Item 3.5 Capstone Agreement
Request for
City Council Action
DEPARTMENT INFORMATION
ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE:
Administration City Administrator/Finance Director Flaherty June 14, 2021
PRESENTER(s) REVIEWED BY: ITEM #:
Consent City Attorney Kendall 3.5 Capstone Agreement
STRATEGIC VISION
MEETS: THE CITY OF OTSEGO:
Is a strong organization that is committed to leading the community through innovative
communication.
Has proactively expanded infrastructure to responsibly provide core services.
X Is committed to delivery of quality emergency service responsive to community needs and
expectations in a cost-effective manner.
Is a social community with diverse housing, service options, and employment opportunities.
Is a distinctive, connected community known for its beauty and natural surroundings.
AGENDA ITEM DETAILS
RECOMMENDATION:
City staff is recommending the City Council approve an agreement with Capstone LLC.
ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED?
Yes No
BACKGROUND/JUSTIFICATION:
In 2018, the City commissioned a Response Time Improvement & Fire Service Model study, which was
completed by BeaconGIS. The recommendations from this study have guided the City since adoption
including implementation of:
1) Revise Fire Service Coverage Area Boundaries
2) Automatic Aid (Dispatch) for Confirmed Structure Fires
3) Purchase of Property for Future Fire Station
With any planning document, it is important to dedicate an annual review process to evaluate the study,
monitor progress and consider recommendations. The City Council discussed this topic at a meeting on
March 22, 2021. The City Council directed City staff to explore grant opportunities and to seek qualified
consultants to discuss fire protection services with the City Council.
On May 10, 2021, Jerry Streich, with Capstone Public Sector Solutions attended the special City Council
meeting and conducted a presentation outlining fire services in Minnesota. After further discussion and
questions, the City Council directed City staff to develop an outline for consulting services.
The attached Contractual Agreement for Consultation Services outlines the services to be provided, with
the primary service being the Evaluation of and Planning for Future Fire Service Delivery Options; and the
secondary service to be the review and update of the City’s Emergency Response Plan.
The City Council was briefed on the Contractual Agreement for Consultation Services as part of the May 24,
2021 budget review meeting, and provided direction to City staff for future consent agenda approval.
City Attorney Kendall has reviewed the agreement documents and has provided his approval of the
documents for City Council consideration.
SUPPORTING DOCUMENTS ATTACHED:
• Contractual Agreement for Consultation Services
POSSIBLE MOTION
PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES:
Motion to approve the agreement between the City of Otsego and Capstone LLC.
BUDGET INFORMATION
FUNDING: BUDGETED:
Fund 214 – Fire Reserve
No
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CONTRACTUAL AGREEMENT FOR CONSULTATION SERVICES
THIS AGREEMENT, dated this 14th day of June, 2021, entered into by and between the CITY
OF OTSEGO, a Minnesota municipal corporation, 13400 90th Street NE, Otsego, MN 55330,
hereinafter referred to as the “Municipality” and CAPSTONE LLC, a Minnesota Limited
Liability Company, 19070 Lithium Street NW, Nowthen, Minnesota 55303, hereinafter referred
to as the “Consultant”.
WHEREAS, the Municipality is of the opinion that the Consultant has the necessary
qualifications, experience and abilities to provide consulting services to them; and
WHEREAS, the Consultant is agreeable to providing such consulting services to the
Municipality on the terms set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which consideration
is hereby acknowledged, the Municipality and the Consultant (individually the “Party”
and collectively the “Parties” to this Agreement) agree as follows:
A. SERVICES PROVIDED
1. The Municipality hereby agrees to engage the Consultant to provide the
Municipality with the following consulting services (the “Services”):
a. PRIMARY SERVICE – EVALUATION OF AND PLANNING FOR
FUTURE FIRE SERVICE DELIVERY OPTIONS.
1. Provide general assistance with data collection, evaluation of
implementation options, and management in the planning of future
fire services for the City of Otsego. This includes a broad review of the
emergency response services and recommendations.
2. Facilitate initial work groups to educate staff and develop options.
3. Identify and develop operational and capital financial models.
4. Research data, write reports, develop plans, make presentations, and
hold meetings with stakeholders.
5. Identify areas of need for short- and long-term planning.
6. Other tasks needed to create viable options for the city to consider.
b. OPTIONAL SERVICES - TO BE DISCUSSED AND APPROVED BY THE
CITY COUNCIL
1. Review the Municipality’s emergency response plan.
2. Update the Municipality’s emergency response plan.
3. Provide training to Municipality staff and Council on their role during a
community emergency or disaster.
2. The Services will also include any other consulting tasks which the Parties may
agree on as the services progress.
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B. PAYMENT
1. The Municipality herby agrees to pay the Consultant for professional services as
outlined below.
a. Work performed by the Consultant will be billed to the Municipality at a rate
of Ninety dollars ($90.00) per hour.
b. Where travel is required, and the Consultants personal vehicle is used, the
Consultant will bill the Municipality at the current milage rate listed on the IRS
website. All other travel will be reimbursed to the consultant.
c. If work outside the scope of services listed is requested by the Municipality, the
Consultant shall be notified immediately, and the two parties shall agree to the
scope of work and expected timelines.
d. If unforeseen costs are identified, the Consultant will notify the Municipality
for approval prior to spending funds.
e. No claim for payment by Consultant shall be paid unless it is detailed and
otherwise in compliance with the claim requirements of Minn. Stat. §§ 471.38;
471.391; and any other applicable law. Before paying a claim that involved the
use of materials or labor supplied by someone other than the Consultant, the
Municipality may require Consultant to supply proof of payment for such
materials or labor. Claims for payment will be audited, reviewed, and processed
for payment by the Municipality during the next regularly scheduled City
Council meeting after a claim is submitted.
C. OTHER PARTIES
1. It is anticipated by the Parties that the Consultant may need to hire a third party to
assist with portions of this Agreement in order to expediate the development of
this department, and bring in outside experts such as GIS professionals, Training
Coordinators, and other vendors to perform necessary work. However,
Consultant shall not delegate or enter into any subcontract for performance of any
services contemplated under this Agreement nor assign any interest in the
Agreement without the prior written approval of the Municipality and subject to
such conditions and provisions as Municipality may deem necessary or desirable
in its sole discretion. If Municipality permits the use of subconsultants, no
subconsultant may perform any work under this Agreement without first
providing Municipality certificates of insurance showing all of the coverage
required in Section E of this Agreement. Consultant shall be responsible for the
performance of all subconsultants. Consultant shall pay the subconsultants for
undisputed services provided by them within 10 days of receiving payment from
the Municipality.
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D. INDEMNIFICATION
1. All claims that arise or may arise against Consultant, its agents, servants, or
employees as a consequence of any act or omission on the part of the Consultant or
its agents, servants, or employees while engaged in the performance of the
Agreement shall in no way be the obligation or responsibility of the Municipality.
Consultant shall indemnify, hold harmless, and defend the Municipality, its officers,
agents, and employees against any and all liability, loss, costs, damages, expenses,
claims or actions, including attorney fees which the Municipality, its officers,
agents, or employees may hereafter sustain, incur, or be required to pay, arising out
of or by reason of any act or omission of Consultant, its agents, servants or
employee, in the execution, performance, or failure to adequately perform
Consultant’s obligations pursuant to this Agreement.
2. Nothing in this Agreement shall constitute a waiver by the Municipality of any
statutory limits or immunities from liability.
E. INSURANCE
1. Consultant agrees that it will provide and always maintain during the term of this
Agreement such insurance coverages as are indicated herein and that will otherwise
comply with the provisions that follow. Such policy or policies shall apply to the
extent of, but not as a limitation upon or in satisfaction of, the indemnity provisions
of this agreement. The provisions of this section shall also apply to all
subconsultants, other lower tier Consultants, independent Consultants engaged by
Consultant with respect to this Agreement, and Consultant shall be entirely
responsible for securing the compliance of all such persons or parties with these
provisions. All policies required by this Agreement shall be issued by financially
responsible insurers licensed to do business in the State of Minnesota. Consultant
shall not commence or perform any work under this Agreement until certificates of
insurance are presented to the Municipality showing the required coverages are in
full force and effect with at least the required coverage limit amounts.
2. Consultant shall maintain during the entire term of this Agreement the following
insurance coverage and provide Municipality a certificate of insurance showing
such coverage before providing any services under this Agreement: (1) Commercial
general liability insurance coverage with a policy limit of at least $1,500,000 per
occurrence; (2) Business automobile liability coverage with liability limits of at
least $1,000,000; and (3) Workers’ compensation insurance. If Consultant is not
required by law to carry workers’ compensation insurance, in place of proof of
workers’ compensation insurance, Consultant may provide a written statement of
exemption specifying the particular provision of Minn. Stat. §176.041 that exempts
Consultant from having to carry such coverage.
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F. INDEPENDENT CONTRACTOR
1. Consultant acknowledges and agrees that it is an independent contractor and that
nothing herein shall be construed to create the relationship of employer and
employee between Municipality and Consultant. No employee related
withholdings or deductions shall be made from payments due
Consultant. Consultant shall not be entitled to receive any benefits from
Municipality and shall not be eligible for workers’ compensation or unemployment
benefits. Consultant shall always be free to exercise initiative, judgment, and
discretion in how best to perform or provide the services identified herein.
2. Nothing within this Agreement shall be deemed to prohibit the Consultant from
working for other municipalities or clients. Nothing in the Agreement prohibits the
Municipality from retaining the services of other public safety consultants as the
Municipality deems appropriate or necessary.
H. TERM OF AGREEMENT
1. The term of this Agreement (the “Term”) will begin on the date of this Agreement
and will remain in full force and effect until the completion of the Services,
subject to earlier termination as provided in this Agreement. The Term may be
extended with the written consent of both the Consultant and the Municipality.
2. This Agreement may be terminated by either party delivering to the other party
written notice of termination.
3. In the event of termination by the Municipality, the Municipality shall pay the
Consultant for work completed and expenses incurred prior to the effective date
of the termination.
I. GENERAL TERMS
1. Consultant shall abide by all federal, state, or local laws, statutes, ordinances,
rules, and regulations including but not limited to, all safety standards now in
effect or hereinafter adopted pertaining to this Agreement or to the facilities,
programs, and staff for which Consultant is responsible. Consultant shall procure,
at Consultant’s expense, all permits, licenses, or other rights required for the
provision of the services contemplated by this Agreement. Consultant shall
inform Municipality of any changes in any of the above permits, licenses, or other
rights issued within five days of occurrence. If a permit or permission must be
obtained by Municipality before Consultant can perform services under this
Agreement, Consultant shall immediately notify Municipality of this need and
shall assist Municipality as needed to obtain the permit or permission.
2. This Agreement shall be governed by and construed in accordance with the laws
of the State of Minnesota.
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3. The provisions of this Agreement shall be deemed severable. If any part of this
Agreement is rendered void, invalid or otherwise unenforceable, such rendering
shall not affect the validity and enforceability of the remainder of this
Agreement.
4. All express representations, waivers, indemnifications, and limitations of liability
included in this Agreement will survive its completion or termination for any
reason.
5. Any reports, budgets, passwords, or other materials created during the formation
of this department, become the property of the Municipality. However, any
further distribution of this material by the Municipality shall note the Consultant
as the source.
IN WITNESS WHEREOF, the Parties, have caused this Agreement to be approved on the date
and year first written above.
CITY OF OTSEGO
By: ________________________________
Jessica Stockamp, Mayor
And: _______________________________
Adam Flaherty, City Administrator/Finance Director
Capstone LLC
By: ________________________________
Jerry L. Streich, CEO