HomeMy WebLinkAboutAgenda Report - July 20, 2022 C-14CITY OF
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CALIFORNIA
COUNCIL COMMUNICATION
AGENDA ITEM C444
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Professional Services Agreement
with Trojan Technologies Group ULC, a Sole Source Vendor, of London, Ontario for
Ultraviolet Disinfection Service and Parts at White Slough Water Pollution Control Facility
($1,050,000)
MEETING DATE:
PREPARED BY
July 20, 2022
Public Works Director
RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute professional
services agreement with Trojan Technologies Group, ULC, of London,
Ontario for ultraviolet disinfection service and parts at White Slough
Water Pollution Control Facility, in the amount of $1,050,000.
BACKGROUND INFORMATION: On June 28, 2022, Council adopted Resolution No. 2022-166 waiving the
bid process and authorizing the City Manager to purchase ultraviolet
disinfection parts, in the amount of $135,623. This purchase was
necessary to expedite procurement of UV parts needed to maintain State regulating requirements. However,
to streamline future procurements of UV parts and services, staff is recommending Council authorize a multi-
year Professional Service Agreement to include both parts and services, in the amount of $1,050,000.
The ultra violet (UV) system disinfects the City's tertiary treated wastewater at White Slough Water Pollution
Control Facility (WSWPCF) and is regulated by the California Regional Water Quality Control Board. More
than 15 years ago, the City of Lodi switched from chlorine gas to UV disinfection for safety and water quality
reasons.
The UV system consists of two channels with five banks of UV lamps in each channel. Each bank contains
176 UV lamps, for a total of 1,760 lamps in the system. Regulatory requirements allow each lamp to remain in
service for a maximum of 8,000 hours. There is one set of wipers for each lamp and one ballast for every two
lamps. The lamps, wipers, ballasts, and additional components need to be checked daily for proper operation.
Staff must regularly replace ballasts and lamps, due to either failure or service life, and wipers to maintain
compliance.
This recommended professional services agreement includes the service and materials needed to replace the
lamps, wiper mechanisms, and light bulbs in two of the 10 banks, which have reached their regulated 8,000
hour service life. The initial contract term is for three years with the option of two -one year extensions. The
proposed not -to -exceed amount of $1,050,000 is expected to fund the UV parts and services needed for the
original three year contract term. If extensions are requested, staff will return to Council requesting additional
funding at that time.
APPROVED: Steve SchwabaUer
Stephen Schwabauer, City Manager
\\pwadc02\msc$\GROUP\ADMIN\Council\2022\07202022\Trojan\UV service and parts CC.doc
7/6/2022
Adopt Resolution Rescinding Resolution No 2022-166 and Authorizing City Manager to Execute Professional Services Agreement with Trojan Technologies Group ULC, a
Sole Source Vendor, of London. Ontario for Ultraviolet Disinfection Service and Parts at White Slough Water Pollution Control Facility ($1,050,000)
July 20, 2022
Page 2
Trojan Technologies Group ULC., is a sole -source vendor. Per Lodi Municipal Code, Section 3.20.070,
Bidding, the bidding process may be dispensed when the commodity can be obtained from only one vendor,
due to need for branded replacement parts or supplies for equipment of like brand.
Staff recommends authorizing City Manager to execute professional services agreement with Trojan
Technologies Group, ULC, of London, Ontario for ultraviolet disinfection service and parts at White Slough
Water Pollution Control Facility, in the amount of $1,050,000.
Fiscal Impact: If the UV system is not properly maintained, WSWPCF may not meet
discharge permit requirements, resulting in fines or penalties. This
purchase does not impact the General Fund.
Funding Available Funds are budgeted for this purchase in WSWPCF Plant Operations
(53053003.72352) for Fiscal Year 2022/23.
Andrew Keys
Andrew Keys
Deputy City Manager/Internal Services Director
C�__=
Charles E. Swimley, Jr.
Public Works Director
Prepared by Ken Capitanich, Wastewater Plant Superintendent
CES/KC/tw
Attachment
Signature: Q,r,,a� /uvbi
Email: akeys@lodi.gov
\\pwadc02\msc$\GROUP\ADMIN\Council\2022\07202022\Trojan\UV service and parts CC.doc
Signature:
Email: sschwabauer@lodi.gov
AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1
PARTIES AND PURPOSE
Section 1.1 Parties
THIS AGREEMENT is entered into on , 2022, by and
between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and TROJAN
TECHNOLOGIES GROUP ULC, qualified to do business in California (hereinafter
"CONTRACTOR").
Section 1.2 Purpose
CITY selected the CONTRACTOR to provide the services required in
accordance with attached Scope of Services, Exhibit A, attached and incorporated by
this reference.
CITY wishes to enter into an agreement with CONTRACTOR for ultraviolet
disinfection service and parts (hereinafter "Project") as set forth in the Scope of Services
attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide
such services to CITY.
ARTICLE 2
SCOPE OF SERVICES
Section 2.1 Scope of Services
CONTRACTOR, for the benefit and at the direction of CITY, shall perform the
Scope of Services as set forth in Exhibit A.
Section 2.2 Time For Commencement and Completion of Work
CONTRACTOR shall commence work pursuant to this Agreement, upon receipt
of a written notice to proceed from CITY or on the date set forth in Section 2.6,
whichever occurs first, and shall perform all services diligently and complete work under
this Agreement based on a mutually agreed upon timeline or as otherwise designated in
the Scope of Services.
CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other
work products as may be designated in the Scope of Services.
CONTRACTOR shall not be responsible for delays caused by the failure of CITY
staff to provide required data or review documents within the appropriate time frames.
The review time by CITY and any other agencies involved in the project shall not be
counted against CONTRACTOR's contract performance period. Also, in the event of
any delays due to weather, vandalism, acts of God, quarantines; epidemics and
1
pandemics; labor strikes or lockouts; riots; strife; insurrections; civil disobedience or acts
of criminals or terrorists; war; material shortages or delays in deliveries to Supplier by
third parties, the period of time for delivery payment terms, and payments under any
letters of credit will be extended for a period of time equal to the period of delay.
CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to
review and return all comments.
Section 2.3 Meetings
CONTRACTOR shall attend meetings as may be set forth in the Scope of
Services.
Section 2.4 Std
CONTRACTOR acknowledges
capabilities and on the qualifications
that CITY has relied on CONTRACTOR's
of CONTRACTOR's principals and staff as
identified in its proposal to CITY. The Scope of Services shall be performed by
CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified
by CONTRACTOR of any change of Project Manager and CITY is granted the right of
approval of all original, additional and replacement personnel at CITY's sole discretion
and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff
prior to any change.
CONTRACTOR represents it is prepared to and can perform all services within
the Scope of Services (Exhibit A) and is prepared to and can perform all services
specified therein. CONTRACTOR represents that it has, or will have at the time this
Agreement is executed, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature are legally required for CONTRACTOR to practice its profession, and
that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of
this Agreement all such licenses, permits, qualifications, insurance and approvals, and
shall indemnify, defend and hold harmless CITY against any costs associated with such
licenses, permits, qualifications, insurance and approvals which may be imposed against
CITY under this Agreement.
Section 2.5 Subcontracts
Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter
into any subcontract with any other party for purposes of providing any work or services
covered by this Agreement.
Section 2.6 Term
The term of this Agreement commences on May 1, 2022 and terminates upon
the completion of the Scope of Services or on April 30, 2025, whichever occurs first.
2
Section 2.7 Option to Extend Term of Agreement
At its option, City may extend the terms of this Agreement for an additional two
(2) one (1) -year extensions; provided, City gives Contractor no less than thirty (30) days
written notice of its intent prior to expiration of the existing term. In the event City
exercises any option under this paragraph, all other terms and conditions of this
Agreement continue and remain in full force and effect.
The total duration of this Agreement, including the exercise of any option under
this paragraph, shall not exceed five (5) years.
ARTICLE 3
COMPENSATION
Section 3.1 Compensation
CONTRACTOR's compensation for all work under this Agreement shall conform
to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by
this reference.
CONTRACTOR shall not undertake any work beyond the scope of this
Agreement unless such additional work is approved in advance and in writing by CITY.
Section 3.2 Method of Payment
CONTRACTOR shall submit invoices for completed work on a monthly basis, or
as otherwise agreed, providing, without limitation, details as to amount of hours,
individual performing said work, hourly rate, and indicating to what aspect of the Scope
of Services said work is attributable. CONTRACTOR's compensation for all work under
this Agreement shall not exceed the amount of the Fee Proposal.
Section 3.3 Costs
The Fee Proposal shall include all reimbursable costs required for the
performance of the Scope of Services. Payment of additional reimbursable costs
considered to be over and above those inherent in the original Scope of Services shall
be approved in advanced and in writing, by CITY.
Section 3.4 Auditing
CITY reserves the right to periodically audit all charges made by CONTRACTOR
to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to
furnish CITY, or a designated representative, with necessary information and assistance
needed to conduct such an audit.
CONTRACTOR agrees that CITY or its delegate will have the right to review,
obtain and copy all records pertaining to performance of this Agreement.
3
CONTRACTOR agrees to provide CITY or its delegate with any relevant information
requested and shall permit CITY or its delegate access to its premises, upon reasonable
notice, during normal business hours for the purpose of interviewing employees and
inspecting and copying such books, records, accounts, and other material that may be
relevant to a matter under investigation for the purpose of determining compliance with
this requirement. CONTRACTOR further agrees to maintain such records for a period of
three (3) years after final payment under this Agreement.
ARTICLE 4
MISCELLANEOUS PROVISIONS
Section 4.1 Nondiscrimination
In performing services under this Agreement, CONTRACTOR shall not
discriminate in the employment of its employees or in the engagement of any sub
CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital
status, national origin, ancestry, age, or any other criteria prohibited by law.
Section 4.2 ADA Compliance
In performing services under this Agreement, CONTRACTOR shall comply with
the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well
as all applicable regulations and guidelines issued pursuant to the ADA.
Section 4.3 Indemnification and Responsibility for Damage
CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold
harmless CITY, its elected and appointed officials, directors, officers, employees and
volunteers from and against any claims, damages, losses, and expenses (including
reasonable attorney's fees and costs), arising out of performance of the services to be
performed under this Agreement, provided that any such claim, damage, loss, or
expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any
subcontractor employed directly by CONTRACTOR, anyone directly or indirectly
employed by any of them, or anyone for whose acts they may be liable, except those
injuries or damages arising out of the active negligence, sole negligence, or sole willful
misconduct of the City of Lodi, its elected and appointed officials, directors, officers,
employees and volunteers. CITY may, at its election, conduct the defense or participate
in the defense of any claim related in any way to this indemnification. If CITY chooses at
its own election to conduct its own defense, participate in its own defense, or obtain
independent legal counsel in defense of any claim related to this indemnification for
damages related to CONTRACTOR or CONTRACTOR's subcontractor's negligence or
willful misconduct, CONTRACTOR shall pay all of the costs related thereto, including
4
without limitation reasonable attorney fees and costs. The defense and indemnification
obligations required by this Agreement are undertaken in addition to, and shall not in any
way be limited by the insurance obligations set forth herein.
Section 4.4 No Personal Liability
Neither the City Council, nor any other officer or authorized assistant or agent or
City employee shall be personally responsible for any liability arising under this
Agreement.
Section 4.5 Responsibility of CITY
CITY shall not be held responsible for the care or protection of any material or
parts of the work described in the Scope of Services prior to final acceptance by CITY,
except as expressly provided herein.
Section 4.6 Insurance Requirements for CONTRACTOR
CONTRACTOR shall take out and maintain during the life of this Agreement,
insurance coverage as set forth in Exhibit C attached hereto and incorporated by this
reference.
Section 4.7 Successors and Assians
CITY and CONTRACTOR each bind themselves, their partners, successors,
assigns, and legal representatives to this Agreement without the written consent of the
others. CONTRACTOR shall not assign or transfer any interest in this Agreement
without the prior written consent of CITY. Consent to any such transfer shall be at the
sole discretion of CITY.
Section 4.8 Notices
Any notice required to be given by the terms of this Agreement shall be in writing
signed by an authorized representative of the sender and shall be deemed to have been
given when the same is personally served or upon receipt by express or overnight
delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class
or certified mail, postage prepaid, addressed to the respective parties as follows:
To CITY: City of Lodi
221 West Pine Street
P.O. Box 3006
Lodi, CA 95241-1910
Attn: Ken Capitanich
To CONTRACTOR: Trojan Technologies Group ULC
3020 Gore Road
London, ON Canada N5V 4T7
Attn: Heather Conine
5
Section 4.9 Cooperation of CITY
CITY shall cooperate fully and in a timely manner in providing relevant
information it has at its disposal relevant to the Scope of Services.
Section 4.10 CONTRACTOR is Not an Employee of CITY
CONTRACTOR agrees that in undertaking the duties to be performed under this
Agreement, it shall act as an independent contractor for and on behalf of CITY and not
an employee of CITY. CITY shall not direct the work and means for accomplishment of
the services and work to be performed hereunder. CITY, however, retains the right to
require that work performed by CONTRACTOR meet specific standards without regard
to the manner and means of accomplishment thereof.
Section 4.11 Termination
CITY may terminate this Agreement, with or without cause, by giving
CONTRACTOR at least thirty (30) days written notice. Where phases are anticipated
within the Scope of Services, at which an intermediate decision is required concerning
whether to proceed further, CITY may terminate at the conclusion of any such phase.
Upon termination, CONTRACTOR shall be entitled to payment as set forth in the
attached Exhibit B to the extent that the work has been performed. Upon termination,
CONTRACTOR shall immediately suspend all work on the Project and deliver any
documents or work in progress to CITY. However, CITY shall assume no liability for
costs, expenses or lost profits resulting from services not completed or for contracts
entered into by CONTRACTOR with third parties in reliance upon this Agreement.
Section 4.12 Confidentiality
CONTRACTOR agrees to maintain confidentiality of all work and work products
produced under this Agreement, except to the extent otherwise required by law or
permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents
owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential' or
"Proprietary", except to the extent otherwise required by law or permitted in writing by
CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California
Public Records Act.
Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees
This Agreement shall be governed by the laws of the State of California.
Jurisdiction of litigation arising from this Agreement shall be venued with the San
Joaquin County Superior Court. If any part of this Agreement is found to conflict with
applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict
6
with said laws, but the remainder of this Agreement shall be in force and effect. In the
event any dispute between the parties arises under or regarding this Agreement, the
prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's
fees from the party who does not prevail as determined by the San Joaquin County
Superior Court.
Section 4.14 CitV Business License Re uirement
CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020
requires CONTRACTOR to have a city business license and CONTRACTOR agrees to
secure such license and pay the appropriate fees prior to performing any work
hereunder.
Section 4.15 Captions
The captions of the sections and subsections of this Agreement are for
convenience only and shall not be deemed to be relevant in resolving any question or
interpretation or intent hereunder.
Section 4.16 Integration and Modification
This Agreement represents the entire understanding of CITY and
CONTRACTOR as to those matters contained herein. No prior oral or written
understanding shall be of any force or effect with respect to those matters covered
hereunder. This Agreement may not be modified or altered except in writing, signed by
both parties.
Section 4.17 Contract Terms Prevail
All exhibits and this Agreement are intended to be construed as a single
document. Should any inconsistency occur between the specific terms of this
Agreement and the attached exhibits, the terms of this Agreement shall prevail.
Section 4.18 Severabllity
The invalidity in whole or in part of any provision of this Agreement shall not void
or affect the validity of any other provision of this Agreement.
Section 4.19 Ownership of Documents
All non-proprietary documents, photographs, reports, analyses, audits, computer
media, or other material documents or data, and working papers, whether or not in final
form, which have been obtained or prepared under this Agreement, shall be deemed the
property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all
such documents during CONTRACTOR's regular business hours. Upon termination or
completion of services under this Agreement, all information collected, work product and
documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days.
7
CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any
liability resulting from CITY's use of such documents for any purpose other than the
purpose for which they were intended and CITY shall pay all the costs related thereto
including without limitation reasonable attorney fees and costs.
Section 4.20 Authority
The undersigned hereby represent and warrant that they are authorized by the
parties to execute this Agreement.
Section 4.21 Federal Transit Fundina Conditions
❑ If the box at left is checked, the Federal Transit Funding conditions attached as
Exhibit D apply to this Agreement. In the event of a conflict between the terms of this
Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the
Federal Transit Funding Conditions will control.
Section 4.22 Counterparts and Electronic Signatures
This Agreement and other documents to be delivered pursuant to this Agreement
may be executed in one or more counterparts, each of which will be deemed to be an
original copy and all of which, when taken together, will be deemed to constitute one and
the same agreement or document, and will be effective when counterparts have been
signed by each of the parties and delivered to the other parties. Each party agrees that
the electronic signatures, whether digital or encrypted, of the parties included in this
Agreement are intended to authenticate this writing and to have the same force and
effect as manual signatures. Delivery of a copy of this Agreement or any other document
contemplated hereby, bearing an original manual or electronic signature by facsimile
transmission (including a facsimile delivered via the Internet), by electronic mail in
"portable document format" (".pdf') or similar format intended to preserve the original
graphic and pictorial appearance of a document, or through the use of electronic
signature software will have the same effect as physical delivery of the paper document
bearing an original signature.
Section 4.23 Limitation on Liabilit
The total liability of CONTRACTOR and its subsidiaries, affiliates, employees,
directors, officers and agents arising out of performance, nonperformance, or obligations
in connection with the design, manufacture, sale, delivery, and/or use of Parts and/or the
Scope of Services in no circumstance includes any liquidated, penalty, incidental or
consequential damages of any kind, nor exceed the total minimum amount of insurance
required under this Agreement, except only in the case of damages arising due to
CONTRACTOR'S willful misconduct.
8
Section 4.24 Warranty
CONTRACTOR warrants the Parts in accordance with its then -current standard
warranty covering the specific Parts ordered, generally under which CONTRACTOR
warrants to the CITY that during the period ending 18 months after the delivery date or
12 months after the start-up date, whichever occurs first, parts which are manufactured
by CONTRACTOR will be free from defects in material and workmanship and will
function in accordance with the specifications specified in any quotation. If
CONTRACTOR breaches this warranty and the CITY notifies CONTRACTOR of such
breach within 30 days of the end of the applicable warranty period, CONTRACTOR will
at its option, either replace or repair the nonconforming parts, or re -perform any
nonconforming services, or refund the amounts paid by CITY to CONTRACTOR for the
nonconforming parts and/or services. CONTRACTOR'S warranty contains the exclusive
remedies for any breach of warranty. CONTRACTOR expressly disclaims any remedies
of "cover" and any warranties implied by law, including but not limited to any warranty of
merchantability or fitness for a particular purpose.
Section 4.25 Performance Guarantees
All product warranties and performance guarantees shall only be enforceable in
(a) all equipment is properly installed, inspected regularly and is in a good working order,
(b) all operations are consistent with CONTRACTOR recommendations, (c) operating
conditions at the Project site, White Slough Water Pollution Control Facility, have not
materially changed and remain within anticipated specifications, and (d) no reasonably
unforeseeable circumstances exist or arise.
Section 4.26 Intellectual Property; Information Technology
CONTRACTOR retains all rights in and to any intellectual property and
confidential information created or procured by it or its representative at any time, and
CITY receives licenses to use such intellectual property and information only to the
extent provided by implied license under applicable law. No CITY information technology
requirements apply, except the extent such requirements specifically apply to equipment
being sold to CITY. To help ensure mutual compliance with applicable privacy laws,
CITY will not provide to or share with CONTRACTOR any personal data or personally
identifiable information.
//
9
IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this
Agreement as of the date first above written.
ATTEST.
OLIVIA NASHED
City Clerk
APPROVED AS TO FORM:
JANICE D. MAGDICH, City Attorney
By:
CITY OF LODI, a municipal corporation
STEPHEN SCHWABAUER
City Manager
TROJAN TECHNOLOGIES GROUP ULC,
By:
Name: HEATHER CONINE
Title: Regional Account Manager
Attachments:
Exhibit A - Scope of Services
Exhibit B - Fee Proposal
Exhibit C - Insurance Requirements
Exhibit D - Federal Transit Funding Conditions (if applicable)
Funding Source: 53053003.72352
(Business Unit & Account No.)
Doc ID:\\pwadc02\msc$\GROUP\ADMIN\Council\2022\04062022\Trojan\PSA.doc
CA:Rev.06.2022.LT rev 1
10
CITY OF LODI, a municipal corporation
STEPHEN SCHWABAUER
City Manager
TROJAN TECHNOLOGIES GROUP ULC,
By:
Name: HEATHER CONINE
Title: Regional Account Manager
Attachments:
Exhibit A - Scope of Services
Exhibit B - Fee Proposal
Exhibit C - Insurance Requirements
Exhibit D - Federal Transit Funding Conditions (if applicable)
Funding Source: 53053003.72352
(Business Unit & Account No.)
Doc ID:\\pwadc02\msc$\GROUP\ADMIN\Council\2022\04062022\Trojan\PSA.doc
CA:Rev.06.2022.LT rev 1
10
Scope of work:
Provide maintenance and parts to Trojan ultraviolet disinfection system at White Slough Water Pollution
Control Facility.
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EXHIBIT
NOTE: The City of Lodi is now using the online insurance program PINS Advantage. Once you have been awarded a
contract you will receive an email from the City's online insurance program requesting you to forward the email to your
insurance provider(s) to submit the required insurance documentation electronically
Insurance Requirements for Most Contracts
(Not construction or requiring professional liability)
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages
to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the
Contractor, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including
products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than
$2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this
project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and non -
owned autos with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit
of no less than $1,000,000 per accident for bodily injury or disease.
Other Insurance Provisions:
(a) Additional Named Insured Status
The City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers are to be covered
as additional insureds on the CGL with respect to liability arising out of work or operations performed by or on behalf of the
Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability
coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20
10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later
edition is used
(b) Primary and Non -Contributory Insurance Endorsement
The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. For
any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG
20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained
by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute
with it.
(c) Waiver of Subrogation Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any insurer of said
Contractor may acquire against the City of Lodi by virtue of the payment of any loss under such insurance. Contractor agrees to
obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether
or not the City of Lodi has received a waiver of subrogation endorsement from the insurer
NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) and (c) above: 221 West Pine Street,
Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of therp oiect
that it is insuring.
(d) Severability of Interest Clause
The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to
increase the limit of the company's liability under the Contractors commercial general liability and automobile liability policies.
(e) Notice of Cancellation or Change in Coverage Endorsement
This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such
cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240.
Page 1 I of 2 pages I Risk: rev. 3/1/2018
(f) Continuity of Coverage
All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration
of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which
meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual
basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the
City and immediately obtain replacement insurance. Contractor agrees and stipulates that any insurance coverage provided to the
City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or
statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.).
(g) Failure to Comply
If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain
the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum
allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days
of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement
and interest on the first (1st) day of the month following the City's notice. Notwithstanding any other provision of this Agreement,
if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance,
the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the
Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities.
(h) Verification of Coverage
Consultant shall furnish the City with a certificate of the applicable. All certificates are to be received and approved by the City
before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the
Contractor's obligation to provide them.
(i) Self -Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to provide proof of ability
to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall
provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
Q) Insurance Limits
The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents,
representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials,
employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement
in the Agreement for Contractor to procure and maintain a policy of insurance.
(k) Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and
Consultant shall ensure that City is an additional insured on insurance required from subcontractors
(1) Qualified Insurer(s)
All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of
California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted
surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines
insurers (LESLI list) and otherwise meet City requirements.
Page 2 1 of 2 pages I Risk: rev. 3/1/2018
RESOLUTION NO. 2022-176
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT
WITH TROJAN TECHNOLOGIES GROUP ULC, A SOLE -SOURCE VENDOR,
OF LONDON, ONTARIO, FOR ULTRAVIOLET DISINFECTION SERVICE AND
PARTS AT WHITE SLOUGH WATER POLLUTION CONTROL FACILITY
WHEREAS, White Slough Water Pollution Control Facility uses ultraviolet (UV) system
functions as a disinfectant for the tertiary -treated wastewater, as directed by the California
Regional Water Quality Control Board; and
WHEREAS, the UV system is complex, requiring annual operational costs for parts,
equipment replacement, and continuous staff hours to maintain; and
WHEREAS, per Lodi Municipal Code §3.20.070, the bidding process may be dispensed
when the commodity can be obtained from only one vendor, due to need for branded
replacement parts or supplies for equipment of like brand; and
WHEREAS, staff recommends authorizing the City Manager to execute a Professional
Services Agreement with Trojan Technologies Group ULC, a sole -source vendor, of London,
Ontario, for ultraviolet disinfection service and parts at White Slough Water Pollution Control
Facility, in the amount of $1,050,000.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute a Professional Services Agreement with Trojan
Technologies Group ULC, a sole -source vendor, of London, Ontario, for ultraviolet disinfection
service and parts at White Slough Water Pollution Control Facility, in the amount of $1,050,000;
and
BE IT FURTHER RESOLVED, pursuant
Manual (Res. No. 2019-223), the City Attorney i
the above -referenced document(s) that do not
clerical corrections as necessary.
Dated: July 20, 2022
to Section 6.3q of the City Council Protocol
s hereby authorized to make minor revisions to
alter the compensation or term, and to make
I hereby certify that Resolution No. 2022-176 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held July 20, 2022, by the following vote:
AYES: COUNCIL MEMBERS — Khan, Kuehne, Nakanishi, and Mayor Chandler
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — Hothi
ABSTAIN: COUNCIL MEMBERS — None
OLIVIA NASHED
City Clerk
2022-176