HomeMy WebLinkAboutStaff Report 3.D 9/8/2014DATE: September 8, 2014
TO: Honorable Mayor and Members of the City Council through City Manager
FROM: Dan St. JoC' E — Director, Public Works & Utilities
Leah G. Walker, P.E. — Environmental Services Manager
SUBJECT: Resolution Authorizing the City Manager to Execute a Professional Services
Agreement with GHD, Inc. for an Addendum to the Environmental Impact Report
(EIR) for Ellis Creek Water Recycling Facility
RECOMMENDATION
It is recommended that the City Council adopt the attached Resolution Authorizing the City
Manager to Execute a Professional Services Agreement with GHD, Inc. for an Addendum to the
Environmental Impact Report (EIR) for the Ellis Creek Water Recycling Facility.
BACKGROUND
The City's Ellis Creels Water Recycling Facility (ECWRF) has been in operation since early
2009 and currently processes an average dry weather daily flow of 4.7 MGD (million gallons per
day). Generally the plant has worked well and has consistently achieved compliance with all
requirements. However, as explained in previous Council meetings and in a public workshop on
March 11, 2013, the wastewater loading increases will require the City to add an additional
digester and other ancillary improvements as identified in ongoing operational reviews of the
facilities. In addition, staff seeks to beneficially use bio -methane produced as a byproduct of
anaerobic digestion and increase recycled water production to meet increased demand.
The EIR for the ECWRF, referred to as the Water Recycling Facility and River Access
Improvements EIR — State Clearinghouse #2001052089, was certified by the City of Petaluma in
2002. Subsequently, minor changes were made before and during construction of the treatment
plant facilities which required four EIR Addenda dated April 2004, July 2005, February 2006,
and April 2007.
The proposed plant improvements will require another addendum to the EIR. The ECWRF
evaluations identify the need for additional facilities to treat the liquids and solids portions of the
wastewater stream; the most immediate is for additional solids digestion and handling capacity.
In addition, staff has identified the environmental and economic benefits to add facilities to filter
and reuse methane gas produced by anaerobic digestion. Staff proposes adding gas scrubbing
Agenda Review:
City Attorney Finance Director City Managerl
equipment and a pumping facility to produce and dispose Compressed Natural Gas (CNG). CNG
can be used to fuel Petaluma Transit buses and garbage collection vehicles when new CNG
compatible vehicles are purchased to replace the existing diesel drive vehicles. Staff is seeking
grant funding for these facilities. Recycled water demand continues to increase through
extension of the "purple pipe" system to parks and open space, and increased agricultural
demand. This demand drives the need to increase filtration and disinfection capacity in the
recycle treatment chain. An essential step to improving these facilities at ECWRF is to update
the EIR to include the requisite modifications.
The proposed action meets Council Goal: "Plan for and implement priority capital projects as
funding permits."
DISCUSSION
The proposed process improvements for solids treatment, CNG production and recycling will be
located in areas that are either paved or were previously disturbed during construction of the
ECWRF and were already evaluated in the original EIR. An EIR Addendum will indicate that
the proposed project facilities are consistent with the 2002 Certified EIR for the site and will
allow compliance with the Mitigation Monitoring and Reporting Program. The EIR Addendum
will be brought back to City Council for approval.
GHD Inc. is an international firm providing professional services in water, energy and resources,
environment, property and buildings, and transportation. The GHD staff proposed for the EIR
Addendum has prepared all the environmental documentation for the ECWRF since the initial
EIR in 2002 and therefore has significant knowledge and expertise in all relevant areas of the
facility. The services under the proposed agreement would be performed by the Santa Rosa
office of GHD. Because of GHD's background and competency in this area, no other firms were
included in the request for proposal process.
The tasks for completing the EIR addendum include:
Task 1. — Administrative Draft Addendum.
GHD will prepare the project description for the project components. The environmental
review will focus on agricultural impacts, potential air quality and noise impacts from
construction, traffic impacts from increased truck trips during operation, hydrology
impacts from increased impervious surface, and a quantification of the reduction of
greenhouse gas emissions that would be realized from implementation of the Project.
Task 2. — Final Addendum.
GHD will respond to City and public comments to the Administrative Draft and produce
a Final Addendum.
Task 3. — Findings. Statement of Overriding Considerations. and Notice of Determination.
GHD will prepare draft Findings for revised mitigation measures, and a draft Statement
of Overriding Considerations for significant and unavoidable impacts to agricultural
lands for City use with the project approval. GHD will file the Notice of Determination
(NOD) with the County Clerk and the State Clearinghouse.
The estimated professional service fee for the above tasks is $23,924.
In addition to the above tasks, staff recommends that the agreement include an allowance for
"On Call Assistance" to address other environmental tasks, permit assistance, and/or pre -
construction assistance as may arise during the preparation of the Final Addendum and Findings.
Task 4. — On-call Permitting and Pre -construction Assistance.
Assistance with permitting and implementation of pre -construction mitigation
requirements on an as -needed basis, for example, assistance with the Bay Area Air
Quality Management District's Authority for Construction application, pre -construction
bird nesting surveys, or preparation of a Construction Storm Water Pollution Prevention
Plan (SWPPP). Upon request from the City, GHD will provide a task -specific scope of
work and budget for each task.
The agreement establishes a budget for Optional Task 4 of $24,960.
Staff believes that the cost of services is reasonable for the enumerated services because of
GHD's past experience with the plant and recommends award of the Professional Services
Agreement to GHD Inc. for an Addendum to the EIR for the ECWRF.
FINANCIAL IMPACTS
The total 2014/15 CIP budget for the ECWRF solids handling project (066501305) is
$2,984,000. The agreement is for a period through June 30, 2015 at a projected cost not to
exceed $48,884 which is included in the project budget.
ATTACHMENTS
1. Resolution
2. Professional Services Agreement
Attachment 1
RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A
PROFESSIONAL SERVICES AGREEMENT WITH GHD, INC FOR AN ADDENDUM
TO THE ENVIRONMENTAL IMPACT REPORT FOR ELLIS CREEK WATER
RECYCLING FACILITY
WHEREAS, the City of Petaluma has assessed the Ellis Creek Water Recycling Facility
(ECWRF) operations, and compliance; and
WHEREAS, the City has determined that improvements are needed to the ECWRF to handle
the solids portion of the wastewater stream including an additional anaerobic digester, and
increased capacity of the recycled water treatment train; and
WHEREAS, the City has determined that it would be beneficial to consider the addition of
facilities to treat and reuse bio -methane gas produced as a byproduct of anaerobic digestion; and
WHEREAS, the City certified the Environmental Impact Report (EIR) for the ECWRF (referred
to as the Water Recycling Facility and River Access Improvements EIR — State Clearinghouse
#2001052089) in 2002 as well as four EIR Addenda, dated April 2004, July 2005, February
2006, and April 2007; and
WHEREAS, the City is required to adopt an EIR Addendum indicating that the proposed project
facilities are consistent with the 2002 Certified EIR for the site and that it will comply with the
Mitigation Monitoring and Reporting Program; and
WHEREAS, GHD Inc. has significant knowledge and expertise in all related areas of the
ECWRF facility and the GHD staff preparing the EIR addendum has prepared all the
environmental documentation for the ECWRF since the initial EIR in 2002; and
WHEREAS, GHD, Inc., of Santa Rosa, California, submitted a comprehensive and complete
proposal, considered by staff to be fair and reasonable, to perform the requisite services needed
to amend the existing EIR for the identified plant improvements.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Petaluma
hereby:
1. Authorizes the City Manager to Execute a Professional Services Agreement with GHD,
Inc. for an Addendum to the Environmental Impact Report (EIR) for the Ellis Creek
Water Recycling Facility (ECWRF) in an amount not to exceed $48,884.
4
Exhibit A
PROI+ESSIONAL SERVICES AGREEMENT
Addendum to the Ellis Creek Water Recycling Facility (WRF) and River Access Improvements
Environmental Impact Report (EIR)
(Title of Project)
FY 14-15
Fund R 6600
Cost Center 66999
Object Code 54150 Project f.' C66501305-30120 Amount $418,884
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or contracts lvith multiple
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THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into and effective
as of 20_ ("Eftective Date"), by and between the City of Petaluma, a
municipal corporation and a charter city ("City") and GHD. Inc., a ("Consultant")
(collectively, the "Parties").
WHEREAS, the Parties enter into this Agreement for the purpose of Consultant providing
professional services to City under the terms and conditions set forth herein.
THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties
agree as follows:
Services. Consultant shall provide the services as described in and in accordance with
the schedule set forth in Exhibit "A" attached hereto and incorporated herein
("Services").
2. Comnensation: Business Tax Certificate.
A. For the full performance of the Set -vices as described herein, City shall
compensate Consultant in accordance with the rates snecified in Exhibit A.
B. Consultant shalt submit detailed monthly invoices reflecting all services
performed during the preceding month, and including a revised schedule for
performance and additional documentation requested by City, as applicable.
C. Consultant shall be compensated for services in addition to those described in
Exhibit A, only if Consultant and City execute a written amendment to this
Agreement describing the additional services to be performed and the
compensation to be paid for such services. In no case shall the total compensation
under this Agreement exceed $48.854 without prior written authorization of the
City Manager. Further, no compensation for a section or work program
component attached with a specific budget shall be exceeded without prior written
authorization of the City Manager.
D. Notwithstanding any provision herein, Consultant shall not be paid any
compensation until such time as Consultant has on file with the City Finance
Department a current W-9 form available from the IRS website (wwwdrs.l;ov)
and has obtained a currently valid Petaluma business tax certificate.
PROFESSIONAL SERVICES AGREEMENT
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E. City's obligation to pay compensation to Consultant as provided herein is
contingent upon Consultant's performance of the Services pursuant to the terms
and conditions of this Agreement and any amendments thereto.
3. Term. The term of this Agreement commences on the Effective Date, and terminates on
June 30, 2015, unless sooner terminated in accordance with Section 4. Upon termination,
any and all of City's documents or materials provided to Consultant and any and all of
the documents or materials prepared for City or relating to the performance of the
Services, shall be delivered to the City as soon as possible, but not later than fourteen
(14) days after termination of the Agreement.
4. Termination. City may terminate this Agreement without cause upon ten (10) days'
written notice. City may immediately terminate or suspend this Agreement for cause.
Cause for immediate termination or suspension shall include, but not be limited to, any
breach of this Agreement by Consultant or Consultant's bankruptcy or insolvency. Upon
receipt of notice of termination or suspension for cause, Consultant shall immediately
stop all work in progress under this Agreement. In the event of early termination of this
Agreement by City, Consultant shall be entitled to payment for all Services performed to
the date of termination to the extent such Services were performed to the satisfaction of
City in accordance with the terms and conditions of this Agreement. If City terminates
this Agreement for cause, Consultant shall be liable to City for any excess cost City
incurs for completion of the Services.
5. Consultant's Representation; independent Contractor. Consultant represents that
Consultant possesses distinct professional skills in performing the Services. City has
relied upon said representation as a material inducement to enter into this Agreement.
Consultant shall, therefore, provide properly skilled professional and technical personnel
to perform all Services under this Agreement. It is expressly understood that Consultant
and its agents and employees, shall act in an independent capacity and as an independent
contractor and not as officers, employees or agents of City. This Agreement shall not be
construed as an agreement for employment.
6. Facilities and Equinment. Consultant shall, at its sole cost and expense, furnish all
facilities and equipment that may be required for furnishing Services pursuant to this
Agreement. City shall furnish to Consultant no facilities or equipment, unless the City
otherwise agrees in writing to provide the same.
7. Licenses, Permits, Etc. Consultant shall, at Consultant's sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits or other such
approvals which are legally required for performing the Services.
8. Time. Consultant shall devote such time to the performance of the Services as may be
reasonably necessary for satisfactory performance of Consultant's obligations pursuant to
this Agreement.
9. Inspection. Consultant shall provide the City every reasonable opportunity to ascertain
that the Services are being performed in accordance with the requirements and intentions
of this Agreement. All work done and materials furnished, if any, shall be subject to
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` PROFESSIONAL SERVICES AGREEMENT
(oon}? I) June 201 I
6
inspection and approval by the City. The inspection of such work shall not relieve
Consultant of any of its obligations pursuant to this Agreement.
10. Progress Renorts. Upon the City's request, Consultant shall provide, in a form
acceptable to City, written progress reports of all oral and written observations, opinions,
recommendations, analyses, progress and conclusions related to Consultant's
performance of the Services.
11. Confidentiality. In the course of Consultant's employment, Consultant may have access
to trade secrets and confidential information, disclosure of which is protected or limited
by law. Consultant shall not directly or indirectly disclose or use any such confidential
information, except as required for the performance of the Services.
12. Conflict of interest. Consultant represents that it presently has no interest, and
covenants that it shall not acquire any interest, direct or indirect, financial or otherwise,
which would conflict in anv manner or degree with the performance of the Services
hereunder. Consultant further covenants that, in the performance of this Agreement, it
shall not employ any subcontractor or person having such a conflict of interest.
Consultant represents that no one who has or will have any financial interest under the
Agreement is an officer or employee of City. If such conflict of interest arises during this
Agreement or any extension, Consultant will immediately advise City and City may, at
its sole discretion, immediately terminate this Agreement. Certain Consultants are
subject to the requirements, including the disclosure and reporting requirements, of the
City's Conflict of Interest Code adopted pursuant to the Political Reform Act. Such
Consultants subject to the City's Conflict of Interest Code include those whose work may
involve: making government decisions regarding approval or adoption of rates, rules, or
regulations, action on permits or other applications, authorization to enter into or modify
contracts, or approval of plans, designs, reports, or studies. Consultant agrees to comply
fully with all such requirements to the extent they apply to Consultant's performance of
the Services,
13. Consultant No Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever.
14. Standard of Performance. Consultant shall perform all the Services in a manner
consistent with the standards of Consultant's profession. All instruments of service of
whatsoever nature, which Consultant delivers to City pursuant to this Agreement, shall be
prepared in a substantial, workmanlike manner and conform to the standards of
Consultant's profession. All such instruments of service shall become the sole and
exclusive property of City upon delivery of the same.
15. Assignment/Transfer. No assignment or transfer in whole or in part of this Agreement
shall be made without the prior written consent of City.
16. Subcontractors. Consultant shall directly perform all Services, and shall not subcontract
any portion of performance of the Services without the prior written consent of City.
Any such subcontractors shall be required to comply, to the full extent applicable, with
3
PROFESSIONAL SERVICES .AGREEMENT
(60932 1) .luno 2011
7
the terms and conditions of this Agreement, including but not limited to_ procuring and
maintaining insurance coverage as required herein and which shall name City as an
additional insured.
17. Comnliance With All Laws. Consultant shall fully comply with all applicable local,
state and federal rules, laws, regulations and ordinances pertaining to the performance of
the Services required hereunder, including but not limited to, the California Building
Standards Code as in effect in the City, the Americans with Disabilities Act, and any laws
and regulations related to any copyright, patent, trademark or other intellectual property
right involved in performance of the Services. Consultant's failure to comply with any
law(s) or regulation(s) applicable to the performance of the Services hereunder shall
constitute a material breach of this Agreement. To the extent that any other government
agency or entity provides compensation for any Services, Consultant shall comply with
all rules and regulations applicable to such fiscal assistance.
18. Living Wage Ordinance. Without limiting the foregoing Section 17, Consultant shall
comply fully with all applicable requirements of Petaluma Municipal Code, Chapter 8.36,
Living Wage (the "Living Wage Ordinance"), as the same may be amended from time to
time. Upon the City's request Consultant shall promptly provide to the City documents
and information verifying Consultant's compliance with the requirements of the Living
Wage Ordinance, and shall within fifrcen (15) calendar days of the Effective Date of this
Agreement, notify each of its affected employees as to the amount of wages and time off
that are required to be provided to them pursuant to the Living Wage Ordinance. The
Acknowledgement and Certification Pursuant to City of Petaluma Living Wage
Ordinance, attached to this Agreement as Exhibit C, shall be a part of this Agreement for
all purposes, and Consultants that are subject to Living Wage Ordinance requirements, as
determined by the City, must provide a properly completed Exhibit C in accordance with
the requirements of the Living Wage Ordinance. Consultant's noncompliance with the
applicable requirements of the Living Wage Ordinance shall constitute cause for City's
termination of this Agreement pursuant to Section 4 hereof.
19. Discrimination. During the performance of this Agreement Consultant shall not
discriminate against any employee or applicant for employment because of race, religion,
creed, color, national origin; ancestry, gender, sexual orientation, age or physical or
mental disability in violation of any applicable law.
20. Notice. Except as otherwise specified in this Agreement, all notices to be sent pursuant
to this Agreement shall be made in writing, and sent to the Parties at their respective
addresses specified below or to such other address as a Party may designate by written
notice delivered to the other Party in accordance with this Section. All such notices shall
be sent by:
(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall be
deemed delivered on receipt if delivery is confirmed by a return receipt;
(iii) nationally recognized overnight courier, with charges prepaid or charged to the
sender's account, in which case notice is effective on delivery if delivery is
confirmed by the delivery service; or
PROFESSIONAL SERVICES AGREFMEN'r
(IIU93ri) June 2011
8
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal. provided that ('a) a duplicate copy of the notice is promptly delivered
by first-class or certified mail or by overnight delivery, or (b) a transmission
report is generated reflecting the accurate transmission thereof. Any notice given
by facsimile shall be considered to have been received on the next business day if
it is received after 5:00 p.m. recipient's time or on a nonbusiness day.
City: City Clerk
City of Petaluma
Post Office Box 61
Petaluma California 94953
Phone: (707) 775-4360
Fax: (707) 778-4554
Email: cityclerk&i.petaluma.ca.us
And:
Dan St. John. F.ASCE
Director, Public Works & Utilities
202 N. McDowell Blvd.
Petaluma, CA 94954
Phone: 707-776-3777
Fax: 707-776-3746
Email: Iwalker a,ci.netaluma.ca.us
Consultant: Pat Collins. Senior Proiect Manaeer
GHD. Inc.
2235 Mercury Wav, Suite 150
Santa Rosa. CA 95407
Phone: 707-523-1010
Fax: 707-527-8679
Email: uat.collinsnwand.com
21. Ownership of Documents. All original papers, documents or computer material on disk
or microfilm, and copies thereof, produced as a result of this Agreement, shall be the
property of City and may not be used by Consultant without the written consent of City.
Copies of such documents or papers shall not be disclosed to others without the written
consent of the City Manager or his or her designated representative.
22. Indeneni6cation. To the maximum extent permitted by law, Consultant shall, at its own
expense, indemnify, defend with counsel acceptable to the City, (which acceptance will
not be unreasonably withheld), and hold harmless City and its officers, officials,
employees, agents and volunteers ("Indemnitees") from and against any and all liability,
loss, damage, claims, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, civil penalties and fines, expenses and costs (including, without
limitation, claims expenses, attorney's fees and costs and fees of litigation) (collectively,
"'Liability") of every nature, whether actual, alleged or threatened, arising out of or in
connection with the Services or Consultant's failure to comply with any of the terms of
this Agreement, regardless of any fault or alleged fault of the hidemnitees.
PROFESSIONAL SERVICES AGREEMENT
(09321) Junc 2011
9
The Consultant's obligation to indemnify, defend and hold harmless under this provision
shall not be excused because of the Consultant's inability to evaluate Liability, or because
the Consultant evaluates Liability and determines that the Consultant is not or may not be
liable. The Consultant must respond within 30 calendar days to any tender for defense
and indemnity by the City, unless the tittle for responding has been extended by an
authorized representative of the City in writing. If the Consultant fails to accept tender of
defense and indemnity within 30 calendar days, in addition to any other remedies
authorized by law, so much of the money due or that may become due the Consultant
under this Agreement as shall reasonably be considered necessary by the City, may be
retained by the City until disposition has been made of the matter subject to tender, or
until the Consultant accepts the tender, whichever occurs fust. In the event that the City
must file responsive documents in a matter tendered to Consultant prior to Consultant's
acceptance of tender, Consultant agrees to fully reimburse all costs, including but not
limited to attorneys fees and costs and fees of litigation, incurred by the City in filing
such responsive documents.
The Consultant waives any and all rights to express or implied indenmtity against the
Indemnitees concerning any Liability of tine Consultant arising out of or in connection
with the Services or Consultant's failure to comply with any of the terms of this
Agreement.
Notwithstanding the foregoing, to the extent this Agreement is a "construction contract"
as defined by California Civil Code Section 2783, as may be amended from time to time,
Consultant's duty to indemnify under this provision shall not apply when to do so would
be prohibited by California Civil Code Section 2782, as may be amended from time to
time.
Notwithstanding the foregoing, to the extent that the Services include design professional
set -vices subject to California Civil Code Section 2782.8, as may be amended from time
to time, Consultant's duty to indemnify shall ortly be to the maximon extent permitted by
California Civil Code Section 2782.8.
23, Insurance. Consultant shall comply with the "Insurance Requirements for Consultants"
in Exhibit B-2, attached hereto and incorporated herein by reference. [Indicate attached
exhibit, e.g., .,B_1 ., "B-2 ,, ..B_3 or "B-4. .,]
24. Amendment. This Agreement may be amended only by a written instrument executed
by both Parties.
25. Litigation. If litigation ensues which pertains to the subject matter of Consultant's
services hereunder, Consultant, upon request from City, agrees to testify therein at a
reasonable and customary fee,
26. Construction. This Agreement is the product of negotiation and compromise on the part
of both Panties and that the Parties agree that, notwithstanding Civil Code Section 1654,
any uncertainty in the Agreement shall not be construed against the drafter of the
Agreement.
PROFESSIONAL SERVICES AGREEMENT
(609321) Aine 2011
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27. Governing Law; Venue. This Agreement shall be enforced and interpreted under the
laws of the State of California and the City of Petaluma. Any action arising from or
brought in connection with this Agreement shall be venued in a court of competent
jurisdiction in the County of Sonoma, State of California.
23. Non -Waiver. The City's failure to enforce any provision of this Agreement or the
waiver thereof in a particular instance shall not be construed as a general waiver of any
part of such provision. The provision shall remain infill force and effect.
29. Severabilitv. If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
30. No 'Third Partv Beneficiaries. The Parties do not intend to create, and nothing in this
Agreement shall be construed to create any benefit or tight in any third party.
3l. Mediation. The Parties agree to make a good faith attempt to resolve any dispute arising
out of this Agreement through mediation prior to commencing litigation. The Parties
shall mutually agree upon the mediator and shall divide the costs of mediation equally.
32. Consultant's Books and Records.
A. Consultant shall maintain any and all ledgers, books of accounts, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating
to charges for services, or expenditures and disbursements charged to the City for
a minimum period of three (3) years or for any longer period required by law,
from the date of final payment to Consultant pursuant to this Agreement.
B. Consultant shall maintain all documents and records which demonstrate
performance under this Agreement for a minimum period of three (3) years or for
any longer period required by law, from tite date of termination or completion of
this Agreement.
C. Any records or documents required to be maintained pursuant to this Agreement
shall be made available for inspection or audit, at any tittle during regular business
hours, upon written request by the City Manager, City Attorney, City Finance
Director, or a designated representative of these officers. Copies of such
documents shall be provided to the City for inspection at Petaluma City Hall
when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon; rte records shall be available at Consultant's address indicated for receipt
of notices in this Agreement.
D. Where City has reason to believe that such records or documents may be lost or
discarded due to dissolution, disbandment or termination of Consultant's
business, City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and
documents be maintained in Petaluma City Hall. Access to such records and
documents shall be granted to any party authorized by Consultant, Consultant's
representatives, or Consultant's successor in interest.
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34. Headings. The headings used in this Agreement are for convenience only and are not
intended to affect the interpretation or construction of any provisions herein.
35. Survival. All obligations arising prior to the termination or expiration of this Agreement
and all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination or expiration of this Agreement.
36. Entire Agreement. This Agreement, including the exhibits attached hereto and
incorporated herein, constitutes the entire agreement between the Patties with respect to
the Services, and supersedes all prior agreements or understandings, oral or written,
between the Parties in this regard.
IN WITNESS WHEREOF, the parties hereto have executed this document the day; month and
year first above written.
CITY OF PETALUMA
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
APPROVED:
Deparancnt Director
APPROVED:
Risk Manager
APPROVED:
Finance Director
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PROFESSIONAL SERVICES AGREEMENT
(609321) Imre 3011
12
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GHD Professional Services Agreement
Title: Addendum to the Ellis Creek Water Recycling Facility (WRF) and River Access Improvements
Environmental Impact Report (EIR)
Term: Through June 30, 2015
Cost: $48,884 (Required Tasks 1-3 = 523,924, Option Task 4 = $24,960)
Scope of Work:
The City of Petaluma proposes to expand the solids handling facilities at the Ellis Creek WRF to process
increased industrial loadings and to accept High Strength Waste (HSW) and food waste. In addition, The
City proposes to add facilities to convert existing and future methane gas produced in the wastewater
treatment process to compressed natural gas (CNG) to be used in City vehicles. The existing EIR for the
Ellis Creek WRF was certified in 2002. An addendum to the EIR for the new facilities is required. The
Addendum will cover the following new or repurposed facilities at the existing Ellis Creek WRF:
Solids Process Improvements/Expansion:
1. New 550,000 -gallon anaerobic digester (to be located on existing pavement).
2. Repurposed existing acid -phase digesters to HSW equalization tanks.
3. Screw press and sludge -cake handling equipment (to be located in a new building on existing
pavement).
4. Boiler (to be located within an existing building).
5. Heat exchanger (to be located within an existing building).
6. Gravity belt thickener (to be located within an existing building).
7. Food waste paddle finisher (to be located on existing pavement).
Biofuel/Compressed Natural Gas Facilities:
1. Methane scrubbing equipment (to be located on existing pavement).
2. Heating and mixing area (to be located on existing pavement).
3. 8 -inch transfer pipe (400 feet long to be buried beneath existing pavement).
4. CNG pipe to fueling station (2,000 feet long to be buried beneath existing roadway).
5. CNG Fueling Station (to be located in field in north corner of Ellis Creek WRF as indicated on Figure
1 dated March 2014 of the City's California Energy Commission grant application).
Task 1. Administrative Draft Addendum
GHD will prepare the project description for the project components listed above using engineering and
graphics support from Kennedy/Jenks Consultants. The environmental review will focus on agricultural
impacts, potential air quality and noise impacts from construction, traffic impacts from increased truck
trips during operation, and hydrology impacts from increased impervious surface. The Administrative Draft
Addendum will be provided In electronic PDF format for review by the City.
Agricultural Impacts. The CNG Fueling Station will remove agricultural land from production. Impacts to
agricultural lands were analyzed in the WRF EIR and found to be significant and unavoidable. The
Addendum will rely on the previous analysis from the WRF EIR.
Noise and Air Quality Impacts during Construction. The WRF EIR incorporated controls and measures for
reducing impacts from noise and air quality during construction. It is assumed that these same controls
and measures will be incorporated into the construction of the improvements covered by this addendum.
It is anticipated that some minor changes may be required to PD -14 Construct Air Quality Controls in light
of newer recommendations provided by the Bay Area Air Quality Management District.
Traffic Impacts during Operation. Given the low number of bus/truck trips anticipated with implementation
of the proposed improvements, a traffic impact study is not necessary. In addition, it is anticipated that a
13
EXHIBIT A
majority of the bus/truck trips would not occur during the A.M. or P.M. commute. Therefore, traffic will be
analyzed qualitatively.
Hydrology and Water Quality. The construction of the fueling station will disturb more than an acre. It is
anticipated that PD -6 Construction Erosion and Spill Control Measures, which requires preparation of a
SWPPP would be implemented as part of the project to prevent construction impacts to water quality. In
addition, it is assumed that the WRF's Industrial SWPPP will be updated to include the new Facilities
associated with this project.
Greenhouse Gas Analysis. The Addendum will include a quantification of the reduction of greenhouse
gas emissions that would be realized from implementation of the Project.
Estimated Cost for Task 1: $13,796
Task 2. Final Addendum
GHD will respond to City comments and produce a final Addendum. It is assumed that the Addendum will
be used by the City Council to authorize staff to accepting the grant, if awarded. Attendance at one City
Council meeting is included.
Estimated Cost for Task 2: $4,904
Task 3. Findings, Statement of Overriding Considerations, and Notice of Determination
GHD will prepare draft Findings (for revised mitigation measures) and a draft Statement of Overriding
Considerations (for significant and unavoidable impacts to agricultural lands) for City use with the project
approval. GHD will file the Notice of Determination (NOD) with the County Clerk and the State
Clearinghouse.
Estimated Cost for Task 3: $5,224
Task 4. On-call Permitting and Pre -construction Assistance (OPTIONAL TASK)
This task includes assistance with permitting and implementation of pre -construction mitigation
requirements on an as -needed basis. GHD will not proceed with any work without authorization from the
City. This task could include, for example, items such as assistance with the BAAQMD's Authority to
Construct application, pre -construction bird nesting surveys, or preparation of a Construction Storm Water
Pollution Prevention Plan (SWPPP). Upon request from the City, GHD will provide a task -specific scope
of work and budget for each task.
If the City requests that GHD assist with the Authority to Construct application process, GHD will rely on
the City's engineering consultant to provide the design and specification information for the application.
The Authority to Construct application cannot be completed until the facilities have been designed.
Estimated Cost for Optional Task 4: up to $24,960
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INSURANCE REQUIREMEN'T'S
EXHIBIT B-2
Consultant's performance of the Services under this Agreement shall not commence until
Consultant shall have obtained all insurance required under this paragraph and such insurance
shall have been approved by the City= Attorney as to form and the Risk Manager as to carrier and
sufficiency. All requirements herein provided shall appear either in the body of the insurance
policies or as endorsements and shall specifically bind the insurance carrier.
Consultant shall procure and maintain for the duration of the contract all necessary insurance
against claims now and in the future for injuries to persons or damages to property which may
arise from or in connection with the performance of the Services by the Consultant, the
Consultant's agents, representatives, employees and subcontractors. Required professional
liability insurance shall be maintained at the level specified herein for the duration of this
Agreement and any extension thereof and for twelve additional months following the Agreement
termination or expiration.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage:
a. Personal injury;
b. Contractual liability.
2. Insurance Services Office form covering Automobile Liability, code I (any auto).
1 Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
4. Professional Liability insurance.
5. Such other insurance coverages and limits as may be required by the City.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 per occurrence for bodily injury, personall injury
and property damage. If Commercial General Liability Insurance or other form
with a general aggregate liability is used, either the general aggregate limit shall
apply separately to this Agreement or the general aggregate limit shall be twice
the required occurrence limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property
damage.
3. Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident.
Bodily Injury by Disease - $1,000,000 policy limit.
Bodily Injury by Disease - $1,000,000 each employee.
4. Professional Liability insurance: $1,000,000.
5. Such other insurance coverages and limits as may be required by the City.
C. Deductibles and Self -Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City.
At the option of the City, either: the insurer shall reduce or eliminate such deductibles or
Exhibit 132
Page I ort
INSURANCE RL'QUIREMENPS (City)
(604325) Aptil 2016
15
self-insured retentions as respects the City, its officers, officials, employees, utd
volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
D. Other Insurance Provisions
The required general liability and automobile policies are to contain, or be endorsed to
contain the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be
covered as Additional Insureds as respects: liability arising out of activities
performed by or on behalf of the Consultant; products and completed operations
of the Consultant; premises owned, occupied or used by the Consultant; or
automobiles owned, leased, hired or borrowed by the Consultant. The coverage
shall contain no special limitations on the scope of protection afforded to the City,
its offeers, officials, employees, agents or volunteers.
2. For any claims related to this project, the Consultant's insurance coverage shall be
primary insurance as respects the City, its officers, officials, employees, agents
and volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees, agents or volunteers shall be excess of the
Consultant's insurance and shall not contribute with it.
3. Any failure to comply with reporting or other provisions of the policies including
breaches of warranties shall not affect coverage provided to the City, its officers,
officials, employees; agents or volunteers.
4. The Consultant's insurance shall apply separately to each insured against whom
claim is made or suit is brought except, with respect to the limits of the insurer's
liability.
5. Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either party, reduced in
coverage or in limits except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been given to the City.
6. Consultant agrees to waive subrogation rights against City regardless of the
applicability of any insurance proceeds, and to require all contractors.
subcontractors or others involved in any way with the Services to do likeMse.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than
ANIL
F. Verification of Coverage
Consultant shall furnish the City with original endorsements effecting coverage required
by this clause. The endorsements are to be signed by a person authorized by that insurer
to bind coverage on its behalf. All endorsements are to be received and approved by the
City before the Services commence.
Exhibit 132
Page 2 of 2
INSURANCE REQUIRENIEN-1-S (City)
(609125) Apnl 2010
16
EXHIBIT C
ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO
CITY OF PETALUMA LIVING WAGE ORDINANCE
PETALUMA MUNICIPAL CODE CHAPTER 8.36
The City of Petaluma laving Wage Ordinance ("Ordinance"), Petaluma Municipal Code Chapter
8.36, applies to certain service contracts, leases, franchises and other agreements or funding
mechanisms providing financial assistance (referred to hereafter. as an "Agreement") between
the City of Petaluma ("City") and/or the Petaluma Community Development Commission
("PCDC") and contractors, lessees, franchisees, and/or recipients of City and/or PCDC funding
or financial benefits ("covered entities").
Pursuant to Petaluma Municipal Code Section 5.36.120, as part of any bid, application or
proposal for any Agreement subject ro the Ordinance, the covered entity shall:
e Acknowledge that the covered entity= is aware of the Ordinance and intends to comply
with its provisions.
Complete the Report of Charges, Complaints, Citations and/or Findings contained in
this Acknowledgement and Certification by providing information, including the date,
subject matter and manner of resolution, if any, of all wage, hour, collective bargaining,
workplace safety, environmental or consumer protection charges, complaints, citations,
and/or findings of violation of law or regulation by any regulatory agency or court
including but not limited to the California Department of Fair Employment and Housing,
Division of Occupational Safety and Health (C)SHA), California Department of Industrial
Relations (Labor Commissioner), Environmental Protection Agency and/or National Libor
Relations Board, which have been filed or presented to the covered entity within the ten
years immediately prior to the bid, proposal, submission or request.
Pursuant to Petaluma Municipal Code Section 8.36.120, before the beginning of the term of any
covered Agreement, or prior to die execution of said Agreement by the City or die PCDC, each
covered entity shall certify that its employees are paid a living wage that is consistent with
Petaluma Municipal Code Chapter S.36.
By executing this Acknowledgement and Certification, the covered entith (i) acknowledges that it
is aware of the Ordinance and intends to comply with its provisions, (it) attests to the accuracy
and completeness of information provided in the Report of Charges, Complaints, Citations
and/or bindings contained herein, (iii) certifies that it pays its covered employees a Living Wage
as defined in Petaluma Municipal Code Chapter 8.36 and (iv) attests that the person executing
ACKNOWT EDGEMENTAND CERTIFICATION PURSUANT T'O
CITY OF PGTALL NIh LIVING WAGE ORDINANCE
Page I of 3
17
this acknowlegement and Cirtification is aurhtorized to bind the covered entity as to the
matters covered in this eledgment and Certification
SO ACKNOWLEDGED and CERTIFIED:
Projector Contract I.D: Addendum to the Ellis Creek Water Recvcline_ Facility (WR_ F)_ and
River Access Imorovemetns Environmental Imoact Reoort
rr' n
(Print Name of Covered Entity/Business Capacity)
By
(Print Naafe),.
(Signature) i
ias
(Title /Capacity of Authorized Sign¢r)
Page 2 of 3
Dater
ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO
CITY OF PETLAUMA LIVING WAGE ORDINANCE
iE
REPORT OF CHARGES, COMPLAINTS, CITATIONS AND/OR FINDINGS
PURSUANT TO PETALUMA MUNICIPAL CODE SECTION 8.36.120
FOR EACf 1 WAGE, HOUR, COLLECTIVE BARC.-,UNING, WORKPLACE SAFETY, P.NVIRONNIF,NTM,
OR CONSUMER PROTECTTON CHARGE, CONIPL.ATNT, CIT'AT'ION, AND/OR FINDING OF VIOLATION
OF LAW OR REGULATION BY ANY REGULATORY AGENCY OR COURT', INCLUDING BUT NOT
LIMITED TO THE CALIFORNLA DEPARTMENT OF FAIR ENIPLIYNIENT AND HOUSING, DIVISION OF
OCCUPATIONAL SAFFTY AND HEAL'm (OSHA), CALIFORNIA DFP.ARTTIENT OF INDUSTRLSL
RELATIONS (LABOR COMMIStiIONER), ENI IRONNIENT,\L PRO'1'EC'C1ON AGENCY AND/OR NATIONAL
LABOR REI--kTIONSBOARD, WHICH:
e AFFECTS YOU AS -i PROSPECTTYT CON9RACTOR, SUBCONTR.kCI'OR, LESSEE, FRANCHISEC
.1ND/OR PARTY TO ANY CITY OF PETALUNL4.WD/OR PF.TALUNLY CONIMUNIT'Y
DEVELOPMENT COAMSSION-FUNDED AGREEMENT OR BENEFIT SUBJECT TO
PE" LUUIM MUNICIP;U- CODE CHAPTER 8.36 (LIVING WAGP. ORDINANCE, AND
® HAS BEEN FILED OR PRESENTED TO YOU WITHIN TI -IE TEN YEARS TMNEDTATRLY PRIOR
TO THE BID, PROPOSAL, SUBMISSION OR REQUEST FOR WHICH TI QTS ACKNOW7_EDGE'AlENT
AND CERTIFICATION IS NUDE.
PLEASE PROVIDE THE DATE, THE REGULATORY AGENCY OR COURT NfAKING THE C-LARGL•
CONIPLAINT-, CITA-11ON OR FINDING, THE SUBJECT NLX'T-rER AND TI IE AL\NNER OP RESOLUTION,
MANY, FOR EACH SUCH CHARGE COMPLAINT, CITATION OR FENDING.
1F NONE, PLEASE SPATE "NONE":
i
ATTACH ADDI'T'IONAL PAGES IF NEEDED.
Date:
Regulatory Agency or Court:
Subject ]\latter.
Resolution, if any:
Expected resolution, if ]mown:
June 2011 (iAlanage #1638697.2)
ACKNOWLEDGBMENI'AND CERTIFICJiTION PURSUANTTO
CITY OF PEMALUMA LIVING WTAGE ORDINANCE
Page 3 of 3
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