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HomeMy WebLinkAboutResolution 2017-020 N.C.S. 02/06/2017Resolution No. 2017-020 N.C.S. of the City of Petaluma, California RESOLUTION AUTHORIZING THE CITY MANAGER TO SIGN A ONE-YEAR SHARED SERVICES AGREEMENT BETWEEN THE CITY OF PETALUMA AND RANCHO ADOBE FIRE PROTECTION DISTRICT WHEREAS, on December 31, 2016, Rancho Adobe Fire Protection District's part-time Fire Chief retired, leaving that agency without a Fire Chief; and WHEREAS, the Petaluma Fire Department was approached by members of Rancho Adobe Fire Protection District who inquired if a shared services arrangement would be possible between the City of Petaluma and Rancho Adobe Fire Protection District; and WHEREAS, the proposed scope of the shared services arrangement would include administration support and oversight of all three of their fire stations, personnel, equipment, apparatus and records; and WHEREAS, the cooperative approach will present opportunities for shared services that could enhance both departments, including combined training opportunities, the use of equipment, apparatus, staffing and facilities, will also be evaluated; and WHEREAS, the initial goal is not to change any part of Rancho Adobe's current operation until a full evaluation is achieved and to work toward a collaboration in all phases of emergency services which both agencies currently provide to their communities; and WHEREAS, Rancho Adobe Fire Protection District will provide no more than $51,162.28 to the City of Petaluma for the first year administrative oversight; and WHEREAS, it is estimated that the City of Petaluma will incur no direct financial cost associated with this shared services agreement. Resolution No. 2017-020 N.C.S. Page 1 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Petaluma, as follows: 1. The City Manager is authorized to sign an agreement for shared services with Rancho REFERENCE: AYES: NOES: ABSENT: ABSTAIN: ATTEST: Adobe Fire Protection District on behalf of the City. Under the power and authority conferred upon this Council by the Charter of said City. I hereby certify the foregoing Resolution was introduced and adopted by theAppoved as to Council of the City of Petaluma at a Regular meeting on the 6`h day of February, 1 form: 2017, by the following vote: r Cit Attorney Albertson, Vice Mayor Barrett, Mayor Glass, Healy, Kearney, King, Miller None None None rl City Clerk Mayor Resolution No. 2017-020 N.C.S. Page 2 Exhibit A AGREEMENT BY AND BETWEEN THE RANCHO ADOBE FIRE PROTECTION DISTRICT AND THE CITY OF PETALUMA FOR FIRE CHIEF SERVICES TO BE PROVIDED BY THE CITY OF PETALUMA 1. Parties This Agreement ("Agreement"), with an effective date of , ("Effective Date") which has been executed by authorized signatories of the public agencies specified in this provision ("Parties") is entered into pursuant to California Government Code section 54981 and other applicable law by and between: A. The Rancho Adobe Fire Protection District ("District"), a California fire protection district operating pursuant to the Fire Protection District Law of 1987, California Health and Safety Code section 13800 and following, and B. The City of Petaluma ("City"), a California charter city. 2. Background A. Each of the Parties to this Agreement is a government agency duly authorized and existing under the laws of the State of California, and situated within the boundaries of the County of Sonoma. B. Government Code section 54981 allows the legislative body of any local government agency to contract with another local agency for performance of municipal services or functions within the jurisdiction of the agency contracting for the services. C. The City has been so authorized in accordance with the California Constitution, Article XI, Section 7, the Petaluma City Charter, Article VIII, Section 54 and Article XIV, Section 81, and the City may make and execute contracts and other instruments as necessary or convenient to the exercise of its powers. D. The District has been so authorized in accordance with the California Constitution, Article XI, Section 7, and the Fire Protection District Law of 1987, and the District may make and execute contracts and other instruments as necessary or convenient to the exercise of its powers. E. The part-time Fire Chief of the District retired on December 31, 2016, and the District is currently in need of obtaining Fire Chief services necessary for supervision, direction and deployment of District operations. F. The City, through its Fire Chief, and other City Fire Department command staff and other personnel, possesses the necessary skills, expertise and other resources needed to satisfy the District's current need for Fire Chief services. G. The Board of Directors of the District, at a regularly scheduled meeting on adopted Resolution No. , which authorized the Resolution No. 2017-020 N.C.S. Page 3 to execute this Agreement on behalf of the District. A copy of Resolution No. is attached hereto as Exhibit A. H. The City Council of the City of Petaluma, at a regularly scheduled meeting on , adopted Resolution No. , which authorized the City Manager to execute this Agreement on behalf of the City. A copy of Resolution No. is attached hereto as Exhibit B. 3. Purpose The purpose of this Agreement is to set forth the terms under which the City will provide Fire Chief services to the District for oversight of all three District fire stations, as well as District personnel, equipment, apparatus and records. 4. No Separate Entity Created The Parties do not intend to create a separate public agency through this Agreement and no provision of this Agreement may be so construed. 5. Term This Agreement will become effective and the Agreement term will commence upon the Effective Date. The Agreement will continue for one (1) year from the Effective Date or until terminated in accordance with provision 8 of this Agreement. The Agreement term and/or scope may be extended by amendment in accordance with provision 12 of this Agreement. 6. Obligations of the Parties A. Obligations of District 1) Cooperation District personnel will cooperate with City personnel regarding the City's performance of Fire Chief services pursuant to this Agreement, recognizing the Fire Chief services provided for oversight of District operations pursuant to this Agreement are provided in addition to City's ongoing oversight of City Fire Department services. 2) Payment for Fire Chief Services District will reimburse the City for the cost of providing Fire Chief services pursuant to this Agreement, which is as follows: Personnel Rate Hours/Year Hours/Week Total Fire Chief $82.16 416 8 $34,178.56 Battalion Chief $62.87 156 3 $9,807.72 CQI Personnel $46.00 156 3 $7,176.00 $51,162.28 Resolution No. 2017-020 N.C.S. Page 4 District will pay City invoices in accordance with this Agreement submitted not more often than monthly within 30 days of receipt. The total amount reimbursed under this Agreement will not exceed $51,162.28 unless this Agreement is first amended in accordance with provision 12. 3) Insurance Coverage District will continue to maintain all District liability and insurance coverage, including, but not limited to, general liability, employer's liability, workers compensation, including self-insurance and pool coverage, if any, for all of District's operations, in full force and effect throughout the term of this Agreement. By this Agreement District understands City assumes no insurance or liability coverage responsibilities or any other liability of any kind whatsoever on behalf of District. 4) Compensation of District Personnel Throughout the term of this Agreement District will continue to be responsible for all compensation provided to compensated District personnel. By this Agreement District understands City assumes no District personnel compensation obligations of any kind whatsoever on behalf of District. B. Obligations of City 1) Cooperation City personnel will cooperate with District personnel regarding the City's performance of Fire Chief services pursuant to this Agreement, recognizing the Fire Chief services provided pursuant to this Agreement are required for oversight of all District operations. 2) Provision of Fire Chief Services The City will provide the Fire Chief services described in Exhibit C, attached ("Fire Chief services"). 3) Insurance Coverage City will continue to maintain all City liability and insurance coverage, including, but not limited to, general liability, employer's liability, workers compensation, including self-insurance and pool coverage, in full force and effect covering City operations and personnel throughout the term of this Agreement. 4) Compensation of City Personnel Throughout the term of this Agreement City will continue to be responsible for all compensation provided to City personnel. 7. Disputes If a dispute arises between the Parties regarding performance of either Party under this Agreement, the Parties shall attempt to resolve such dispute informally by a meeting with representatives of each Party. If, after a good faith attempt by both Parties to resolve the dispute informally no resolution can be reached, the Parties may, at their Resolution No. 2017-020 N.C.S. Page 5 sole and mutual discretion, agree to engage in mediation, the costs of which shall be divided equally between the Parties, unless otherwise agreed. 8. Termination of Agreement This Agreement may be terminated in accordance with the following: A. Termination Without Cause Notwithstanding any other provision of this Agreement, at any time and without cause, the Parties to this Agreement shall have the right, in their sole discretion, to terminate this Agreement by giving ninety (90) days' written notice to the other Party. B. Termination for Cause Notwithstanding any other provision of this Agreement, if either Party fails to perform any of its obligations hereunder, within the time and in the manner herein provided, or otherwise violates any of the terms of this Agreement, the other Party may immediately terminate this Agreement by giving written notice of such termination, stating the reason for the termination. 9. Indemnification A. Parties' Intent The Parties intend and agree, that in providing Fire Chief services pursuant to this Agreement, that the City will incur no liability related to District operations, including, but not limited to, District operations subject and/or related to the Fire Chief services. B. Indemnity Notwithstanding anything to the contrary in this Agreement, District shall indemnify, defend, protect, hold harmless, and release the City, its officials, officers, agents, employees, and volunteers from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense (including attorneys' fees and witness costs) ("Liability") arising from or in connection with, or caused by any District operations, including District operations by and/or involving the District's officials, officers, agents, employees, and volunteers, and including the Fire Chief services provided pursuant to this Agreement. This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the District under workers' compensation acts, disability benefit acts, or other employee benefit acts. Without reducing the District's obligations under this provision in any way, the District's obligation to indemnify defend, protect, hold harmless and release the City and its officials, officers, agents, employees and volunteers under this provision shall include Liability arising from or related to the provision of Fire Chief services pursuant to this Agreement to the same extent the District would be required under California Government Code section 995 and following to provide a defense against Liability related to the provision of Fire Chief services if they were provided by District's own employees. Resolution No. 2017-020 N.C.S. Page 6 10. Insurance Throughout the term of this Agreement, each Party shall maintain a program of self-insurance and excess insurance and pooled and/or commercial liability coverage or any combination thereof in accordance with this provision. The District shall name the City as an additional insured to the District's liability coverage to protect against any liability for bodily injury or property damage arising out of or in connection with the District's operations and/or the performance of the District's officers, agents, and employees, as well as the performance of Fire Chief Services under this Agreement. The liability coverage required by this provision shall not be less than Two Million Dollars ($2,000,000) combined single limit for each occurrence. The District or its coverage provider(s) shall supply a certificate of coverage to the City on or before the time of execution of this Agreement. Each Party shall notify the other Party in writing prior to any termination of any liability coverage required by this provision. 11. Agreement Not for Benefit of Third Parties This Agreement shall not be construed as or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any right of action hereunder for any cause whatsoever. 12. Amendment This Agreement may be amended at any time upon the written mutual approval of the Parties. 13. Notices, Payments, Invoices Any notices, payments or invoices concerning this Agreement shall be sent to the City as follows: City of Petaluma Attn: City Manager 11 English Street Petaluma, CA 94952 Any notices, payments or invoices concerning this Agreement shall be sent to the District as follows: Rancho Adobe Fire Protection District Attn: 11000 Main Street Penngrove, CA 94951 14. Severability If any provision of this Agreement shall be held to be invalid, void or unenforceable, the validity, legality or enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. Resolution No. 2017-020 N.C.S. Page 7 15. Waiver A waiver by either Party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall it be considered a waiver of any other covenant or condition, nor shall the delay or forbearance by either Party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right. 16. Remedies Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties hereunder are cumulative, and the exercise or failure to exercise one or more of such rights or remedies by either Party shall not preclude the exercise by it, at the same time or different times, of any right or remedy for the same default or any other default. Upon the occurrence of an event of default, the Parties may pursue all remedies at law or in equity which are not otherwise provided for in this Agreement, expressly including the remedy of specific performance of this Agreement. 17. Entire Agreement This Agreement, together with Council Resolutions from each agency marked as Exhibits A and B, and the description of Fire Chief services to be provided under this Agreement marked as Exhibit C, all attached hereto and incorporated herein, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, documents and discussions pertaining thereto. 18. Binding Effect This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest and assigns of each of the Parties hereto. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, executor or assign of such Party who has acquired an interest in compliance with the terms of this Agreement, or under law. 19. Assignment and Delegation Neither Party hereto shall assign, delegate, sublet, or transfer any interest in or duty under this Agreement without the prior written consent of the other, and no such transfer shall be of any force or effect whatsoever unless and until the other Party shall have so consented. 20. Attorneys' Fees In any action at law or in equity, arbitration or other proceeding arising in connection with this Agreement, the prevailing party shall recover attorneys' fees and other costs, including, but not limited to court costs and expert and consultants' fees incurred in connection with such action, in addition to any other relief awarded, and such attorneys' fees and costs shall be included in any judgment in such action. 21. Parties Not Co -Venturers Nothing in this Agreement is intended to or does establish the Parties as partners, co -venturers, or principal and agent with one another. Neither Party is to be Resolution No. 2017-020 N.C.S. Page 8 considered an employee of the other and is not entitled to participate in any pension plan, worker's compensation plan, insurance, bonus or similar benefits provided to employees. In the event a Party exercises its right to terminate this Agreement, the other Party expressly agrees that it shall have no recourse or right of appeal under rules, regulations, ordinances, or laws applicable to employees. 22. Captions; Interpretation The captions used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions herein contained. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree that, since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 23. Counterparts This Agreement may be executed by facsimile and in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. 24. Further Assurances The Parties agree to execute, acknowledge and deliver to the other such other documents and instruments, and to undertake such actions, as either shall reasonably request or as may be necessary to carry out the intent of this Agreement. 25. Applicable Law and Forum This Agreement shall be construed and interpreted according to the substantive law of California, regardless of the law of conflicts to the contrary in any jurisdiction. Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in the County of Sonoma or the forum nearest to the County of Sonoma. 26. Merger This writing is intended both as the final expression of the Agreement between the Parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement, pursuant to Code of Civil Procedure section 1856. No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both Parties. 27. Time is of the Essence Time is of the essence and is a material term for all conditions and provisions contained in this Agreement. Resolution No. 2017-020 N.C.S. Page 9 28. Authority Each person executing this Agreement on behalf of one of the Parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such Party and that this Agreement is binding on such Party in accordance with its terms. Executed on the date first written above at Sonoma County, California by: City of Petaluma By: _ Date: John C. Brown City Manager Approved as to form: Eric W. Danly City Attorney Date: Rancho Adobe Fire Protection District In Date: AO - William Adams District Counsel Date: Resolution No. 2017-020 N.C.S. Page 10 Exhibit A to Agreement Rancho Adobe Fire Protection District Resolution Authorizing Agreement Resolution No. 2017-020 N.C.S. Page 11 Exhibit B to Agreement City of Petaluma Resolution Authorizing Agreement Resolution No. 2017-020 N.C.S. Page 12 Exhibit C to Agreement Fire Chief Services The Fire Chief services provided pursuant to this Agreement will total approximately 8 hours per week, and include the following: • Plan, organize, coordinate and direct through District Battalion Chiefs and other subordinate District supervisory staff all District fire service functions including fire prevention and inspection, fire suppression, building and safety and administrative services. • Develop and direct the implementation of goals, objectives, policies, procedures and work standards for the District, including those set forth in the District's Affirmative Action Plan, as directed by the District Board. • Contain, control and decontaminate hazardous materials conditions through qualified District subordinate staff and District resources. • Work closely with the District Board, a variety of public and private organizations and citizen groups in developing programs and implementing projects to solve fire service problems; advise the District Board and others on fire and emergency services and disaster planning issues and programs. • Develop specific proposals for action on current and future District emergency service needs; make final interpretations of District fire and building regulations and ordinances, codes and applicable laws to ensure compliance and consistency of application. • Work with the District Board in preparation and administration of the annual budget for the District; represent the District and work closely with citizen groups and public and private officials to provide technical assistance, directly or through District subordinate staff. • Direct the selection, supervision and performance evaluation of District personnel; provide for staff development and supervisory training programs; direct the development of management systems, procedures and standards for program evaluation; and work with labor representatives to resolve grievances, all in accordance with applicable MOUs, personnel and workplace rules of the District. • Act as Disaster Control Coordinator; monitor developments related to service matters, evaluate the impact on District operations and implement policy and procedure improvements. • Evaluating the quality of service delivery and response time goals will also be explored. As the year concludes, the City and District will study the results of the evaluation period and come to a consensus about what priorities should move forward in any subsequent contract period and how each department's resources can be used to benefit both communities. Resolution No. 2017-020 N.C.S. Page 13