HomeMy WebLinkAboutContracts & Agreements_254-2020AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of professional air quality analysis services
(` Agreement") is made and entered in this 17th day of December, 2020 ("Effective Date"), by
and between the City of Redlands, a municipal corporation ("City") and Quantum Analytical
Services, Inc. ("Consultant"). City and Consultant are sometimes individually referred to herein
as a `Party' and, together, as the `Parties. In consideration of the mutual promises contained
herein, City and Consultant agree as follows:
ARTICLE 1—ENGAGEMENT OF CONSULTANT
1 1 City hereby engages Consultant to prepare air quality analysis services for City (the
`Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 — SERVIC.l3S OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit
A, titled `Scope of Services, which is attached hereto and incorporated herein by
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 — RESPO.NSIBILITIES OF CITY
3.1 City designates John R. Harris, City's Municipal Utilities and Engineering Department
Director, as City's representative with respect to performance of the Services, and such
person shall have the authority to transmit instructions, receive information, interpret and
define City's policies and decisions with respect to performance of the Services. City
shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
ARTICLE 4 — PERFORMANCEOF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner. The
Services shall commence immediately on the Effective Date of this Agreement.
4.2 Consultant shall complete the Services to City's reasonable satisfaction on or before June
30, 2021 unless the Services are terminated earlier as provided for herein.
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4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with
City Council adopted policy for the same. It shall be the obligation of Consultant to
obtain a copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5 1 Total compensation for Consultant's performance of the Services shall not exceed the
amount of twenty two thousand eight hundred forty two dollars ($22,842). City shall pay
Consultant on a time and materials basis up to the not to exceed amount in accordance
with Exhibit 'B, titled 'Price Quotation which is attached hereto and incorporated
herein by reference.
5.2 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultant's invoices shall include a brief description of the
Services performed, the dates the Services were performed, the number of hours spent
and by whom, and a description of reimbursable expenses related to the Services. City
shall pay Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express mail, in each case
properly posted and fully prepaid to the appropriate address set forth below or such other
address as a Party may provide notice in accordance with this section:
CITY,
City Clerk
City of Redlands
35 Cajon Street
P 0 Box 3005 (mailing)
Redlands, CA 92373
jdonadlson@cityofredlands.org
(909) 798-7531
CONSULTANT.
Dr Andrew Kitto, President
Quantum Analytical Services, Inc.
1210 E. 223rd Street, Suite 314
Carson, CA 90745
andrewkitto.quantum@gmail.com
(310) 830-2226
(310) 830-2227
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not
perform any Services unless and until the required insurance listed below is obtained by
Consultant. Consultant shall provide City with certificates of insurance and endorsements
evidencing such insurance prior to commencement of the Services. Insurance policies
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shall include a provision prohibiting cancellation or modification of the policy except
upon thirty (30) days prior written notice to City
A. Workers Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City or certification to
City that Consultant is self-insured or exempt from the workers' compensation laws
of the State of California. Consultant shall execute and provide City with Exhibit `C,
titled `Workers' Compensation Insurance Certification, which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two
Million Dollars ($2,000,000) aggregate, for public liability property damage and
personal injury is required. City shall be named as an additional insured and such
insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City
C Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and
property damage liability This coverage shall include all Consultant owned vehicles
used in connection with Consultant's provision of the Services, hired and non -owned
vehicles, and employee non -ownership vehicles, City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or
self-insurance maintained by City
D Consultant is expressly prohibited from assigning or subcontracting any of the
Services without the prior written consent of City In the event of mutual agreement
by the Parties to assign or subcontract a portion of the Services, Consultant shall add
such assignee or sub -contractor as an additional insured to the insurance policies
required hereby and provide City with the insurance endorsements prior to any
Services being performed by the assignee or sub -contractor.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability including
attorneys fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by or the willful misconduct of, Consultant, or its
officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7 1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
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7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant.
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law:
(i i) issue, deny suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof
B. Does not serve in a staff capacity with City and in that capacity participate in
making a governmental decision or otherwise perform the same or substantially
the same duties for City that would otherwise be performed by an individual
holding a position specified in City's Conflict of Interest Code under Government
Code section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests,
Consultant shall complete and file a Fair Political Practices Commission Form 700,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8 ._ .G EN ERA 1.„CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City results in City's immediate termination of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent Consultant and shall
perform the Services as an independent contractor Neither City nor any its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
only and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City Consultant
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shall have no authority express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority express or implied, to
bind City to any obligation.
8.4 This Agreement may be terminated by City in its sole discretion, by providing not less
than live (5) days prior written notice to Consultant of City's intent to terminate. If this
Agreement is terminated by City an adjustment to Consultant's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Consultant at the time of termination may be adjusted to the
extent of any additional costs to City occasioned by any default by Consultant. Upon
receipt of a termination notice, Consultant shall immediately discontinue its provision of
the Services and, within five (5) days of the date of the termination notice, deliver or
otherwise make available to City copies (in both hard copy and electronic form, where
applicable) of project related data, design calculations, drawings, specifications, reports,
estimates, summaries and such other information and materials as may have been
accumulated by Consultant in performing the Services. Consultant shall be compensated
on a pro -rata basis for Services completed up to the date of termination.
8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a 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. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations, written proposals or verbal agreements relating to such
matters arc superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or
sections contained herein, unless to do so would deprive a Party of a material benefit of
its bargain under this Agreement.
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS
By
QUANTUM ANALYTICAL
SERVICES, INC
Charles M Duggan, ."r , C ' Manager Dr drew Kitto, President
ATTEST
Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
The scope of services for the City's Air Quality Analysis requirements at the City's Wastewater
Treatment Plant include, but are not limited to, the following:
The goal is to provide Total Reduced Sulfurs (TRS) as H2S analysis on gas samples collected
from two boilers, the landfill gas collection system, and a flare. The consultant shall.
• Provide air quality sample analysis on four separate samples once a week for 27
consecutive weeks;
• Samples shall be analyzed for Total Reduced Sulfur as H2S using AQMD method 307
91
• Sample analysis to begin the week of December 20, 2020 with the last sample to be taken
the week of June 27 2021
• A City representative will deliver the samples to Quantum Analytical Services, Inc.
located at 1210 E. 223rd Street, Suite 314 Carson, CA 90745,
• No sample analysis will be planned for Friday If it is determined to be necessary the
City will notify the consultant by phone and ensure that the sample is delivered no later
than 12pin.
• Upon receipt of samples, the consultant shall perform visual inspection to ensure that
amples have been received in acceptable condition. If an issue is found that would affect
the sample analysis, the consultant shall immediately notify Shannon Simmers at 909-
557-6298 and if she is unavailable contact Salam Nael at 909-798-7506 ext. 4178.
• If a sample fails QA/QC standards, there is equipment or other failure, or the sample is
deemed insufficient to process in any way the consultant shall immediately t tify
Shannon Simmers at 909-557-6298 and if she is unavailable contact Salam Nae at 909-
798-7506 ext. 4178.
• The unit price for air quality analysis shall include all associated costs to perform analysis
and a written report of results;
• Sample analysis results to be provided via email within 5 working days from sample
delivery unless otherwise specified;
• Sample analysis shall be performed using approved South Coast Air Quality
Management District (SCAQMD) methods and procedures and any other applicable
standards and regulations;
• The consultant shall be properly certified to perform analysis of samples specified in the
Scope of Services for the term of this agreement. Use of third party laboratory is
acceptable but shall be at no additional cost to the City and
• Billing shall be performed monthly and in accordance with Exhibit 'B' Price Quotation.
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EXHIBIT "13"
Compensation
The following compensation to be paid to the consultant includes all costs associated with the completion
of the project including analysis, supplies, and reporting. Unit cost reflects the 10% discount Quantum
Analytical Services, Inc. agreed to provide to the City
Sl am!
Desefl'ptibn
Quafttity'
per,Week.
, :W$ s of ,
, .A, aljls(s.. 1i
Analysis of sulfur compounds (SCAQMD
307.91)
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P7
$ 211.50
$ 22,842
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