HomeMy WebLinkAboutContracts & Agreements_276-2006_CCv0001.pdf AGREEMENT TO FURNISH PROFESSIONAL SERVICES FOR
FIRE DEPARMENT CONSOLIDATION FEASIBILITY ANAYLYSIS
This agreement for consulting services("Agreement")is made and entered into this 10th day
of January,2007("Effective Date"),by and between the City of Redlands,a municipal corporation
("City")and Citygate Associates, LLC ("Consultant")who are sometimes individually referred to
herein as a"Party" and together, as the "Parties."
In consideration of the mutual promises contained herein, City and Consultant agree as
follows:
ARTICLE I - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to conduct a high-level assessment of the feasibility of fire
agency consolidation for the Cities of Redlands and Loma Linda(the"Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of services.
ARTICLE 2 - SERVICES OF CONSULTANT
2.1 The Services which Consultant shall perform are more particularly described in Exhibit"A,"
entitled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Consultant shall comply with all applicable Federal, State and local laws and regulations in
the performance of this Agreement including, but not limited to, the Americans with
Disabilities Act and the Fair Employment and Housing Act.
ARTICLE 3 - RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City will make provision for Consultant to enter upon City-owned property,as required by
Consultant, to perform the Services.
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ARTICLE 4 - PERIOD OF SERVICE
4.1 Consultant shall perform the Services in a prompt and diligent manner, and in accordance
with the schedule of tasks set forth in Exhibit"A."
ARTICLE 5 - PAYMENT AND NOTICE
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Fifty-One Thousand Three Hundred Fifty Dollars ($ 51,350,00). City shall pay
Consultant on a time and materials basis up to the not to exceed amount in accordance with
the "Cost Elements"and based upon the hourly rates shown in Exhibit"B."
5.2 Payments by City to Consultant shall be made within thirty (30) days after receipt and
approval by City of ConsultanWs invoice, by warrant payable to Consultant. Invoices
shall be sent on a monthly basis.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices, sent by
mail should be addressed as follows:
City: Chief Jim Drabinski
City of Redlands
PO Box 3005
Redlands, CA 92373
Consultant: David C. DeRoos
2250 East Bidwell St., Suite 100
Folsom, CA 95630
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
Changes may be made in the names and addresses of the person to who notices and payments are
to be given by giving notice pursuant to this section.
ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 All insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perform any Services pursuant to
this Agreement unless and until all required insurance listed below is obtained by
Consultant. Consultant shall direct its insurance agent/broker to provide City with
verification of insurance via the internet service, INS-CERT.com and link to the "City of
Redlands" evidencing such insurance prior to commencement of the Services. Paper
certificates are not valid confirmation of insurance and are acceptable only by the approval
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of the City's Risk Manager. All insurance policies shall include a provision prohibiting
cancellation of the policy except upon thirty (30) days prior written notice to City.
6.2 A. Consultant shall secure and maintain Workers' Compensation and Employer's
Liability insurance throughout the duration of this Agreement in an amount which meets the
statutory requirement with an insurance carrier acceptable to City. The insurance policy
shall include a provision prohibiting cancellation of said policy except upon thirty(30)days
prior written notice to City.
B. Consultant expressly waives all rights to subrogation against City, its elected
officials, officers and employees for losses arising from work performed by Consultant for
City by expressly waiving Consultant's immunity for injuries to Consultant's employees and
agrees that the obligation to indemnify, defend and hold harmless provided for in this
Agreement extends to any claim brought by or on behalf of any employee of Consultant.
This waiver is mutually negotiated by the Parties. This waiver shall not apply to any damage
resulting from the sole negligence of City, its agents and employees. To the extent any of
the damages referenced herein were caused by or resulted from the concurrent negligence of
City,its agents or employees,the obligations provided herein to indemnify,defend and hold
harmless are valid and enforceable only to the extent of the negligence of Consultant, its
officers, agents and employees.
6.3 Hold Harmless and Indemnification. Consultant shall indemnify,hold harmless and defend
City and its elected officials, employees and agents from and against any and all claims,
losses or liability, including attorneys' fees, arising from injury or death to persons or
damage to property occasioned by any act, omission or failure to act by Consultant, its
officers, employees and agents in performing the Services.
6.4 Assignment. Consultant is expressly prohibited from assigning any of the Services without
the express written consent of City. In the event of mutual agreement between Parties to
assign a portion of the Services, Consultant shall add the assignee as an additional insured
and provide City with the insurance endorsements prior to the performance of any services
by the assignee. Assignment does not include printing or other customary reimbursable
expenses that may be provided in this Agreement.
6.5 Comprehensive General.Liability Insurance. Consultant shall secure and maintain in force
throughout the duration of the Agreement comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property
damage and personal injury is required. City shall be named as an additional insured the
insurance policy shall include a provision prohibiting cancellation of said policy except upon
thirty (30) days prior written notice to City. Such insurance shall be primary and non-
contributing to any insurance or self-insurance maintained by City.
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6.6 Professional Liability Insurance. Consultant shall secure and maintain professional liability
insurance throughout the duration of this Agreement in the amount of One Million Dollars
($1,000,000) per claim made.
6.7 Business Auto Liability Insurance. Consultant shall have business auto liability coverage,
with minimum limits of One Million Dollars($1,000,000)per occurrence,combined single
limit for bodily injury liability and property damage liability.This coverage shall include all
Consultant owned vehicles used on the project,hired and non-owned vehicles,and employee
non-ownership vehicles. City shall be named as an additional insured and such insurance
shall be primary and non-contributing to any insurance or self insurance maintained by City.
6.8 Consultant shall direct its insurance agent/broker to provide the City with verification of
insurance via the intemet service, INS-CERT.com, and link to the "City of Redlands"
evidencing such insurance prior to the commencement of the Services. Paper certificates are
not valid confirmation of insurance and are acceptable only by approval of City's Risk
Manager.
ARTICLE 7 -GENERAL CONSIDERATIONS
7.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees for use of in-house
counsel by a Party.
7.2 Consultant shall not assign any of the Services to be performed under this Agreement,except
with the prior written approval of City and in strict compliance with the terms, provisions
and conditions of this Agreement.
7.3 Consultant's key person to perform the Services is Stewart Gary, Fire Practice Principal.
'
Consultant agrees that this key person shall be made available and assigned to perform the
Services and that he shall not be replaced without concurrence from City.
7.4 All documents, records, drawings, designs, cost estimates, electronic data files, databases,
and other documents developed by Consultant pursuant to this Agreement,and any copyright
interest in such documents,shall become the property of City and shall be delivered to City
upon completion of the Services,or upon the request of City. Any reuse of such documents
and any use of incomplete documents will be at City's sole risk.
7.5 Consultant is for all purposes an independent contractor. Consultant shall supply all tools
and instrumentalities required to perform the Services. All personnel employed by
Consultant are for its account only, and in no event shall Consultant or any personnel
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retained by it be deemed to have been employed by City or engaged by City for the account
of, or on behalf of City.
7.6 Unless earlier terminated, as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City.
7.7 This Agreement may be terminated by City, in its sole discretion and without cause, by
providing five (5) business days' prior written notice to Consultant(delivered by certified
mail, return receipt requested)of intent to terminate.
7.8 If this Agreement is terminated by City,an adjustment to Consultant's compensation shall be
made,but(1)no amount shall be allowed for anticipated profit or unperformed services,and
(2)any payment due Consultant at the time of termination may be adjusted to the extent of
any additional costs to City occasioned by any default by Consultant.
7.9 Upon receipt of a termination notice,Consultant shall immediately discontinue all services
affected,and within five(5)days of the date of the termination notice, deliver or otherwise
make available to City,copies(in both hard copy and electronic form,where applicable)of
any data, design calculations, drawings, specifications, reports, estimates, summaries and
such other information and materials as may have been accumulated by Consultant in
performing the Services required by this Agreement. Consultant shall be compensated on a
pro-rata basis for work completed up until notice of termination.
7.10 Consultant shall maintain books and accounts of all payroll costs and expenses related to the
Services. Such books shall be available at all reasonable times for examination by City at
the office of Consultant.
7.11 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations,written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Any amendment to this Agreement shall be in writing,
approved by City and signed by City and Consultant.
7.12 This Agreement shall be governed by and construed in accordance with the laws of the State
of California.
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IN WITNESS WHEREOF,duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS CITYCATE ASSOCiIATES, LLC
By; By; ___,....,. ..
Jon Harrison, Mayor Da, id DeRoos
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Attest:
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Citylerk
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November 21, 2006
Jim Drabinski
Fire Chief
City of Redlands Fire Department
Civic Center,35 Cajon Street,Suite 12
Redlands,CA 92373
RE: PROPOSAL TO CONDUCT A FIRE DEPARTMENT CONSOLIDATION FEASIBILITY
ANALYSIS FOR THE CITIES OR REDLANDS AND LOMA LINDA
Dear Chief Drabinski:
Citygate Associates, LLc is pleased to present this proposal to conduct a high-level assessment of
the feasibility of fire agency consolidation for the cities of Redlands and Loma Linda. As we
have discussed,the Citygate team can also assist Redlands with a fireservices LAFCO issue on a
time and materials basis. We believe you will find our firm's experience in fire services and
3 general municipal operations to be particularly compelling. Our proposal is organized as
3 follows:
♦ Overview of the Area's Fire Services Need
♦ Project Scope and Objective
2 ♦ Work Plan
2 ♦ Qualifications
3 ♦ Project Team
2 ♦ Project Schedule and Fees.
We have also included the following as attachments:
3 ♦ Additional References
♦ Project Team Resumes.
a
A. QYERYtEW OF THE CITY GF REDLANDS CoNSOUDAT7ON FORE SERVICES NEED
The cities desire assistance with the development of a high-level assessment of the feasibility of
fire agency consolidation for the above named agencies. This study will assist the partners with
determining if they should create a joint agency that would be a more efficient governmental
organization that will provide improved services-at controlled or lower costs. The study will also
� t
Chief Drahinski
Movember 21, 2006
Page 2
focus on the possibilities to streamline the allocation of resources and equipment so that the most
cost-effective apparatus, facility,training,prevention and safety services are provided.
» B. PROJECT SCOPE AND STUDY COMPONENTS
The scope of the project includes the aforementioned review of the current arrangement for fire
protection services in the shared project area,and also includes the fallowing elements:
Strategic Issues
Organizational/management structure options for merging fire stations and
overhead structures for two fire departments into a single fire agency.
♦ Personnel associated: remain with existing employers (and how to sync up pay,
benefits, etc.) or join into a single employer (either through contract with one of
the agencies or create a new agency)?
+► What happens if the employees do not want to do it?
# Property, Fleet, and Equipment Assets: remain split by jurisdiction or combined
into new agency?
# Fire station staffing and coverage levels. This includes how to manage desire for
dissimilar service levels,not a"Standards of Coverage Study."
# Funding options for new revenue or formulas on how to manage the cost share
items.
♦ How to provide 24/7 Chief Officer Coverage for emergencies and administrative
matters, including jurisdictional meeting attendance.
# Review the fire service delivery of the jurisdictions adjoining the two principal
agencies, and evaluate the potential feasibility for future additional
consolidations.
Operational Issues
# Numbers of personnel at each rank to provide services desired (fire station,
3 prevention, training, administrative support,chief officers, etc).
3 # How to manage two Agencies Having Jurisdiction (AHJ) and associated
meetings.
# Fire Prevention Code enactment and enforcement for different communities
(different codes and ordinances in each community).
# How will fire department fleets be managed and maintained (individually or
3 combined).
a ► Hove will purchasing be managed?
# Administrative Assistant support necessary.
Chief Drabins,-i
November 21,2006
Page 3
!► implications for desire for dissimilar service levels in each community (e.g.
Paramedics or Lifeguards in one community and not in others).
♦ How will training be accommodated?
Financial Issues
�► Insurance issues
♦ Pay
♦ Benefits
Unfunded benefit costs
Hidden liabilities
♦ Employee insurance
♦ Retirement programs.
Methodology
Phase I.-
An assessment of the location and quantity of current field and headquarters
operations.
Interviews with all key stakeholders from elected officials to executive
management and labor associations.
► Significant document collection to understand the existing services, their costs,
and for personnel benefits, if any unfunded liabilities exist.
♦ A brief assessment of fire risks in the study area to determine their impact on fire
service deployment.
# An assessment of the overhead structures and costs for the departments in the
study.
Based on the overhead assessment, a conceptual overhead structure will be
outlined if two or more departments were to be combined.
♦ An assessment of the various labor agreements and what difficulty, if any, would
occur with a merger of line personnel.
A brief assessment of fire apparatus replacement status and funding.
♦ A brief assessment of pending and capital improvement needs.
♦ A brief assessment of issues in governance and revenue structures and how they
could assist or impede a partial or full consolidation effort.
A review of the fire service delivery of the jurisdictions adjoining the two
principal agencies, and an evaluation of the potential feasibility for future
additional consolidations.
Chief Drabinski
November 21,2006
Page 4
♦ This assessment of issues review will conclude with a recommendation of what
type of functional or fall consolidation could make sense from the initial
assessment study, This recommendation will include at a minimum:
➢ Governance Structure
> Cost Sharing Plan
➢ Macro Implementation Steps.
Phase II:
Citygate will use a fire department analysis geo-mapping software program called
Fire View Tm to analyze current fire station locations by driving time.
Citygate will use an incident response time analysis program called "NIFIRS, 5
Alive"to review department incident statistics of prior historical performance.
♦ A draft set of fire crew performance goals will be generated consistent with
national guidelines from the National Fire Protection Association (NFPA), the
Commission on Fire Accreditation International (CFAI) and the Insurance
-3 Services Office(ISO).
♦ These performance goals will be used to determine the number and location of
fire crews in the study area.
3 ♦ A plan for the cross-training and integration of personnel.
A detailed cost analysis by an independent CalPERS, Actuary to determine actual
merger rate impacts.
2 ♦ Final cost share plan costing after meeting and conferring with the affected
2 parties.
Coaching as needed for the executive management teams and facilitation as
2 needed for regional meetings.
-2 If one or more of the recommendations would be helpful to proceed, Citygate will propose a
draft plan of what would need to occur in an implementation study if the appropriate elected
31 officials decided to pursue some type of functional or full consolidation.
Further refinement of the implantation plan, additional stakeholder meetings. and/or actual
facilitation of an approved implementation plan would be agreed to in the Phase 11 scope of
3 work.
Citygate will approach the project from two perspectives. First, using the experience of the
Citygate team with prior fire department consolidations, governance, finance and personnel
issues, we will look at the structural, fiscal and governance elements of a functional or full
3 consolidation.
Second, the methodology Citygate will use for the determination of fire station locations and
crew sizing will be that of the "Standards of Response Coverage" systems approach to fire
department deployment as published by the Commission on Fire Accreditation International.
This is a systerns-based approach using local risk and demographics to determine the level of
Chief Drabinski
November 21, 2006
Page S
protection best fitting the study area's needs. We will not use any one standardized or"one-size-
fits-all"approach.
C. WORK PLAN
Citygate presents its Work Plan for Phase I as five tasks:
We will begin Task 1 by conducting a site meeting to explain the essential elements of the study
to the leadership team and to collect information about the departments and communities.
:3 During this visit, we will ask for the appropriate data per agency in the study area, tour the area
to obtain on-site observations and brief the study team on the start-up questionnaire and
information needs of the Citygate team.
Our initial task also combines the activities of starting the project and the ongoing task of
monitoring, controlling, and administering the project. Project reporting will include frequent
telephone updates and monthly written status reports.
The objectives in Task 2 are to:
3 ♦ Collect the requested background information from each department in the study.
♦ Conduct follow-up interviews with appropriate stakeholders.
3 ♦ Obtain the necessary fiscal and personnel information.
♦ Review the existing agency expense,revenue and governance structures.
3 The objective in Task 3 off-site is to:
♦ Undertake a comprehensive evaluation of the overhead, cost and governance
issues affecting fire department consolidation(s)in the study area.
Task 4.-
The objectives in Task 4 off-site are to:
♦ Prepare a Draft Report and supporting exhibits.
♦ Send the Draft Report and exhibits to the two City Managers and Fire Chiefs via
electronic copy for comment.
2
Chief Drabinski
November 21, 2006
Page 6
♦ Conduct a meeting on-site to answer questions and receive verbal feedback.
♦ Receive written feedback from the two City Managers and Fire Chiefs using
electronic editing in MS-Word.
After the Draft Report presentation,we will include the appropriate feedback and prepare a Final
Report. We then will schedule a mutually agreeable time to present in-person the Final Report
and its exhibits to summarize the report's findings verbally in a leadership meeting of the
affected agencies' choosing.
D. STUDY COMPONENTS WITH WHICH THE DEPARTMENTS STUDIED MUST ASSIST
Both Citygate and the partners understand the economic constraints on a study. The partners
have the capability to collect some internal data that can assist the Citygate study where the
partners are in the best position to prepare data elements. Therefore, the partners will assist
Citygate with;
i Providing current budgets, MOUs and operational plans that describe the current
level of fire services.
♦ Provide personnel benefit and CalPERS expense information.
♦ Providing other background agency data as requested by Citygate.
Notes:
Citygate typically works out changes in the Draft Report via electronic editing between Citygate
staff and the Project Coordinator. The Final Report is sent in color hard copy and on CD-ROM
for agency reproduction.
E. QUALIFICATIONS
This section gives an overview of the firm's comparable engagements, experience, and
references. We present projects performed by the members of our Project Team that require
similar skills to the ones necessary to successfully complete this proposed study. For a more
detailed list of Citygate Associate's Fire Services Practice projects, please visit Citygate's
website at www.cityeateassociates.com and then select "Fire Protection and Emergency
Medical Services Consulting."
EXHIBITS'
Chief Drabinski
November 21, 2006
Page 9
Fees for the Core Work Plan(232 hours): $46,920
+Non-Itemizable Costs(Calculated at 3%of Fees): $1,408
+Reimbursable Expenses at Cost: $3,022
Not-to-Exceed Total Cost for Core Work Plan: 51 50
The price quoted above is effective for 30 days and includes one (1) draft cycle as described in
Task 5 of our Work Plan. Two (2) copies of the Draft Report will be delivered to the partners.
The partners will have two (2)weeks after receipt of these copies to review and suggest changes
for the Final Report. When changes are agreed upon, Citygate will provide seven (7) bound
copies of the Final Report document and a reproducible master copy on CD-ROM. The Draft
Report will be considered to be the Final Report if there are no suggested changes within thirty
(30)days of the delivery of the Draft Report copies.
It is our policy to bill monthly for professional fees, which will include a three percent (3%)
administration charge in lieu of individual charges for copies, phone, etc. Our invoices are
payable within thirty(30) days. Citygate's billing terms are net thirty (30) days plus two percent
(2%) for day thirty-one(3 1)and two percent(2%)per month thereafter.
We request that ten percent(10%)of the project cost be advanced at the initiation of the study,to
be used to offset our start-up costs. This advance would be credited to our last invoice.
We are available to initiate this project upon approval of our proposal by the partners. We would
be available to start the project within 30 days of receiving a contract. If we were to start, for
example, in January,we would plan to deliver a Draft Report by mid-April with the Final Report
and presentation in May.
Hourly Rates
Hourly rates to be charged are as follows:
Project Director $195 per hour David DeRoos
Project Manager $212 per hour Stewart Gary
Principal Consultant/Report Editor $250 per hour Dwane Milnes
' Geographic Mapping(if requested) $165 per hour Mike Price
Statistical Analysis $160 per hour Mike Fay
Administrative Support $ 75 per hour Various
ChiqfDrabinski
November 21,2006
Page 10
We anticipate three trips to the cities for a total of four consulting days on-site, one day in Task
1,one day in Task 2,one day in Task 4 and one day in Task 5.
Phase 11 Estimated Costs:
Due to the uncertainty of proceeding with Phase 11 of this study, we are presenting the probable
task costs that would likely be associated with Phase 11. The actual budget and timeframe can be
determined at a later time if this project calls for proceeding with Phase 11. The probable costs
are as follows:
1. Geographic Mapping and Response Statistics Analysis $6,400
2. Implementation planning, final cost sharing, cross-training plan $25,000
3. CalPERS and Health Benefits Independent Actuary $10,000+
4. Meeting and issue facilitation by Citygate's Principals Actual Time
1 appreciate the opportunity to present this proposal. Please feel free to call me at (916)458-
5100 extension 101 should you have any questions concerning this letter.
Sincerely,
David C. DeRoos,MPA, CMC
President
cc: Stewart Gary
Attachments