HomeMy WebLinkAboutStaff Report 5.B 04/04/2016Agenda Item #5.B
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DATE: April 4, 2016
TO: Honorable Mayor and Members of the City Council through City Manager
FROM: Dan St o CE — Director, Public Works and Utilities
Larry Zimmer, P.E. — Deputy Director, Public Works and Utilities
SUBJECT: Resolution Authorizing Execution of a Professional Services Agreement to
Prepare a Partnership Agreement Proposal Between the U.S. Army Corps of
Engineers and the Multi- Agency Proponents for Dredging the Shallow -Draft
Federal Channels of San Pablo Bay
RECOMMENDATION
It is recommended that the City Council adopt the attached Resolution Authorizing Execution of
a Professional Services Agreement (PSA) to prepare a Partnership Agreement Proposal between
the U.S. Army Corps of Engineers and the Multi- Agency Proponents for Dredging the Shallow -
Draft Federal Channels of San Pablo Bay.
BACKGROUND
The need to dredge the Petaluma River from its connection with San Pablo Bay up to the
Turning Basin is well known. The last federal maintenance dredging occurred in 2003 and prior
to that, the dredge cycle was every four to six years. This section is designated as a shallow draft
Federal Channel and is within the mandate of the US Army Corp of Engineers to dredge,
however, due to competing federal priorities and increased costs of dredging, the normal 4 to 6-
year dredging cycle has been suspended and there appears to be no likely budget for this work in
the future. Therefore, alternatives to the traditional USACE dredging process are being
investigated. Staff has attended a number of events over the past several years involving
Congressman Huffman's office, San Francisco District staff of the USACE, and local business,
yachting, environmental, and shipping interests to help increase awareness of the challenge and
to search for other ways to fund dredging.
During these events, USACE began discussing their goal of developing an alternative process
involving public - private partnerships (P3) and public - public - private partnerships (P4). The P3 /P4
Program would allow the USACE and their local project sponsors to develop more cost effective
approaches that provide a financial incentive to the Army. The USACE is looking for a better
deal for the federal government to achieve their mandates. Examples of potential cost savings are
to gain critical mass by coordinating dredge events in the various shallow channels to minimize
contractor mobilization and de- mobilization costs, or to combine forces for off- hauling facilities
needed to transport dredge material from the barges to a beneficial use site in the marsh or
uplands.
In 2015, two workshops led by Congressman Huffman and Congressman Thompson were held,
one at the Ellis Creek plant and one in Sausalito, to discuss dredging options and funding sources
for local agencies and private businesses. The workshops, which included updates from local
agencies such as the City, challenged local stakeholders to collaborate on cost sharing and
improved efficiencies for local dredging projects in the North Bay. After the second meeting,
Congressman Huffman's office asked Petaluma to serve as the lead agency to form a partnership
of local agencies to engage the USACE, along with other regional agencies and stakeholders, in
a detailed discussion and negotiation with the goal of developing and executing a project
cooperative agreement based on the principles of their P3/P4 program. Since then, the City held
a workshop in November 2015 and a follow -up partnership meeting in January 2016 with the
goal to develop the project approach and to cement the partnership with the other local agencies.
The consensus of these meetings is to move forward with developing a partnership proposal
between the USACE and the partnership of local agencies for dredging shallow draft channels
within the San Pablo Bay region that adheres to the principles exposed by the Corp for P3/P4
projects.
The local agency partnership is a coalition of local government entities seeking to decrease the
costs of dredging federal authorized channels in the Petaluma River, San Rafael Canal, Mare
Island Strait, and Napa River navigation channels. As the Congressmen point out, the USACE
has expressed a priority to seek and engage a P3/P4 partnership and there is power in a larger
regional effort rather than each entity trying to do it alone. The goal is to establish a dredge
program over 20 years and not a single event, as has been the focus in the past. The partnership
will likely require the local partners to come up with some of the funding, cooperation from
private property interests with potential beneficial re -use sites for the spoils, and integration with
the current goals to combat sea level rise in the Bay. Potential local partners include City of San
Rafael, Marin County, Vallejo, Napa County Flood Control District, Sonoma County Water
Agency and the City. The cost of the proposed PSA would split equitably between the local
partners.
DISCUSSION
In order to develop a detailed approach to engage the Corp and local and regional partners, staff
requested that Haley and Aldrich of Walnut Creek provide a scope of work and fee estimate to
prepare a partnership proposal between the U.S. Army Corps of Engineers (USACE) and the
multi - agency proponents for dredging the shallow -draft federal channels of San Pablo Bay.
Haley and Aldrich had attended all of the various workshops and meetings in which local
dredging alternatives were discussed. Their staff displayed expertise on dredging engineering
and management, and detailed knowledge of the federal shallow draft channels feeding the San
Pablo Bay.
The objective is to prepare a detailed proposal for a cooperative partnership with the USACE
including a summary of the projects and an economic evaluation that shows the cost benefit of
the Corp entering into a long -term agreement. The scenario may be to propose an up -front
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federal investment to fund 100% of initial maintenance dredging episodes in the coalition's
shallow navigation channels while the local agencies develop funding mechanisms to pick up
more of the costs in subsequent dredge cycles. The P3/P4 cooperative partnership agreement
proposal will include a detailed description and analysis of potential federal economic benefits
and opportunities for federal cost - savings associated with dredging these federally authorized
channels over the course of the agreement. The partnership proposal will include a plan to
formulate and optimize the long -term rate of return on the USACE's initial investment, and in
combination with identifying and developing tactics for securing public - private funding for
portions of future dredging episodes, will establish an equitable cost - sharing arrangement
between the coalition and the USACE. In addition to the economic advantages to the USACE,
the Haley and Aldrich team will also catalogue all other significant project benefits, such as
beneficial re -use of dredge spoils to combat sea level rise, which would support the USACE
decision to make the project a funding priority.
Haley and Aldrich is the recommended firm to provide specialize consulting services on this
project. The firm is well known for providing dredge assistance and planning as well as
collaborating with the USACE. The project team that the firm has proposed includes well known
water resources economic consultant, David Miller and Associates, and Ellen Johnck, a leader in
strategizing public - private sector collaborations in the maritime industry.
It is recommended that the City Council approve the Professional Services Agreement with
Haley and Aldrich for consulting services in the amount not to exceed $65,300. Issuance of the
notice to proceed for the proposed PSA would be contingent on the City receiving written
assurances in the form of a cost share agreement from each of the partners committing to
reimburse the City for their share of the project costs.
FINANCIAL IMPACTS
The total cost of the PSA is $65,300; however, the City's share would be one -sixth of the total
cost based on having six local partners. That share will be less than $12,000 and funded by
Storm Water Impact fees. The local partners would participate equally based on a multi- agency
cost share partnership agreement, which would be fully executed before issuing the notice to
proceed for the PSA. In addition, the City would commit staff time to manage the process and
complete the work.
ATTACHMENTS
1. Resolution
2. Professional Services Agreement
Attachment 1
RESOLUTION AUTHORIZING EXECUTION OF A PROFESSIONAL SERVICES
AGREEMENT FOR A PARTNERSHIP AGREEMENT PROPOSAL BETWEEN
THE U.S. ARMY CORPS OF ENGINEERS AND THE MULTI - AGENCY
PROPONENTS FOR DREDGING THE SHALLOW -DRAFT FEDERAL
CHANNELS OF SAN PABLO BAY
WHEREAS, the Petaluma River's last federal maintenance dredging cycle was in 2003.
Prior to 2003 the federal dredge cycle on average occurred every 4 -6 years; and
WHEREAS, the City of Petaluma has been asked by Congressman Huffman's office to
collaborate on cost sharing and improved efficiencies for local dredging projects in the North
Bay through a partnership agreement; and
WHEREAS, the partnership agreement is a coalition of local government entities
seeking to share the cost of performing maintenance dredging in the federal authorized channels
along Petaluma River, San Rafael Canal, Mare Island Strait, and Napa River navigation
channels; and
WHEREAS, the need for the partnership stems from the regularly occurring shortfalls in
federal operations and maintenance funding necessary to dredge within these channels with
adequate frequency; and
WHEREAS, the City has received a professional engineering proposal from Haley and
Aldrich, Inc. for a total price not to exceed $65,300; and
WHEREAS, City staff has determined the firm, Haley and Aldrich, Inc., has the
knowledge, skill, capability and experience to complete the project.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Petaluma hereby authorizes the City Manager to execute a Professional Services Agreement with
Haley and Aldrich, Inc. for a Partnership Agreement Proposal between the U.S. Army Corps of
Engineers and the Multi- Agency Proponents for Dredging the Shallow -Draft Federal Channels
of San Pablo Bay in an amount not to exceed $65,300.
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Exhibit A to Resolution
PROFESSIONAL SERVICES AGREEMENT
Project Partnership Agreement Proposal between the U.S. ALMY Corps of Engineers and the
Multi - Agency Proponents for Dredging the Shallow -Draft Federal Channels of San Pablo Bay
(Title of Project)
FY 15/16
Fund #
Cost Center
Object Code
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Amount $65,300
For multi -year contracts or contracts with multiple accounts:
FY
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Amount $
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FY
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FY
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THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is entered into and effective
as of , 20 ( "Effective Date "), by and between the City of Petaluma, a
municipal corporation and a charter city ( "City ") and Haley and Aldrich, Inc., a consultant firm
( "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:
1. 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. Compensation; Business Tax Certificate.
A. For the full performance of the Services as described herein, City shall
compensate Consultant in accordance with the rates specified in Exhibit A.
B. Consultant shall 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 $65,300.00 (Sixty -five Thousand Three Hundred
Dollars and Zero Cents) 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 ()=.irs.gov)
and has obtained a currently valid Petaluma business tax certificate.
PROFESSIONAL SERVICES AGREEMENT
(60932 1) June 2011 5
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, 2017, 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.
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 Equipment. 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.
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
PROFESSIONAL SERVICES AGREEMENT
(609321) June 2011 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. Process Reports. 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 any 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
PROFESSIONAL SERVICES AGREEMENT
(609321) June 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. Compliance 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
Jaw(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 fifteen (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 AGREEMENT
(609321) 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) 778 -4360
Fax: (707) 778 -4554
Email: cityclerk @ci.petaluma.ca.us
And:
Dan St. John, Director
Department of Public Works & Utilities
202 North McDowell Boulevard
Petaluma, CA 94954
Phone: (707) 778 -4546
Fax: (707) 778 -4508
Email: dstjohn@ci.petaluma.ca.us
Consultant: Scott Bodensteiner
Haley & Aldrich, Inc.
2033 N. Main Street Suite 309
Walnut Creek, CA 94596
Phone: (925) 949 -1012
Fax:
Email: SBodensteinerghaleyaldrich.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. Indemnification. 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 Indemnitees.
PROFESSIONAL SERVICES AGREEMENT
(60932 1) June 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 time 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 first. 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 attorney's 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 indemnity against the
Indemnitees concerning any Liability of the 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
services subject to California Civil Code Section 2782.8, as may be amended from time
to time, Consultant's duty to indemnify shall only be to the maximum 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. Litii4ation. 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 Parties 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) June 201110
27. Governim! 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.
28. 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 in full force and effect.
29. Severability. 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 Party Beneficiaries. The Parties do not intend to create, and nothing in this
Agreement shall be construed to create any benefit or right in any third party.
31. 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 the 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 time 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, the 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.
PROFESSIONAL SERVICES AGREEMENT
(609321) June 2011 1 1
33. 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.
34. 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.
35. Entire Agreement. This Agreement, including the exhibits attached hereto and
incorporated herein, constitutes the entire agreement between the Parties 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:
Department Director
APPROVED:
Risk Manager
APPROVED:
Finance Director
file name:
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PROFESSIONAL SERVICES AGREEMENT
(60932 1) June 2011
12
EXHIBIT A
Project Partnership Agreement Proposal between the U.S. Army Corps of
Engineers and the Multi- Agency Proponents for Dredging the Shallow -Draft
Federal Channels of San Pablo Bay
Project Objectives
The objective of the proposed effort is to engage the U.S. Army Corps of Engineers
(USACE) as a coalition with a PP Proposal with the intention of entering into a long -term
agreement involving an up -front federal investment to fund 100% of initial maintenance
dredging episodes in coalition navigation channels. The PPP will include a detailed
description and analysis of potential federal economic benefits and opportunities for
federal cost - savings associated with dredging these federally authorized channels over the
course of the agreement. This evaluation will be used to formulate and optimize the long-
term rate of return on the USACE's initial investment, and in combination with
identifying and developing tactics for securing public - private funding for portions of
future dredging episodes, will establish an equitable cost - sharing arrangement between
the coalition and the USACE. In addition to the economic advantages to the USACE, the
Haley & Aldrich team (Consultant) will also catalogue all other significant project
benefits that would help make the maintenance dredging in the coalition channels a
funding priority for the USACE.
Scope of Work
Task 1 - Project Kick -off
The Consultant will meet with coalition agencies to discuss specific challenges posed by
insufficient dredging frequency, potential impacts to local businesses, and historical
involvement with federal or non - federal dredging projects. The main objectives of the
meeting is ensure the concerns of each participating agency are addressed, and to develop
a firm understanding of each agency's perspective regarding the benefits of dredging to
their communities.
Task 2 — Review Existing Information
The Consultant will organize and review information provided by the coalition agencies
following the project kick -off meeting. The USACE will be engaged and information
related to dredging in the coalition navigation channels, including the most recent
Preliminary Assessments for each channel, will be requested, reviewed and summarized.
The Consultant will also summarize the USACE perspective on the challenges and
opportunities related to potential funding for the federally authorized navigation channels
affiliated with the coalition agencies.
Task 3 — Prepare Project Partnership Agreement Proposal
The PPA Proposal will be submitted to the USACE with a request to fund initial dredging
episodes in each of the coalition navigation chamlels. To support this request, a detailed
analysis of economic and other benefits related to dredging in the coalition navigation
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channels will be prepared along with an assessment of potential non - federal funding
sources for contributing to future dredge episodes as part of a long -term agreement with
the USACE. The PPA Proposal will include the following:
Current conditions and dredging history /frequency
- Dredging and disposal history for all three navigation projects will be
evaluated,
- The volume of material above permitted dredge depths will be estimated,
- Inventory and assess viability of potential beneficial reuse sites,
- The cost and general feasibility for varying disposal /beneficial reuse
alternatives for the expected volumes will be estimated,
- Develop an estimate of the cost to dredge each project to its fully
authorized depth.
Prepare analysis of economic benefits of dredging the three navigation
projects
- Identify, catalogue and quantify to the extent that existing data is available
long -term economic benefits to the Corps associated with dredging the
three projects,
- Quantify gains in efficiencies related to dredging all three projects to fully
authorized dredge depths, and
- Compile a conceptual pro forma demonstrating an anticipated rate of
return on the Corps' initial investment to fund the first dredge episode.
• Identify other project benefits
In addition to the economic value to the Corps, other project benefits, including
but not limited to those listed below will be identified to the extent that existing
data is available.
- Local economies,
- Regional ecosystems,
- Flood control /protection,
- Public access, and
- Recreation.
Develop Funding Plan
Potential tactics for obtaining funds necessary to allow coalition agencies to
contribute to future dredging episodes under the duration of the PPA will be
identified and summarized. This effort will include, but not be limited to the
following:
- Conduct reconnaissance of potential funding partners,
- Provide information on other shallow draft harbor (east coast windshield
survey) plans, and other Congressional appropriation mechanisms, and
Evaluate viability and timing necessary for securing local public funding
(e.g. assessment districts).
Exhibit A
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Develop Framework for PPA Implementation
A conceptual plan for implementing the PPA will be developed based on the
following;
- Strategy for securing project private and public partner(s),
- Involvement of regional programs such as the S. F. Bay Restoration
Authority, California State Coastal Conservancy Climate Change grants,
LTMS Program, Coastal Hazards Adaptation Resiliency Group
(CHARG), etc.,
- Stakeholder outreach,
- Involvement of State Assembly and Senate representatives, and
- Identification of environmental partners: Save the Bay, Sierra Club S. F.
Bay Joint Venture (SBJV) Sedi- match; Ducks Unlimited, others.
Task 4 — Coordination and Communication with the USACE and Agency Coalition
Following submittal of the PPA, the Consultant will engage the USACE and work with
their Navigation Management staff to coordinate the following activities:
• Determine whether additional information is necessary,
• Respond to comments and refine proposal,
• Identify and evaluate potential partnership mechanisms, which would provide
federal funds for dredging of the channels.
Fee Estimate
The work will be completed as a lump sum contract not to exceed $65,300. The amount
includes all labor, reimbursable costs, deliveries, travel, and printing. The contract budget
is broken out by task in the table below and will be billed on a percentage as tasks are
completed. The Consultant will provide a detailed progress report on work performed for
each invoice period to the City.
Task Budiiet
Task 1: Project Kick -off $2,900
Task 2: Review Existing Information $8,500
Task 3: Prepare PPA Proposal $44,700
Task 4: Coordination and Communication $9,200
TOTAL: $65,300
Exhibit A
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INSURANCE REQUIREMENTS
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 1 (any auto).
3. 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, personal 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 B2
Page 1 of 2
INSURANCE REQUIREMENTS (City)
(609325) August 2015 16
self - insured retentions as respects the City, its officers, officials, employees, and
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 officers, 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 likewise.
7. It shall be a requirement under this Agreement that any available insurance
proceeds broader than or in excess of the specified minimum insurance coverage
requirement and /or limits shall be available to the additional insured.
Furthermore, the requirement for coverage and limits shall be (1) the minimum
coverage and limits specified in this Agreement, or (2) the broader coverage and
maximum limits of coverage of any insurance policy or proceeds available to the
named insured; whichever is greater.
8. The limits of insurance required in this Agreement may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage
shall also apply on a primary and non - contributory basis for the benefit of the City
of Petaluma before the City of Petaluma's own insurance or self- insurance shall
be called upon to protect it as a named insured.
Exhibit B2
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INSURANCE REQUIREMENTS (City)
(609325) August 2015 17
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than
A: VII.
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 B2
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INSURANCE REQUIREMENTS (City)
(609325) August 2015 18
EXHIBIT C
ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO
CITY OF PETALUMA LIVING WAGE ORDINANCE
PETALUMA MUNICIPAL CODE CHAPTER 8.36
The City of Petaluma Living 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 8.36.120, as part of any bid, application or
proposal for any Agreement subject to the Ordinance, the covered entity shall:
• 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 (OSHA), California Department of Industrial
Relations (Labor Commissioner), Environmental Protection Agency and /or National
Labor 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 the execution of said Agreement by the City or the PCDC, each
covered entity shall certify that its employees are paid a living wage that is consistent with
Petaluma Municipal Code Chapter 8.36.
By executing this Acknowledgement and Certification, the covered entity (i) acknowledges that
it is aware of the Ordinance and intends to comply with its provisions, (ii) attests to the accuracy
and completeness of information provided in the Report of Charges, Complaints, Citations
and /or Findings 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
this Acknowledgement and Certification is authorized to bind the covered entity as to the matters
covered in this Acknowledgment and Certification.
Page 1 of 3
LIVING WAGE ACKNOWLEDGEMENT
AND CERTIFICATION
(1638697.2) Nov 2012
19
SO ACKNOWLEDGED and CERTIFIED:
Project or Contract I.D: Project Partnership Agreement Proposal between the U.S. Army Corps
of Engineers and the Multi - Agency Proponents for Dredging the Shallow -Draft Federal
Channels of San Pablo Bay
Haley & Aldrich, Inc.
(Print Name of Covered Entity/Business Capacity)
By Voytek Baisarowicz
(Print Name)
/s/ 0O ` ue1
( nature)
Its Vice President
(Title /Capacity of Authorized Signer)
Page 2 of 3
Date: 3/14/16
LIVING WAGE ACKNOWLEDGEMENT
AND CERTIFICATION
(1638697.2) Nov 2012
REPORT OF CHARGES, COMPLAINTS, CITATIONS AND /OR FINDINGS
PURSUANT TO PETALUMA MUNICIPAL CODE SECTION 8.36.120
FOR EACH WAGE, HOUR, COLLECTIVE BARGAINING, WORKPLACE SAFETY, ENVIRONMENTAL OR
CONSUMER PROTECTION CHARGE, COMPLAINT, CITATION, AND /OR FINDING 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 (OSHA), CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (LABOR
COMMISSIONER, ENVIRONMENTAL PROTECTION AGENCY AND /OR NATIONAL LABOR RELATIONS
BOARD, WHICH:
• AFFECTS YOU AS A PROSPECTIVE CONTRACTOR, SUBCONTRACTOR, LESSEE, FRANCHISEE
AND /OR PARTY TO ANY CITY OF PETALUMA AND /OR PETALUMA COMMUNITY
DEVELOPMENT COMMISSION - FUNDED AGREEMENT OR BENEFIT SUBJECT TO PETALUMA
MUNICIPAL CODE CHAPTER 8.36 (LIVING WAGE ORDINANCE), AND
• HAS BEEN FILED OR PRESENTED TO YOU WITHIN THE TEN YEARS IMMEDIATELY PRIOR TO THE
BID, PROPOSAL, SUBMISSION OR REQUEST FOR WHICH THIS ACKNOWLEDGEMENT AND
CERTIFICATION IS MADE.
PLEASE PROVIDE THE DATE, THE REGULATORY AGENCY OR COURT MAKING THE CHARGE
COMPLAINT, CITATION OR FINDING, THE SUBJECT MATTER AND THE MANNER OF RESOLUTION, IF
ANY, FOR EACH SUCH CHARGE COMPLAINT, CITATION OR FINDING.
IF NONE, PLEASE STATE "NONE ": NONE
ATTACH ADDITIONAL PAGES IF NEEDED.
Date:
Regulatory Agency or Court:
Subject Matter:
Resolution, if any:
Expected resolution, if known:
Page 3 of 3
LIVING WAGE ACKNOWLEDGEMENT
AND CERTIFICATION
(1638697.2) Nov 2012
21