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HomeMy WebLinkAboutStaff Report 5.F 07/17/2017DATE: July 17, 2017 Agenda Item #5.F TO: Honorable Mayor and Members of the City Council through City Manager FROM: Dian S," . r 6 SCE — Director, Public Works and Utilities La`try"Zimmer, P.E. — Deputy Director, Public Works and Utilities SUBJECT: Resolution Authorizing the City Manager to Execute a Professional Services Agreement with ArcSine Engineering for Engineering Services for the Biomass to Biofuel Project at the 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 ArcSine Engineering for Engineering Services for the Biomass to Biofuel (13213) Project at the Ellis Creek Water Recycling Facility. BACKGROUND The Ellis Creek Water Recycling Facility (ECWRF) has been in operation since early 2009 and currently processes an average dry weather daily flow of 4.8 million gallons per day. Wastewater loading increases and the need for process redundancy require the City to add a second anaerobic digester and other ancillary improvements. The second anaerobic digester at the ECWRF is currently under construction with a projected completion in 2017. The high strength waste (HSW) receiving facility and upgrade of the biosolids dewatering screw press is being designed by Carollo Engineers, Inc. This part of the project will include modification of facilities at the ECWRF to allow delivery and processing of HSW generated by local industries in the production of food and beverages. HSW is a liquid waste from the processing of beer, creamery products, and poultry with organic concentrations that are too high to be discharged directly into City sewers. The strength of these HSW streams would overwhelm the liquids treatment process at the ECWRF. Instead, the HSW can be added directly to the solids treatment process as a feedstock to the anaerobic digesters, resulting in a significant increase in the amount of methane gas produced. The integration of monitoring and controls for the new equipment with the overall controls for the plant is critical to the success of the project and continued smooth operation of the plant. Therefore, it is imperative that the electrical engineering services firm have comprehensive knowledge and experience with the entire system to perform the requisite services effectively. ArcSine Engineering has been the instrumentation and controls programming specialists at ECWRF since its inception. DISCUSSION The purpose of this agreement is to authorize ArcSine Engineering to provide electrical engineering design review of electrical controls for the HSW receiving facility, new de -watering screw press, biomethane processing equipment and CNG fueling station. The project is scheduled to begin construction in November 2017. ArcSine Engineering will be working on the City's behalf along with the project's designers, Kennedy/Jenks Consultants and Carollo Engineers, Inc. The scope of work for these engineering services includes the following tasks: • Review of 90% and 100% design submittals. • Development of specifications for construction sequencing, tables of controls and instrumentation responsibilities, programming, equipment testing summaries and procedures. • Review conformance of the plans to Plant standards and conventions with regard to tag naming standards, programmable logic controller (PLC) communication standards, operator interfaces, signals, and pilot devices. • Assist with sourcing of programmable logic controllers for standardization. • Participate in design process and integration meetings. The estimated fees for professional services for the above tasks are $48,846. Aresine engineers are intimately familiar with all relevant aspects of the facility and can provide design review services with efficiency and accuracy beyond what would be expected from other experienced electrical engineering firms. It is recommended that the City accept the proposal from ArcSine for design review support based on their direct knowledge and experience with the ECWRF and their proven record of high quality work and timely completion of prior assignments related to the facility. The proposed action meets Council Goals: "Plan for and implement priority capital projects as funding permits" and, "Attract and retain businesses in Petaluma to enhance the tax base, jobs, and quality of life of the community." FINANCIAL IMPACTS The total 2017/18 CIP budgets for the CNG Fueling Station (C66501518) and HSW Receiving Facility (C66401728) are $5,915,000 and $8,592,000, respectively, with $3,000,000 in funding for these projects being provided through a California Energy Commission grant. The proposed action was anticipated in the CIP budgets and will not cause unanticipated fiscal impacts. ATTACHMENTS 1. Resolution 2. Location Map 3. Professional Services Agreement 1) Attachment 1 RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE PROFESSIONAL SERVICES AGREEMENT WITH ARCSINE ENGINEERING FOR ENGINEERING SERVICES FOR BIOMASS TO BIOFUEL PROJECT AT THE ELLIS CREEK WATER RECYCLING FACILITY WHEREAS, the City of Petaluma, in-line with original objectives of the Ellis Creek Water Recycling Facility (ECWRF) and the General Plan 2025, wishes to complete the Biomass-to- Biofuel (132B) Project which would modify the ECWRF to accept High Strength Waste from local food and beverage industries and convert it to compressed natural gas for use in the City's refuse collection vehicles; and WHEREAS, the California Energy Commission, on March 9, 2016, awarded a $3 million grant to the City of Petaluma to complete the B2B Project; and WHEREAS, the success of the B2B project relies on the integration of instrumentation, monitoring and controls for the new equipment with the overall controls for ECWRF; and WHEREAS, it is imperative that the electrical engineering firm have comprehensive knowledge and experience with the entire system to effectively perform the requisite services to integrate the new equipment; and WHEREAS, ArcSine Engineering has been the electrical engineering and instrumentation and controls programming specialists at ECWRF since its inception and is intimately familiar with all relevant aspects of the facility; and WHEREAS, staff recommends the City execute a professional services agreement with ArcSine Engineering for engineering services for the B2B Project at the ECWRF. 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 ArcSine Engineering for Engineering Services for the 132B Project at ECWRF in an amount not to exceed $48,846. Attachment 2 CNG FUELING STATION ELLIS CREEK LOCATION MAP s RFsy PROJECT SITE Date :January 23, 2017 N LU City of Petaluma PROJECT SITE W E Public Works and Utilities s Department zSSa M Attachment 3 - Exhibit A to Resolution PROFESSIONAL SERVICES AGREEMENT BIOMASS TO BIOFUEL (132B) PROJECT - ENGINEERING SERVICES (Title of Project) FY Fund # Cost Center Object Code Project # Amount $ For multi-year contracts or contracts with multiple accounts: FY 17-18 Fund # 6600 Cost Center 66500 Object Code 54140 Project # C66401728 Amount $26,733 FY 17-18 Fund # 6600 Cost Center 66500 Object Code 54140 Project # C66501518 Amount $22,113 FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into and effective as of , 20 ("Effective Date"), by and between the City of Petaluma, a city use only) municipal corporation and a charter city ("City") and ArcSine Engineering, a California Corporation ("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 $48,846 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 (www.irs.gov) and has obtained a currently valid Petaluma business tax certificate. PROFESSIONAL SERVICES AGREEMENT (609321) March 2017 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 July 31, 2018, 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 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) March 2017 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 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) March 2017 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 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 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 , 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 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 (60932 1) March 2017 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, F. ASCE Director. Public Works & Utilities 202 N. McDowell Blvd Petaluma, CA 94954 Phone: 707) 778-4514 Fax: (707) 776-3746 Email: jbeatty@ci.petaluma.ca.us Consultant: Doug McHaney ArcSine Engineering 950 Executive Way Redding_, CA 96002 Phone: (530) 222-7204 Fax: (530) 222-7210 Email: dmchaney@arc-sine.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) March 2017 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. The defense and indemnification obligations of this Agreement shall no way be limited by, the insurance obligations that apply to this Agreement pursuant to Section 23. 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. 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 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 (60932 1) March 20110 27. Governiniz 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 (60932 1) March 201? 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 CONSULTANT By / Name — Title %5D Ctcr,r>1I��y Address J /G��i�//flCj 80 City State Zip - �T�'4yl, Taxpayer I.D. Number G-GBUy/y & Petaluma Business Tax Certificate Number file name: S:\CIP\Projects\EC 13213 Project (Solids, CNG & HSW)\B2B Overall Project Management folder\140 Consult, Util & Other Agree\Aresine\ArcSine - Professional Services Agreement 2017.doc PROFESSIONAL SERVICES AGREEMENT (609321) March 2017 12