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HomeMy WebLinkAboutAgenda Report - June 28, 2022 B-01 SMCITY OF VA vo e CIOzt� CALIFORNIA AGENDA ITEM COUNCIL COMMUNICATION AGENDA TITLE: Adopt Resolution Authorizing City Manager to Waive Bid Process and Purchase Ultra Violet Parts from Trojan Technologies Group ULC, a Sole Source Vendor, of London, Ontario ($135,623) MEETING DATE: June 28, 2022 PREPARED BY: Public Works Director RECOMMENDED ACTION: Adopt resolution authorizing City Manager to waive bid process and purchase ultraviolet disinfection parts from Trojan Technologies Group, ULC, of London, Ontario, in the amount of $135,623. BACKGROUND INFORMATION: 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 purchase includes the parts 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. 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 waive bid process and purchase ultraviolet disinfection parts from Trojan Technologies Group ULC, of London, Ontario, in the amount of $135,623. APPROVED: Steve SCilWabaUer Stephen Schwabauer, City Manager \\pwadc02\msc$\GROUP\ADMIN\Council\2022\06152022\Trojan\UV parts purchase CC.doc 5/27/2022 Adopt Resolution Authorizing City Manager to Waive Bid Process and Purchase Ultraviolet Disinfection Parts from Trojan Technologies, ULC, of London, Ontario ($135,623) June 15, 2022 Page 2 Fiscal Impact: If the UV system is not properly maintained, WSWPCF may not meet discharge permit requirements, resulting in fines or penalties. This purchase does not impact the General Fund. Funding Available: Funds are budgeted for this purchase in WSWPCF Plant Operations (53053003.72352) for Fiscal Year 2021/22. Susan Bjork, Budget Manager, for: Andrew Keys Deputy City Manager/Internal Services Director Charles E. Swimley, Jr, Public Works Director Prepared by Ken Capitanich, Wastewater Plant Superintendent CES/KC/tw Attachment \\Pwadc02\msc$\GROUP\ADMIN\Council\2022\06152022\Trojan\UV parts purchase CC.doc 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 RESOLUTION NO. 2022-166 A RESOLUTION OF THE LODI CITY COUNCIL WAIVING THE BID PROCESS AND AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR THE PURCHASE OF ULTRAVIOLET DISINFECTION PARTS FROM SOLE -SOURCE VENDOR TROJAN TECHNOLOGIES GROUP ULC, OF LONDON, ONTARIO 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 sole -source purchase of UV disinfection parts for White Slough Water Pollution Control Facility from Trojan Technologies Group ULC, of London, Ontario, in the amount of $135,623. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby waive the bidding process per Lodi Municipal Code Section 3.20.070; and BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a Professional Services Agreement for the sole -source purchase of UV disinfection parts for White Slough Water Pollution Control Facility from Trojan Technologies Group ULC, of London, Ontario, in the amount of $135,623; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above -referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: June 28, 2022 I hereby certify that Resolution No. 2022-166 was passed and adopted by the City Council of the City of Lodi in a special meeting held June 28, 2022, by the following vote: AYES: COUNCIL MEMBERS — Hothi, Khan, Kuehn, Nakanishi, and Mayor Chandler NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None OLIVIA NASHED City Clerk 2022-166