pay the retained amount, if any, to Consultant.
C. Payment to the Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
SECTION 5 _ STANDARD OF' PERF'ORMANCE
Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.
SECTION 6 - INSPECTION AND FINAL ACCEPTANCE
City may inspect and accept or reject any of Consultant's work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant's work within sixty (60) days after submitted to City, unless the parties mutually agree to extend such deadline. City shall reject work by a timely written explanation, otherwise Consultant's work shall be deemed to have been accepted. 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 of any of the provisions of this Agreement including, but not limited to, the sections pertaining to indemnifi cation and insurance.
SECTION 7 _ INSURANCE REQUIRED
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation insurance, as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident
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for bodily injury or disease.
(Not required if consultant provides written verification thatit has no employees)
4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $1"000.000 per occurrence or claim, $2,000,000 aggregate.
The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. A copy of the claims reporting requirements must be submitted to the City of Sebastopol for review.
If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Sebastopol requires, and shall be entitled to, the broader coverage andlor higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Sebastopol.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
The City of Sebastopol, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations.
General liability coverage can be provided in the form of an endorsement to the Consultant's insurance at least as broad as one of the following ISO ongoing operations Forms: CG 20 10 or CG 20 26 or CG 20 33 (not allowed from subcontractors), or CG 20 38; and one of the following ISO completed operations Forms: CG 20 37,2039 (not allowed from subcontractors), or CG 20 40.
Primary Coverage
For any claims related to this contract, the Consultant's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Sebastopol, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Sebastopol, its offrcers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
Notice of Cancellation
Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or selfinsured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance.
Waiver of Subrosation
Consultant hereby grants to the City of Sebastopol a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City of Sebastopol by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Sebastopol has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Sebastopol for all work performed by the Contractor, its employees, agents, and subcontractors.
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Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Sebastopol. The City of Sebastopol may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provid e, that the self-insured retention may be satisfied by either the named insured or the City of Sebastopol.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City of Sebastopol.
Verification of Coverase
Consultant shall furnish the City of Sebastopol with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and acopy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the City of Sebastopol before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City of Sebastopol reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors
Consultant shall require and verifu that all subcontractors maintain insurance, meeting allthe requirements stated herein, and Contractor shall ensure that the City of Sebastopol is an additional insured on insurance required from subcontractors.
Special Risks or Circumstances
The City of Sebastopol reserves the right to modiff these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
SECTION 8 _ INDEMNIFICATION
A. Consultant shall indemnifr and hold harmless City, its agents, officers, officials, employees, and volunteers from any and all claims, demands, suits, loss, damages, injury, andlor liability (including any and all costs and expenses in connection therewith), incurred by reason of any negligent or otherwise wrongful act or omission of Consultant, its officers, agents, employees and subcontractors, or any of them, under or in connection with this Agreement; and Consultant agrees at its own cost, expense and risk to defend any and all claims, actions, suits, or other legal proceedings brought or instituted against City, its agents, officers, officials, employees and volunteers, or any of them, arising out of such negligent or otherwise wrongful act or omission, and to pay and satisfy any resulting judgments.
B. When Consultant under this Agreement is duly licensed under California Business and Professions Code as an architect, landscape architect, professional engineer, or land surveyor ("design professional"), the provisions of this section regarding Consultant's duty to defend and indemnify apply only to claims that arise out of or relate to the negligence, recklessness, or willful misconduct of the design professional.
C. If any action or proceeding is brought against Indemnitees by reason of any of the matters against which Consultant has agreed to indemnifr Indemnitees as provided above, Consultant, upon notice from City, shall defend Indemnitees at Consultant's expense by counsel acceptable to City, such acceptance not to be unreasonably withheld. Indemnitees need not have first paid for any of the matters to which Indemnitees are entitled to Indemnification in order to be so indemnified. The
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insurance required to be maintained by Consultant shall ensure Consultant's obligations under thts section, but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this section shall survive the expiration or earlier termination of this Agreement.
D. The provisions of this section do not apply to claims to the extent occurring as a result of the City's sole negligence or willful acts or misconduct.
SECTION 9 - INDEPEND CONTRACTOR STATUS
A. Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee, or agent of City. Consultant shall have no authority to bind City in any manner, nor to incur an obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
B. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant's officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees or agents are in any manner officials, officers, employees or agents of City.
C. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees.
Consultant expressly waives any claim Consultant may have to any such rights.
SECTION 10 - CONFLICTS OF'INTEREST
A. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement.
Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts with the interests of City in the performance of this Agreement.
B. City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant is aware of any stated position of City relative to such projects.
Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.
SECTION 11- OWNERSHIP OF DOCUMENTS
A. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing any services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant.
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When requested by City, but no later than three years after project completion, Consultant shall deliver to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.
B. All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, improvements, developments, works of authorship, or other products developed or created by Consultant during the course of providing services (collectively the "Work Product") shall belong exclusively to City. The Work Product shall be considered a "work made for hire" within the meaning of Title 17 of the United States Code.
Without reservation, limitation, or condition, Consultant hereby assigns, at the time of creation of the Work Products, without any requirement of further consideration, exclusively and perpetually, any and all right, title, and interest Consultant may have in the Work Product throughout the world, including without limitation any copyrights, patents, trade secrets, or other intellectual property rights, all rights of reproduction, all rights to create derivative works, and the right to secure registrations, renewals, reissues, and extensions thereof.
SECTION 12 - CONFIDENTIAL INFORMATION: RELEASE OF INF'ORMATION A. All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior writtenauthorization from the City Manager, except as may be required by law.
B. Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information conceming the work performed under this Agreement. Response to a subpoena or court order shall not be considered oovoluntary" provided consultant gives City notice of such court order or subpoena.
C. If Consultant, or any officer, employee, agent, or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct.
D. Consultant shall promptly notifi'City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite such response.
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SECTION 13 - SUSPENSION OF WORK
City may, at any time, by ten (10) days written notice suspend further performance by Consultant. All suspensions shall extend the time schedule for performance in a mutually satisfactory manner and Consultant shall be paid for services performed and reimbursable expenses incurred prior to the suspension date.
SECTION 14 - COMPLIANCIT WITH I,AW
Consultant shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement.
Consultant shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, offrcials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section.
SECTION 15 - COMPLIANCE WITH CIVII, RIGHTS
During the performance of this contract, Consultant agrees as follows:
A. Equal Employment Opportunitv. In connection with the execution of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, ancestry, age, sexual orientation, physical handicap, medical condition, mafital status, sex, or national origin. Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.
B. Nondiscrimination Civil Rights Act of 1964. Consultant will comply with all federal regulations relative to nondiscrimination to federally-assisted programs.
C. Solisitations for Subcontractors including Procurement of Materials and Equipment. In all solicitations, either by competitive bidding or negotiations, made by Consultant for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor, supplier, or lessor shall be notified by Consultant of Consultant's obligations under this Agreement and the regulations relative to nondiscrimination.
SECTION 16 _ RECORDS
A. Records of Consultant's direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to City if and when required for a period of up to 3 years from the date of Consultant's final invoice.
B. Consultant's records and design calculations will be available for examination and audit if and as required. The cost of any reproductions shall be paid by City.
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SECTION 17 _ COOPERATION BY CITY
All public information, data,reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Exhibit A, "Scope of Services", shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement.
SECTION 18 _ 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 City: City Manager
7120 Bodega Ave
Sebastopol, California 9 5 47 2
To Consultant: Robin Stephani, President
729 Sexton Road
Sebastopol, CA95472
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile, or, if mailed, three (3) days after deposit in the custody of the U.S. Postal Service.
SECTION 19 _ TERMINATION
A. City may terminate this Agreement, with or without cause, at any time by giving ten (10) days written notice of termination to Consultant. If such notice is given, Consultant shall cease immediately all work in progress.
B. If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice.
C. Upon termination of this Agreement by either Consultant or City, all property belonging to City which is in Consultant's possession shall be delivered to City. Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in this Agreement.
SECTION 20 - ATTORNEY FEES
If litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorneys' fees, costs and expenses, in addition to any other relief to which it may be entitled. In addition, any legal fees, costs and expenses incurred to enforce the provisions of this Agreement shall be reimbursed to the prevailing party.
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SECTION 21 _ ENTIRE AGREEMENT
This Agreement, including the attached Exhibits, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Consultant and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any parfy which are not embodied herein shall be valid and binding unless in writing duly executed by the parties or their authorized representatives.
SECTION 22 - SA S AND ASSIGNS
This Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the parties. However, this Agreement shall not be assigned by Consultant without written consent of the City.
SECTION 23 _ OF'PERSONNEL
Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff assigned to perform the services required under this Agreement. Consultant shall notifii City of any changes in Consultant's staff assigned to perform the services required under this Agreement, prior to any such performance.
SECTION 24 _ DEFAULT
In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default and may terminate this Agreement immediately by written notice to Consultant.
SECTION 25 - WAIVER
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement.
- LAW TO GOVERN
This Agreement shall be interpreted, construed and govemed according to the laws ofthe State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Sonoma. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Northern District of California, in San Francisco.
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SECTION 27 - SEVERABILITY
If 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 _ PROVISIONS
This Agreement is subject to the following special provisions: none.
IN WITNESS WHEREOF, the parties hereto have accepted, made, and executed this Agreement upon the terms, conditions, and provisions above stated, the day and year first above written.
Consultant: City:
frbl"-!ry-*., By:
Name: Robin Stephani, 8tr Wave
Title: President
Approved as to Form:
Name: Don Sch
Title: City Manager
By:
By: P f--
Name:
Title: City Attorney
ATTES
By:
Name
Title:
ley
Assistant City Clerk
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ar?i\
l
BTH WAVE
July23,2024
Don Schwartz I City Manager
City of Sebastopol | 7 L20 Bodega Avenue I Sebastopol, CA 95472 Email : [email protected]
Jack Tibbetts I Executive Director
St. Vincent de Paul- Sonoma Countyl 5671 Redwood Drive I Rohnert Park, CA 94928 Email : jtibbetts18@gma il.com
Project Description
Provide contract staff to support the City of Sebastopol's administration needs on Gravenstein Commons Homekey Project. The Scope of Services is provided to show a list of activities that the City is responsible for tracking or reporting out on as a co-applicant in the Homekey Application and Standard Agreement.
Development Activities related to this scope of service are the responsibility of St. Vincent de Paul and their consultant teams and are not included in this contract.
Scope of Services
L Genera I Project Coordination
a. Coordinate City related due diligence, track and report out on Program Requirements i. AB14O, MHP statutory, NOFA, MHP Guidelines, ARPA, Award Letter' ii. Track compliance of Racial Equity Strategies in Homekey Application. iii. Track certification of non-application of relocation. b. Evaluate and coordinate with Co-applicant Homekey General Terms and Conditions / Project Specific Provisions.
c. Coordination of City side support of ongoing project activities with Co-Applicant- SVdP and project consultants (N lC):
i. Conditions of Disbursement
ii. Appraisals
iii. Compliance with Prevailing Wage Law
iv. lnsurance per NOFA
v. Operating Funds (5) years per agreement
vi. PSH vouchers/ Horizon Shine Residents - coordinated entry d. Archive all project records and maintain master project files for the City of Sebastopol. 7O7.479.5323 | [email protected] I www.Bthwove.co
729 Sexton Rood SebostopolCA9S4T2
Agenda Item Number 5
City Council Meeting Packet for August 4, 2026
Agenda Item Number 5
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8TH WAVE
2. Legaland regulatory agreements with SVdP
a. Review legal components in place or manage procurement of legal agreements for SVdP's first position regarding breach of contract
b. Monitor Project Agreement between SVdP and the City
3. Coordinate Execution of the Standard Agreement
4. Track Performance Milestones (metrics of progress) and other regulatory liabilities a. Assist City Manager with Planning & Permitting Expediting tracking and coordination b. Present Master Development Schedule for City Manager use c. Manage reporting of Performance Milestones
d. Manage/assist progress reports as required
e. Manage/assist requests for milestone extensions
f. Ongoing HCD reporting per Standard Agreement
g. Prepare and present staff reports to Council as needed Compensation Schedule
Compensation for services described above shall be billed at S1SO hourly per approved scope of services. Additional services shall be approved prior to performance as needed.
Jack1ibbettr l;.1 r'iLbeat3 (rn llJ,2iJ14 lG:5) I'or)
Jack Tibbetts I Executive Director
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Don Schwartz I City Manager
7O7.479.53/3 | [email protected] I www.8thwove.co
229 Sexton Rood SebostopolCA9S4T2
Agenda Item Number 5
City Council Meeting Packet for August 4, 2026
Agenda Item Number 5
Amendment No. 1 to Professional Services Agreement Gravenstein Commons Project Coordination Services This Amendment No. 1 (“Amendment”) is entered into as of August 4, 2026, by and between: City of Sebastopol 7120 Bodega Avenue Sebastopol, CA 95472 (“City”) and 8th Wave, a California corporation , with offices at Sexton Road Sebastopol, CA 95472 (“Consultant”) (collectively, the “Parties”).
Recitals
A. The City and Consultant contracted for services for project coordination related to Gravenstein Commons (the “Original Proposal”).
B. The Parties desire to amend the terms under which Consultant provides the services described in the Original Proposal.
C. The Parties agree to the amended terms set forth below and attached in revised scope of work dated July 28, 2026.
Agreement
Incorporation of Original Proposal The Original Proposal dated July 16, 2024 (attached as Exhibit A) is hereby incorporated by reference and forms the baseline Scope of Services under this Agreement, as amended herein.
Scope of Services Consultant shall continue to provide the following services on an hourly basis, as further detailed in the scope below:
Revised Scope of Services
All services identifiedbelowshallbe performedbyRobin Stephani, unless otherwise approved by the City Manager in writing.
1. General Project Coordination
a. Coordination of ongoing project activities with Co-Applicant- SVdP and project consultants. i. Track and Report on compliance with Prevailing Wage Law ii. Track and Report on insurance per NOFA
iii. Track and Report on Operating Funds (5) years per agreement iv. Track and Report on coordinated entry
b. Archive allproject records and maintain master project files.
2. Track Performance Milestones -metrics of progress
a. Assist City Manager with Planning & Permitting Expediting tracking and coordination b. Manage/assist reporting of Performance Milestones
c. Manage/assist progress reports as required
d. Manage/assist requests for milestone extensions
Compensation
Compensation for services described above shall be billed at $150 hourly per approved scope of services with a Not to Exceed amount of $10,000. Additional services shall be approved in writing prior to performance as needed.
Agenda Item Number 5
City Council Meeting Packet for August 4, 2026
Agenda Item Number 5
Term This Amendment extends the services from the effective date of this Amendment through project completion (or through December 31, 2027, whichever is earlier) and increases the total not-to-exceed compensation by ten thousand dollars ($10,000) for continued City administrative support, oversight, reporting, and coordination on the Gravenstein Commons Homekey Project, unless otherwise agreed in writing. The Agreement, including this Amendment, may be terminated by either party upon thirty (30) days’ written notice.
Other Terms All other terms and conditions of the Original Proposal, to the extent not inconsistent with this Amendment, remain in full force and effect.
Entire Agreement This Amendment, together with the Original Proposal (Exhibit A) and any subsequent written amendments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements relating thereto.
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 as of the date first written above.
CITY OF SEBASTOPOL
Name: ___________________________
Title: City Manager (or designee) Date: ___________________________ 8TH WAVE
Name: Robin Stephani
Title: Chief Executive Officer Date: ___________________________ CITY ATTORNEY:
Name: Alex Mog Date:___________________________
Title: City Attorney
Agenda Item Number 5
City Council Meeting Packet for August 4, 2026
Agenda Item Number 5
July 28, 2026
Mary Gourley | City Manager
City of Sebastopol | 7120 Bodega Avenue | Sebastopol, CA 95472 Email: [email protected]
Dear Mary,
Thank you for the opportunity to provide the City of Sebastopol the following revised scope of services for Gravenstein Commons. Time will be tracked per scope activity and billed hourly per the compensation schedule included. Additional services that arise will be identified on an as needed basis and approved prior to billing.
Revised Scope of Services
1. General Project Coordination
a. Coordination of ongoing project activities with Co-Applicant- SVdP and project consultants. i. Track and Report on compliance with Prevailing Wage Law ii. Track and Report on insurance per NOFA
iii. Track and Report on Operating Funds (5) years per agreement iv. Track and Report on coordinated entry
b. Archive all project records and maintain master project files.
2. Track Performance Milestones -metrics of progress
a. Assist City Manager with Planning & Permitting Expediting tracking and coordination b. Manage/assist reporting of Performance Milestones
c. Manage/assist progress reports as required
d. Manage/assist requests for milestone extensions
Compensation
Compensation for services described above shall be billed at $150 hourly per approved scope of services with a Not to Exceed amount of $10,000. Additional services shall be approved prior to performance as needed.
707.479.5373 | [email protected] | www.8thwave.co
729 Sexton Road Sebastopol CA 95472
Agenda Item Number 5
City Council Meeting Packet for August 4, 2026