HomeMy WebLinkAboutStaff Report 3.B 10/15/2012 Agwi,dtx'Iteww#3 .3
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DATE: October 15;2012
TO: Honorable!Mayor=and Members^of the City Council;through City Manager
FROM: Dan St. John, F.ASCE— Director, Public Works 8& Utilities
Remleh Scherzinger, P.E. —Utilities Engineering Manager
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SUBJECT: Resolution Authorizing Award of a Professional Services Agreement for the
Development,of the Shollenberger Dredge'and Disposal Site Management
Maintenance andMonitoring Plan
RECOMMENDATION
It is recommended that the City Council adopt the attached Resolution Authorizing a
Professional Services;Agreement with GHD for the Development of the Shollenberger Dredge
and Disposal Site Management, Maintenance, and Monitoring Plan(Plan).
BACKGROUND
This item was previously presented to the City Council'onJanuary 24, 2011.While the Council
expressed support for the item, there were sufficient questions raised and concerns expressed
relative to the project funding;source (Waste Water budget), thatCouncil requested the item be
brought back with justification for use of such funds, or with an alternate funding proposal for
the project. The project is approved in.the C1P, and the 2012-2013 Budget identifies the funding
source as Storm Drainage Impact Fees.
Since 2002 the City has worked toward obtaining approval to continue using the Shollenberger
site as a disposal area for'dredging=materials. A2002 Biological Opinion(BO), issued by the
National Marine Fisheries Service requires the City to develop a Management, Maintenance, and
Monitoring Plan (Plan) for the site. The Plan, which will essentially develop management
protocols for continued operation of a dredge spoils site, will address the BO determination that
the dredge spoils Site contained pickle weed vegetation:and annual grasslands considered
potential Salt Marsh;Harvest Mouse habitat. The Plan will also guide restoration and
management of a 48'acre.:mitigation site adjacent to the dredge spoils site to be reserved as Salt
Marsh Harvest Mouse habitat. The City constructed a berm to separate these 48 acres in the
southern portion of the site, which is identified on the attached Location Map.
The City initially hired consultant ROSS & Associates to prepare the.Plan. A draft was produced
and submitted.to"the-regulatory groups. The regulatory groups were very concerned with the
Agenda Review:
City Attorn r\ Finance Director City Manager l
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documents inadequacies and ROSS's ability toaddresses them. As?a'consequence, the contract
with ROSS,was terminated.
DISCUSSION
In 2010 a new selection process•was undertaken to hire>a_different consultant whose approach
would meet the needs of both;the""City and the applicable regulatory agencies. Staff has reviewed
the selection criteria and the proposalspreviously submitted by the three interested consultants to
determine if the-scope of work still relevant.As well, staff has,confirmed that the personnel
previously proposed to complete the work are still available at this time and has verified the fee
proposal. The analysis has reaffirmed the prior recommendation of GFID as the most qualified
consultant to complete the scopecof services. GElD's preject.team:is familiar with the
Shollenberger site;and has relevant.experience`managing local dredge activities for the Las
Gallinas Creek Dredging and Maintenance Project, and San Francisco Marina West Harbor
Renovation Project.Additionally, GHD was the only firm indicating`a;different approach to
species monitoring and does•not intend to recommend trapping the':S'alt Marsh Harvest Mouse, as
such is expensive and could harm the animals that the City and regulatory agencies are striving
• to protect.
The Shollenberger Management, Maintenance and Monitoring=Plan project involves updating
and expanding on the draft Plan prepared by ROSS andcproducing,a document that spells out a
coniprehensive'approach'for:compliance with the BO requirements. The linal.document will
require approval by the Department of Fish and Game, US Army Corps of Engineers, and
National Marine.Fisheries Services; and the Regional Water Quality Control Board for review.
The proposed work will allow the City to adopt.measures to appropriately address both the site
and species specific issues.and to develop a reasonable and economic monitoring plan: The
scope of work for,the project involves evaluation of the performance of habitat restoration on the
mitigation parcel; production and submittal of a final version of the Plan incorporating comments
provided by the City;meeting coordination.between the City and permitting agencies to discuss
and reach an agreement regarding the elements of the plan, and, coordination for negotiations
between the City with the United States Army Corps of Engineers;,U.S -Fish and Wildlife
Service,'California Department.of Fish and Game, and San Francisco Regional Water Quality
Control Board to obtain BO compliance'approval. The goal is to create'a'cost-effective Plan that
the City'can commit to implementing, while'obtaining authorization for future site utilization in
support of USACE dredging'of the Petaluma River, currently anticipated in 2014.
FINANCIAL IMPACTS
The funding for this project has been allocated-in the fiscal year 2013 budget under the capital
improvement,project number C00500704;'Ihe.estimated,project budget is $118,780 and the total
FY 2012-2013 budget allocated for this project is $155;000. The approved funding source is
Storm Drainage Inipact Fees.
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ATTACHMENTS
1. Resolution
2. Location Map
3. Signed Professional Services Agreement
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Attachment l
RESOLUTION AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT
WITH GHD FOR THE DEVELOPMENT OF THE
SHOLLENBERGER DREDGE AND DISPOSALSITE MANAGEMENT,
MAINTENANCE, AND MONITORING PLAN
WHEREAS, the Petaluma River requires the periodic dredging for maintenance of the Petaluma
Flood Control Project and serve the needs of the boating public; and
WHEREAS, the Shollenberger Dredge Spoils Facility has served as the receiving area for
dredge spoils and is essential for dredging of the River, City Marina and Turning
Basin; and
WHEREAS, the National Marina Fisheries Service issued a Biological Order in 2002 and that
requires compliance by the City prior to use of the Shollenberger Dredge Spoils Facility to
deposit dredge spoils from the Petaluma.River; and •
WHEREAS, City staff conducted a..professional services selection process in 2010 and
determined that GHD is the most responsive and qualified consultant to meet the requirements
for the Project; and
WHEREAS, the RFP solicitation process has not changed since 2010 and the consultant has
honored their original proposal; and
WFIEREAS, the proposal form GHD has not changed from the original submittal, scope and Fee
rates have been adjusted to reflect current project needs; and
WFIEREAS, the Project addresses compliance with Section 7 of the Endangered Species Act to
protect the Salt Marsh Harvest Mouse; and
WHEREAS, the City is using Capital Improvemcnt Project funds for Storm Water Operations
and Maintenance needs not attributable to Utility operations.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City hereby:
1. Approves the Professional Services Agreement for the development of the Shollenberger
Dredge and Disposal Site Management,'Maintenance, and Monitoring Plan, in the
amount of$118,780.
2. Authorizes the City Manager or his designee to execute said agreement on behalf of the
City of Petaluma..
3. Establishes a contract contingenc •of$10,000 for additional services beyond the
proposed agreement that may become necessary in the execution of the project.
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Atttachment 2
ELLIS CREEK WATER RECYCLING. FACILITY
LOCATION MAP
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Attachment 3
PROFESSIONAL SERVICES:AGREEMENT
Shollenberger Dredge and,Disposal.Site
Management Maintenance and Monitoring Plan°Development
(Title'ofPioject)
FY 12113 Fund ft Exp.Acct.# 54150 Project#`CO0500704-30100 Amount$118.780
For multi-year contracts or contracts with multiple accounts:
FY :Fund,* Exp.Acct.# Project'#. .Amount$
FY Furid#. Exp..Acct.# Project ft Amount$
FY Fund.# Exp.Met.# Project# Amount$
FY Fund#. . Exp.,Acct.# Project# .Amount$
FY Fund# Exp.Acct.# Project ft Amount$
THIS'PROFESSIONAL SERVICES AGREEMENT (",Agreement') is entered into and effective
as of ,t20. ("Effective Date"), by and between`the City of Petaluma a
municipal corporation and a charter city ("City") and GHD, a Corporation ("Consultant")
(collectively, the "Parties").
WHEREAS, the. Parties enter into this Agreement for the purpose of Consultant providing
professional services•to City under,the terns and conditions set forth herein.
THEREFORE, in consideration of;thermutual 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 Coiistiltant 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 andiadditional 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
compensationfto`be paid for such services. In no case shall the total compensation
under'tnis Agreement exceed 1.18,780 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 ofthe,City Manager. •
D. Notwithstanding any provision herein, Consultant shall not be paid any
compensation until, such time as Consultant has on Tile with the City Finance
Department current information requested on the "Vendor Information" form
available from City, and has obtained a currently valid Petaluma business tax
certificate.
PROFESSIONAL SERVICES AGREEMENT(City)
Wattage#609321)June 2011 6
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E. City's obligation to pay compensation to Consultant as provided herein is
contingent upon Consultant's performance of The Sevices 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
Dec 31, 2013, unless sooner terminated in accordance withSection 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 pefotmed 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 writingto'provide the same.
7. Licenses, Permits;Etc. Consultant shall, at Consultant's sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits or other such
approvals which are legally required for performing the Services.
8. Time. Consultant shall devote such time to the performance of,the-Services as may be
reasonably necessary for satisfactory performance of Consultant's obligations pursuant to
this-Agreement.
9. Inspection. Consultant shall-provide the City every reasonable opportunity to ascertain
that the Services are=being performed in accordance with the'requirements and intentions
of this Agreement. All work done and materials furnished, if any, shall be subject to
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PROFESSIONAL.SERVICES AGREEMENT(City)
['Manage 4609321)June 2011 7
• 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.
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I I. Confidentiality. In the course of Consultant'semployment, 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 therrequirements, 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 Citymay 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,pursuantito this Agreement; shall be
prepared. in ,a subsstantial,. 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. Assigninent/Transfer. No assighment:,or transferin whole or in part of this Agreement
shall bemade without.the priorwritten.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
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PROFESSIONAL SERVICES.AGREEMENT(City)
Wimp#609321)June 2011 g
the tenns.and?conditions of this'Agreement. including but not'Ihnited to, procuring and
maintaining insurance coverage as required herein and which shall name City as an
additional insured.
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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;imeffeet 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-anraterial"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 She,Living Wage Ordinance. The
Acknowledgement and Certification Pursuant to City of Petaluma Living Wage
Ordinance, attached-to this Agreement.as Exhm8it 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 aaproperly 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.employmentbecause 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, iii 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 recognied-overnight;courier, with charges prepaid or charged to the
sender's account, in which case notice is effective on delivery if delivery is
confirmedby the delivery service; or
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PROFESSIONAL SERVICES AGREEMENT(City) 9
('Manage#6093211 lune 2011
(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 avail 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 have7;lieen received on the next business day if
it is received after 5:00 pan. 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: (7071778-4554
Email: cityclerk @ci.petaluma.ca.us
And:
Lena Cox
Environmental Services Supervisor
3890 Cypress,Dr.
Petaluma„CA 94954
Phone: 707776-3729
Fax: 707-776-3746,
Email: I cox(c0,ci petaluma:ca.us
Consultant: GFID
Attn: Alex Culick
2235 Mei-duty Way', Suite 150
Santa Rosa, CA 95407
Phone: 707-523-1010
Fax: 707-527-8679
Email: AIex.Culick @ghd.coni
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 Manageror his or her designated representative.
22. Indeinhification. 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, attorneys 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.
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PROFESSIONAL SERVICES AGREEMENT(City) LO
(iMwmge 4609321)June 201 1
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The ConsultatiCs.obligatiorrto indemnify, defend and:hol'd ha-finless.•under this provision
shall not be excused'becausejof theConsultant'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 fails to accept tendetaof
defense and indemnity within 30 calendar days, in addition to any other remedies
authorized by law, so .much Of the money due-Of-that flay ,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: Iiuthe.eventthat 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 if 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 isa "construction contract"
as defined by California-Civil Code Section 2783,.as inay'be amended from timeto 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, io the extent that the S'eryices,include design professional
services subjeci=to California,Civil Code Section.2782.8,'as,may be amended from tithe
to time, Consultant's duty to indemnify shall only be to the maxiinuin extent permitted by
California Civil CodeSection 2782.8.
23. Insurance. Consultanttshall comply with the "Insurance;Requirements for Consultants"
in Exhibit B-2, attached hereto'and incorporated herein by reference. [Indicate attached
exhibit, e.g:, "B-I, " "B;2. " "B-3, " or ",B-4. 1
24. Amendment. This Agreement may be amended only by a written instniment executed
by both Parties:
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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 productof 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. •
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PROFESSIONAL SERVICES AGREEMENT(CiNI l l
IiManagc"609321)Junc 2011
27: Governing Law, Venue. This Agreement slyall be enforced'and interpreted under the
laws of the State Of California and the City of Petaluma. Any TactIon 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.Partiesagree 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•anu 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 forseruices.�o'r expenditures anddisbursements.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 docunienfs and +records which demonstrate
performance under this Agreement for a•minimum'peiiod of three (3) years or for
any longer period required by law, tromt 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 oraudit ,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.naintained in Petaluma City Hall. Access to such records and
documents shall, be granted to any party authorized by Consultant, Consultant's
representatives, orCdi'Sultant's successor in interest.
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PROFESSIONAL SERVICES AGREEMENT(City) 12
(iManage#60932')June 2W I
33. Headings. The headings used;in this Agreementiare for_convenience'only and,are not,
ihtended.to affectthelinterpretatioh or'construction of any provisions herein.
34.. Survival. All fobligationsiarising 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, coitstitutes:the entire agreement between the Parties with respect to
the Services, and supersedes,all 'prior agreements' or understandings, oral or written,
between the P.arties.irrtilis regard.
IN WITNESS WHEREOF, the parties hereto,have executed this document[the day, month and
year first above written.
CITY;OF'PETALUMA CON: AN
ir
By .
City Manager Name
ATTEST: M4li4i/1:4, /PR/ryUP.4C
Title
0. „;23,5-- Mcrttcry ',Jay-, _cieLSrJ
City Clerk Address
APPROVED AS TO FORM: S.'tt'r I,i r;.CG, (A `/a%
City State Zip
City Attorney Taxpayer I.D.Number
APPROVED: D 8'O 1h . G'Q3's -"—.
Petalu na'Business' ax Certificate Number
Department Director
APPROVED:
Risk Manager
APPROVED:
Finance Director
file name:
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PROFESSIONAL SER V ICES'AG RE FM ENT(City)
(iManage.4609321)June 2011
13
EXHIBIT A •
Scope of Work
The services,covered under this contract are design professional services and will'be:performed under the
responsible charge of a Registered Engineer in the State, of California. The services include a
development of a Mitigation,Monitoring,,and Maintenance Plan: Anticipated subtasks include a kick off
meeting,and,,site visit with WRC:staff and resources agency staff responsible for permitting, field visits
and data collection by GI ID.staft; identification.ofdredge;area°engineering maintenance design measures
and preliminary engineering findings,,habitat condition findings, and ha bitat`improvement measures. 'A
• Final Mitigation, Monitoring;and`Maintenance Plan will be developed.
Task 1 - Data Collection and Draft Shollenberger 3M,Plan Development
Task 1.1 Kickoff Meeting
GELD will coordinate and attend'.a.meetingl,with City staff to discuss the approach'to revise the 3M Plan.
We will provide a meeting agenda,and review'material prior to the meeting•to facilitate`discussions. The
objective of the'meeting is for GI-IDSto prresent'the,proposed approach, provide the'City with information
about the process, develop an agreed upon schedule for completion of the deliverables, and develop a
meeting schedule for theproject.
Task 11 Monitoring and Data,Collection
To gain a qualitative understanding of'hydrologic and vegetation ,trends and to support the approach
proposed for the 3M Plan, we propose a.qualitative approach which draws•on available'existing data and
fills data gaps with field-evaluation. .
Synthesis of Existing Data.
Following the initial site visit,we will synthesize the information gathered as illustrated.in,the,table below
in order to definer the,relationships between marsh habitat and site hydrology, the tide cycle, salinity,
dredge'disposal activities,•site`groundwater conditions, and marsh'elevation: Available historical data and
data collected as part of this Scopeof Workwill beincluded:
Table l.Synthesis of Existing Data •
Parameter Description and-source
Mean -Annual values supplemented with monthly where relevant. Obtained from local gages and
Precipitation existing reports:
Pan evaporation Monthly values obtained from National Oceanic,and Atmospheric Administration website
and existing-reports.
Tide elevation Tidal mean data.-with monthly maximums and minimums where relevant. Obtained from
local gages and existing,reports.
Dredging Schedule,.volumes,-water content,and salinity,as available from the:City.
activities
Modifications to Petaluma River levee breaches, Shollenberger Mash bean construction. Related
drainage features documented observations such as tidal influence and draining:of Parcel"B;prolonged water
retention in Shollenberger Marsh, observed open water in Shollenberger Dredge
Reclamation Site, convers•'ion.of a portion of Shollenberger Marsh.from non-native'grassland
to native vegetation..
Vegetation _ Aeirial.photos and maps of 2002-2003 and 2008 vegetation.
Communities.
Description •
Documentation of-the.data synthesis.and outcome:will be included as a Technical Memorandum in the
3M Plan, Outcome will include trends in the site's response to anthropogenic,changes and associated
hydrology,groundwater, and vegetation conditions. In addition, data gaps not included in this Scope of
Work will be identifedwith relative priority and with sensitivity to the City's limited budget.
• 14
EXHIBIT A,
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Field Data Collection
Additional field data bellectiou;is indicated in Table 2.
Table 2 Field Data Collection
Parameter Description
Site visits Observe and document drainage'.trends during and/or after up:to two storm events.
during/after storm
events
Staff gage data Install:astaffgage.in Shollenberger Marshand'collect:and record data up to four times
during and after rainyeventsdo cover inundation and.draining.
Soil borings Update seven soil borings and include measurements of groundwater levels(or level of soil
saturation)and salinity,consistentwithborings presented,inURS,2003.
Salinity In addition to salinity testing:of soil borings,measuresalinity of water within the:Marsh in
two consistent locations(one'.in the north end,.One in thesouth end).one time in the winter or
earl nng,,and ate timein the'fall.
Piezometer data Install-an-if Install-an-if collect one piezometer each atthe.Shollenberger'Marsh.site;the Dredge Material
Disposal site,.the Alman:Marsh Site;and at Parcel,6:,
Vegetation. GPS boundary pickleweed:community. Collect vegetation data'.including species
Description composition;percent cover,and presence/abundance of invasive or weedy species.
We will conduct site visits during orafter up to two storm'events two collect the data listed in Table 2,
since this data has proved to be very•infonnative'on past projects and has a low associated cost. Staff gage
data provide further, insight into site filling and draining at relatively low cost. Adding to the soil boring
data that URS collected and which effectively serves as a baseline will provide an explicit means of
comparing soil characteristics'and soil salinity: Salinity measurements"in'the water contained in the site
will assist in assessing limpaet on site of storm events and tide cycles.. Piezometric data will help in.
assessing groundwater trends and, impacts on salinity. Vegetation data will allow evaluation of the
progressofthe site toward meeting,B.G. conditions since the last available information fom 2008, and
will inform enhancement or restoration tecominendations and the Adaptive Management.Plan.
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Field data will be documented:-ina Technical-Memorandum to be;included in the 3M'Plan. The Technical
Memorandum will build on existing data and observations and further document' the progression of
habitatat the Shollenberger Marsh site, identify likely key drivers of salt marsh habitat success or failure
based on past conditions, and inform-the mitigation and monitoring plan and adaptive management
strategies to manage the site in the future.
Task 1.3 City and Resource Agency Meeting
following synthesis and data collection, GHD will coordinate. attend, and facilitate a meeting with City
staff and resource agenciesfo discuss the approach of the revised 3M P,len. We will provide a meeting
agenda and review material.prior to the meeting to facilitate,discussions The objective of the:meeting is
for the City to present the proposed approach for the Revised Draft 3M Plan, to discuss concerns the
agencies have.regarding,;the proposed approach, and to present-the schechile. GHD will produce meeting
minutes and.distribute'the mi'ntilesto the City for review and approval,prior to.sending-lheniinutes t'o the
resource agencies.
Task 1.4 Draft Shallenber yer 3M Plan
GHD will review the material provided by-the City and revise,the Draft 3M Plan. We-will specifically
review the monitoring;and maintenance requirements identified in the previous versions of the 3M Plan.
• GHD will develop'an'annotated;Revised Draft Plan to illustratethe changes from,the previous version of
the document. The Revised Draft.Plan will include an ititroductidn and historical background. This
information will describe' both the historic use of the area as well as the regulatory review of the
I5
•
EXHIBIT A
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management and proposed management of the site. A discussion ofsthe dredging and disposal history
will be included. The section will also.include-a discussion aboutthe`monitoring completed at thesite.
The 3M Plan will include identification,of alternative methods to meet the B. O. requirements and to
accomplish the monitoring requirements. Alternatives may include identification of volunteer workforce
possibilities, agreements with environmental or other organizations,and identification of items that can be
accomplished with Petaliuna staff:
GI-ID will submit the revised draft to,the City for review and continent. We will meet with the City to
discuss the revised draft and then we will finalize the Draft.3M Plan for submittal to the resource
agencies. GI-ID will draft a cover letter for City signature, and then we will mail the Revised
Shollenberger 3M Plan to the_agenciesfor their review and comment.
Task 2 -Finalize Revised Shollenberger 3M Plan
Task 2.1 City and Resource Agency Meeting
Following completion of the Draft: 3M Plan and following receipt of agency comments, GHD will
coordinate, attend and facilitate a meeting with City staff:and resource:agencies to discuss the Draft 3M
Plan. We will provide a meeting,agenda and review material prior to the meeting to facilitate discussions.
The objective of the meeting-will the to reach consensus over the;elements of the 3M Plan, the extent of
the monitoring and maintenance required; the reporting requirements, and:the issuance of permits. GHD
will produce meeting minutes and distribute the minutes to the City for review and approval prior to
sending the minutes to theresource agencies.
Task 2.2 Final Revised Shollenberger 3M Pion
After the City, GHD, and resource agency meeting, GHD will produce an:Administrative Final Revised
3M Plan for Cityreview:and'comnient, GELD will incorporate thetomments and complete the necessary
edits and then complete the Final Revised 3M Plan. GHD will mail the Final Revised 3M Plan to the
agencies for use in issiianceof firtuiedredging perhiits,as necessary.
Task 3 -Agency Coordination and Permit Negotiations
Following the 3M than review meeting, GHD will coordinate with resource agency staff. This task
includes 40 hours of follow up-contact with representatives from each agency.
GHD will coordinate meetings and conference calls between the City and the resource agency
representatives once the Final 3M Plan is completed to facilitate and negotiate permit acquisition.
Task 4-Meetings
Thescope,includes up tothrec;City Council meetings to present the Draft and Final 3M Plan. Our Project
Manager, senior biologist;and senior engineer will attend the three(City Council meetings. Depending on
the topic for discussiottat these meetings, our hydrologist and/or technical advisor may also attend. We
will confirm attendees with the City for each meeting. Our-scope also includes tip to three meetings with
local volunteer groups to discuss the project and to develop strategies to complete the work associated
with monitoring and restoration work outlined in the 3M Plan. Similar to the City Council meetings,
attendance at these meetings will be based on the planned discussion topics. Our Project Manager and
technical'staffwill attend these meetings.
Deliverables:
• Kick off-meeting with Cityrstaff(agenda and minutes)
I6
EXHIBIT A.
• Kickoff meeting with Cify+staff and Resource Agency Permitting staff(agenda and minutes)
• Administrative%DraffShollenberger:3M Plaw.(3 hard copies)'
• Review meeting:with City staff
• Draft-Shollenberger3M.Plan.(10 hard,copies, I electronic copy)
• Distribution Cover letter.and agency mailings
• Draft Review meeting with the City, Resource Agency Staff.and GND(agenda,and minutes)
• Administrative Shollenberger 3M'Plan 0 hard copies, I electronic copy)
• Filial Shollenherger 3M Plan(10 hard copies; l electronic copy)
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yD a n S
INSURANCE REQUIREMENTS
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 g.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 I of2
INSURANCE REQUIREMENTS(City) n
(iManage::609325)April 2010
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:
I. 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, 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
breathes of warranties shall not affect coverage provided to the City, its officers,
officials,;employees,:'agents or volunteers.
4. The Consultant's insurance shall applyiseparately to each-insured against whom
claih-i 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
coverageor in limits except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been given to the City.
b. Consultant agrees to waive subrogation rights against City regardless of the
applicability of any insurance proceeds, and to require all contractors,
subcontractors br Others;:involved in.anytway with the Services to do likewise.
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"conimence.
Exhibit B2
Page 2 of 2
INSURANCE%REQUIREtvIEN'I'S(City)
(iManagc 4609325)April 2010 20
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:C Ordinance"),Petaliuna Municipal Code Chapter
836, applies'to certain service,contracts, leases; franchises and otheragreements or funding
mechanisms providing fmancial•assistance (referred to hereafter as an"Agreement") between
the City of Petaluma ("City") and/,or the Petaluma Cotpmunity 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 td the Ordinance, the covered entity shall:
•
• Acknowledge that the covered enityis aware.of the Ordinance.and intends to comply
with its provisions.
• Complete the Report of Charges, Complaints, Citations ad/or Findings contained in
this Acknowledgement:and Certification by providing information, including the date,
subject matter and manner ofresolution, if any,:of all wage, hour, collective bargaining,
workplace safety, environmental or consumerprotectioncharges; complaints, citations,
and/or findings of violation of law or regulation by any regulatory.agency or court
including but not limited to,the:Califomia Department of Fair Fmploymentand Housing,
Division of Occupational Safety and Health (OSHA), California Departnient of Industrial•
Relations (Labor Cotnnaissioner), Ens ironmentql Protection Agency and/or National Labor
Relations Board,which have been filed:or presented to thecovered entity within the ten
years immediatelypriorto the bid,proposal, submission of request.
Pursuant to Petaluma Municipal"Code Section £1.36.1201 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
cos'ered,.entity,shall certify that its employees are paid a.living wage'that is consistent with
Petaluma Municipal CodeChapter:8.36.
By executing dim Acknowledgementand Certification,the covered entity (i) acknowledges that it
is aware of the Ordinance:and intends to comply with:its provisions, (n) attests to the accuracy
and completeness of information provided in the Report of Charges,'Complaints, Citations
and/or Findings contained herein,(in)certifies that it paps`its covered employees a Living Wage
as defined in Petaluma Municipal Code Chapter 8.36 and (iv) attests that the-person executing
XCKNOA LEDGEMENTAND CDRTIF1CA"FION PURSUANT 1O
CM.OF PETALUMA LIVING WAGE ORDINANCE
Page 1 of3
21
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this Acknowledgenientand Ce tificanoii.isauthorized`to bind_the:covered entity as to the
matters covered in this eledgment and Certification:
SO ACKNOWLEDGED and CERTIFIED:
Project or Contract I.D: Shollenberger.Dredge and Disposal Site Management Maintenance and
Monitoring Plan Development,
bate: °/Lg /'—
(PrintName.of Covered Enna-/Business Capacity) /
By I oe L/ce
(Print N• me)
/s/ GAgi
(Signature) •
Its M.:¢w h/° 42.-MC/.40'AG-
(Title /Capacity of AuthorizedSigner)
•
•
ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO
CITY OF PETALUMLA LIVING WAGE ORDINANCE
Page 2 of 3
22
•
•
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REPORT OF CHARGES;L_COMPLAINTS, CITATIONS-AND/OR FINDINGS
PURSUANT TO PETALUMA•MUNICIEAL,CODE':SECTION 8.36.120
•
FOR EACH WAGE,.HOUR,COLLECTIFEBARGAINING,WORKPLACE'SAFET Y, ENVIRONMENTAL
OR CONSUMER PROTECTION CI-LARGE,,COMPLAINT,CITATION,AND/OR FLNDING OF VIOLATION
OF LAW OR REGULATION BY`ANY REGULATORY AGENCY OR COURT, INCLUDING BUT NOT
LIIBTED TO THE CALIFORNIA DEPARTMENT OF_FAIR EMPLOYMENT AND.HOUSING,DIVISION OF
OCCUPATION:\I.SAFETY AND HEALTH (OSHA),CALIFORNIA DEPARTMENT OF'IND USPI/ AL
RELATIONS (LABOR.COMMISSIONER), ENVIRONNIENTAL PROTECTION AGENCY AND/OR NATIONAL
LABOR RELATIONS BOARD,WHICH:
• AFFECTS YOU AS.PROSPECTIVE CONTRACTOR;SUBCONTRACTOR, LESSEE,FRANCHISEE
AND/OR PARTY TO ANY.CITY'OF PETALUMA AND/OR.PE I'ALU:\L1 COMMUNITY
DEVELOPMENT COMMISSION.-FUNDED,AGREEMENT OR BENEFIT SUBJECT TO
PETALUMA MUNICIPAL CODE.C,,I-IAPI'ER 8.36 (LIVING"WAGE ORDINANCES),AND
• HAS BEEN FILED OR PRESENTED TO YOU WITHIN TI-IETEN YEARS IMMEDIATELY PRIOR
TO THE BID,PROPOSAL,SUBMISSION OR:REQUEST FOR WHICH THIS--ACKNOWLEDGEMENT
• AND CERTIFICATION IS MADE.
•
PIEASE PROVIDE TI-E DATE,THE REGULATORY AGENCY OR:COURT MAKING TI-LE CI-LARGE
COMPLAINT,CITATION OREINDING,THESUBJECT MATTER-AND TI IE MANNER OF RESOLUTION,
IF ANY,FOR EACH SUCII CHARGE COMPLAINT,.CITATION ORFINDING.
•
IF NONE,PLEASE STATE"NONE": /0N C
ATTACH ADDITIONAL PAGES IF NEEDED.
Date:
•
Regulatory Agency pr Court:
Subject.Mattef
Resolution,if any: -
Expected resoli Lion, if known:
June.2011 (iManage #1638697:2)
ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO
CITY OF PETALUMA LIVING WAGE ORDINANCE
Page 3 of 3
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