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HomeMy WebLinkAboutStaff Report 3.B 01/28/2019DATE: January 28, 2019 Agenda Item #3.B TO: Honorable Mayor and Members of the City Council through City Manager FROM: Dan t.CE —Director, Public Works and Utilities Leah G. Wa er, P.E. — Environmental Services Manager SUBJECT: Resolution Authorizing a Professional Services Agreement with Woodward and Curran for Regulatory Assistance with Water Quality Studies for Outfall Relocation for the Ellis Creek Water Recycling Facility RECOMMENDATION It is recommended that the City Council adopt the attached Resolution Authorizing a Professional Services Agreement with Woodward and Curran for Regulatory Assistance with Water Quality Studies for Outfall Relocation for the Ellis Creek Water Recycling Facility. BACKGROUND As a discharger to the San Francisco Bay, the City of Petaluma is the holder of a National Pollutant Discharge Elimination System (NPDES) permit issued by the State Water Resources Control Board Region 2 (Regional Board). The Regional Board adopted Order Number R2- 2016-0014 (NPDES Permit) on April 13, 2016 to permit discharges to the Petaluma River of secondary -treated municipal and industrial wastewater from the Ellis Creek Water Recycling Facility (ECWRF). The City's NPDES Permit requires the City to give notice to the Regional Board as soon as possible of any planned physical alterations or additions to the permitted Facility. The ECWRF is experiencing problems with its outfall pipeline to the Petaluma River. The 42 - inch diameter outfall pipeline is 3,130 feet long and was constructed during the 1970s.. In September 2016, through visual inspections and the use of closed-circuit television cameras, significant deterioration was discovered in the structural integrity of the outfall pipeline as compared to similar inspections in 2015. The pipeline showed longitudinal cracks along the top and bottom, separation of joints, and flattening of sections of the pipe into an oval shape. Based on a review of records and inspections, it appears the pipe is constructed out of a composite material called Techite, a common pipe material used in the 1970s. Techite.is brittle and has experienced several catastrophic pipeline failures nationwide. After consideration of various options to address the deterioration of the outfall pipe, construction of a new outfall structure was determined to be the most cost-effective alternative, pending environmental review. The new outfall would discharge effluent to a slough channel adjacent to the chlorination facilities at the oxidation ponds located at 4400 Lakeville Highway. Attachment 2, a site map of the existing facilities and proposed new outfall structure, is included. The Regional Board authorized the use of a temporary outfall to the slough channel to allow for inspection of the existing outfall pipeline and emergency discharge if the pipeline fails unexpectedly. To make a permanent change in the outfall location, the Regional Board will amend or reissue the City's NPDES permit. Studies, modeling, and analysis are required to support the Regional Board's action. The studies, modeling, and analysis are to assist the Regional Board in determining whether the water quality in the slough channel and in the river would be detrimentally impacted by the relocation of the outfall. DISCUSSION Given the complexity of the studies, modeling and data analysis involved, a consultant is needed to assist in the preparation of the reports required for a permitted change of the outfall location. A proposal from Woodward and Curran was solicited because of their significant expertise in NPDES permit requirements and expectations of the Regional Board. Woodward and Curran assisted the City in the NPDES permit process in 2016 and an update of a local limit study in 2017. Woodward and Curran are familiar with the operational practices, and existing NPDES permit limits for the facility. Woodward acid Curran proposes to use Resource Management Associates, Inc. (RMA) as a subconsultant for modeling of the Petaluma River. RMA has expertise in modeling shallow water discharges in the San Francisco Bay and supported the City in a dilution study for the Hopper Street Water Pollution Control Plant in 2001 for discharges into the River. Additionally, RMA and Woodward and Curran have worked together on similar efforts for the City of Palo Alto, Santa Clara Valley Water District, and Novato Sanitary District. RMA team members have experience in applying hydrodynamic and water quality models for Bay Area wastewater agencies that have been accepted by the Regional Board. By assisting with the permit for a change in outfall location, the execution of a Professional Services Agreement with Woodward and Curran will assist in meeting the Council Goal of planning and delivering capital improvements. FINANCIAL IMPACTS CIP budget for the outfall project (066501838) has sufficient funds for this agreement, though not in the planning and design line items. The CIP budget line item allocations will be adjusted in the updated CIP budget process. The agreement, which is intended to be in effect through project completion, is for a period through December 31, 2021, at a projected cost not to exceed $164,410. 2 ATTACHMENTS 1. Resolution 2. Site Map 3. Professional Services Agreement Attachment I RESOLUTION AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH WOODARD AND CURRAN FOR REGULATORY ASSISTANCE WITH WATER QUALITY STUDIES FOR OUTFALL RELOCATION FOR THE ELLIS CREEK WATER RECYCLING FACILITY WHEREAS, the City of Petaluma is required to operate and maintain the Ellis Creek Water Recycling Facility in accordance with National Pollutant Discharge Elimination System (NPDES) Regulations and the Clean Water Act; and WHEREAS, the IN r- permit for the Ellis Creek Water Recycling Facility (ECWRF) requires the City to give notice to the Regional Water Board as soon as possible of any planned physical alterations or additions to the permitted facility; and WHEREAS, the existing pipeline used by the City to discharge to the Petaluma River is significantly deteriorating and is at risk of catastrophic failure; and WHEREAS, to protect its operations and ensure that discharges comply with State and Federal requirements, the City must address the deterioration of the existing outfall pipeline; and WHEREAS, the most cost-effective method to replace the pipeline is to relocate the outfall structure; and WHEREAS, Regional Water Board requires studies, modeling and analysis in order to permit a change in outfall location; and WHEREAS, the City requires the assistance of a consultant with expertise in the complex studies, modeling and analysis required in order to permit a change in outfall location; and WHEREAS, Woodward and Cutran, and their subconsultant, Resource Management Associates, Inc., are uniquely qualified to perform the required services; and WHEREAS, the NPDES permit for the ECWRF requires the City properly operate and maintain all facilities and systems of treatment and control, and related appurtenances, which are installed or used by the City to achieve compliance with conditions of the permit; and WHEREAS, the preparation of the reports required for a permitt ed change in the outfall location meets the Council goal of planning and delivering capital improvements; and L! NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Petaluma hereby: 1. Approves the Professional Services Agreement with Woodward and Curran attached as Exhibit A for Assistance with Water Quality Studies for Outfall Relocation for the ECWRF in the amount of $164,410 for a period of thirty-four months through December 31, 2021. ' 2. Authorizes the City Manager or his designee to execute said agreement on behalf of the City of Petaluma. 5 Attachment 2 OUTFALL RELOCATION ELLIS CREEK WATER RECYCLING FACILITY Attachment 3 Exhibit A to Resolution PROFESSIONAL SERVICES AGREEMENT Facilit (Title of Project) FY 18/19 Fund # Cost Center Object Code Project # C66501838 Amount $100,000.00 For multi-year contracts or contracts with multiple accounts: FY 19/20 Fund # Cost Center Object Code Project # C66501838 Amount $21,470.00 FY 20/21 Fund # Cost Center Object Code Project # C66501838 Amount $21,470.00 FY 21/22 Fund # Cost Center Object Code Project # C66501838 Amount $21,470.00 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 Woodard and Curran, a corporation ("Contractor") (collectively, the "Parties"). WHEREAS, the Parties enter into this Agreement for the purpose of Contractor 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. Contractor 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 Contractor in accordance with the rates specified in Exhibit A. B. Contractor 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. Co Contractor shall be compensated for services in addition to those described in Exhibit A, only if Contractor 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 $164,410.00 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, Contractor shall not be paid any compensation until such time as Contractor 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. E. City's obligation to pay compensation to Contractor as provided herein is contingent upon Contractor'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 December 31, 2021, unless sooner terminated in accordance with Section 4. Upon termination, any and all of City's documents or materials provided to Contractor 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 Contractor or Contractor's bankruptcy or insolvency. Upon receipt of notice of termination or suspension for cause, Contractor shall immediately stop all work in progress under this Agreement. In the event of early termination of this Agreement by City, Contractor 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, Contractor shall be liable to City for any excess cost City incurs for completion of the Services. 5. Contractor's Representation; Independent Contractor. Contractor represents that Contractor possesses distinct professional skills in performing the Services. City has relied upon said representation as a material inducement to enter into this Agreement. Contractor shall, therefore, provide properly skilled professional and technical personnel to perform all Services under this Agreement. It is expressly understood that Contractor 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. Contractor shall, at its sole cost and expense, furnish all facilities and equipment that may be required for fuit, ishingServices pursuant to this Agreement. City shall furnish to Contractor no facilities or equipment, unless the City otherwise agrees in writing to provide the same. 7. Licenses, Permits, Etc. Contractor shall, at Contractor'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. Contractor shall devote such time to the performance of the Services as may be reasonably necessary for satisfactory performance of Contractor's obligations pursuant to this Agreement. 9. Inspection. Contractor shall provide the City every reasonable opportunity to ascert ain 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 �3 inspection and approval by the City. The inspection of such work shall not relieve Contractor of any of its obligations pursuant to this Agreement. 10. Progress Reports. Upon the City's request, Contractor 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 Contractor's performance of the Services. 11. Confidentiality. In the course of Contractor's employment, Contractor may have access to trade secrets and confidential information, disclosure of which is protected or limited by law. Contractor 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. Contractor 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. Contractor further covenants that, in the performance of this Agreement, it shall not employ any subcontractor or person having such a conflict of interest. Contractor 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, Contractor will immediately advise City and City may, at its sole discretion, immediately terminate this Agreement. Certain Contractors 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 Contractors 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. Contractor agrees to comply fully with all such requirements to the extent they apply to Contractor's performance of the Services. 13. Contractor No Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 14. Standard of Performance. Contractor shall perform all the Services in a manner consistent with the standards of Contractor's profession. All instruments of service of whatsoever nature, which Contractor delivers to City pursuant to this Agreement, shall be prepared in a substantial, workmanlike manner and conform to the standards of Contractor's profession. All such instruments of service shall become the sole and exclusive property of City upon delivery of the same. 15. Assig nment/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. Contractor 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 D 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. Contractor 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. Contractor'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, Contractor shall comply with all rules and regulations applicable to such fiscal assistance. 18. Living Wage Ordinance. Without limiting the foregoing Section 17, Contractor 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 Contractor shall promptly provide to the City documents and information verifying Contractor'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 2, shall be a part of this Agreement for all purposes, and Contractors that are subject to Living Wage Ordinance requirements, as determined by the City, must provide a properly completed Exhibit 2 in accordance with the requirements of the Living Wage Ordinance. Contractor'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, Contractor 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; 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 10 (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) 7784360 Fax: (707) 7784554 Email: cityclerk@ci.petaluma.ca.us And: Dan St. John, F.ASCE Director, Public Works and Utilities Department 11 English St. Petaluma, California 94952 Phone: (707 77) 6_3777 Fax: (707) 6564067 Email: rwilsongci.petaluma.ca.us Contractor: David L. Richardson, P.E. vice President 2175 North California Blvd., Suite 315 Walnut Creek, California 94596 Phone: (925) 6274138 Fax: (925) 6274101 Email: drichardsongwoodardcurran.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 Contractor 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 permitt ed by law, Contractor 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 Contractor's failure to comply with any of the terms of this Agreement, regardless of any fault or alleged fault of the Indemnitees. 11 The Contractor's obligation to indemnify, defend and hold harmless under this provision shall not be excused because of the Contractor's inability to evaluate Liability, or because the Contractor evaluates Liability and determines that the Contractor is not or may not be liable. The Contractor 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 Contractor 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 Contractor 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 Contractor accepts the tender, whichever occurs first. In the event that the City must file responsive documents in a matter tendered to Contractor prior to Contractor's acceptance of tender, Contractor 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 Contractor waives any and all rights to express or implied indemnity against the Indemnitees concerning any Liability of the Contractor arising out of or in connection with the Services or Contractor'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, Contractor'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, Contractor's duty to indemnify shall only be to the maximum extent permitted by California Civil Code Section 2782.8. 23. Insurance. Contractor shall comply with the "Insurance Requirements for Contractors" in Exhibit B, attached hereto and incorporated herein by reference. City reserves the right to review any and all of the required insurance policies and/or endorsementsI but has no obligation to do so. City's failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or City's failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. 24. Amendment. This Agreement may be amended only by a writt en instrument executed by both Parties. 12 25. Litigation. If litigation ensues which pertains to the subject matter of Contractor's services hereunder, Contractor, 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. 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. 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 provisionishall 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. Contractor's Books and Records. A. Contractor 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 Contractor pursuant to this Agreement. B. Contractor 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 Contractor's address indicated for receipt of notices in this Agreement. 13 D. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Contractor'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 Contractor, Contractor's representatives, or Contractor's successor in interest. 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 Contractor 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 file name: CONTRACTOR Title Address City Taxpayer LD. Number State Petaluma Business Tax Certificate Number Zip