HomeMy WebLinkAboutContracts & Agreements_255-2020PS -6( (9.9.20)
AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of professional air quality analysis services in
connection with City's provision of applications to the South Coast Air Quality Management
District (SCAQMD) (' 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
Montrose Air Quality Services, LLC ("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 provide professional air quality analysis compliance
and support 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 -- SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perfonn 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 — RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 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.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner The
Services shall commence immediately after the Effective Date of this Agreement.
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4.2 Consultant shall complete the Services by June 30, 2021, unless the Services are
terminated earlier as provided for herein.
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 Ninety Two Thousand Seven Hundred Fifty Dollars ($92,750). City shall pay
Consultant on a time and materials basis up to the not to exceed amount in accordance
with Exhibit 'C, titled ("Fee Schedule Title"), 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 alter 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.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
(909) 798-7531
CONSULTANT.
Karl luny, District Manager
Montrose Air Quality Services, LLC
1631 East St. Andrew Place
Santa Ana, CA 92705
Idany@montrose-env.com
(714) 2824240
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
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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
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
`D, 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 (S1,000,000) per occurrence and Two
Million Dollars (S2,000,000) 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
(51,000,000) 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 subcontractor 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 subcontractor.
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.
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8.3 Consultant is for all purposes under this Agreement an independent contractor 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
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 five (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 (I) 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 are 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
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sections contained herein, unless to do so would deprave a Party of a matenal benefit of
its bargain under this Agreement
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed m confirmation of this Agreement
CITY OF REDLANDS
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ATTEST
MONTROSE AIR QUALITY
SERVICES, LLC
By -
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EXHIBIT "A"
SCOPE OF SERVICES
The following is the expected scope of services for AQMD Compliance Support Service needs at
the City's Wastewater Treatment Plant resulting from a permit variance issued by South Coast
Air Quality Management for two boilers and a flare involving AQMD rule 431, 1146, and 1179
The goal is to provide air quality sampling and field testing and well AQMD compliance support
services related to the conditions of the variance.
Task 1
Monitor the NOx and CO concentration in the exhaust of the boilers under Permits F78942
(A/N 432188) and F78943 (A/N 433667) while they are in operation using a portable NOx, CO,
and oxygen analyzer in accordance with procedures of the Protocol for Periodic Monitoring of
Nitrogen Oxides, Carbon Monoxide, and Oxygen from Sources Subject to South Coast Air
Quality Management District Rules 1146 and 1146.1.
• The monitoring shall only be conducted by a person who has completed an appropriate
South Coast AQMD-approved training program in the operation of the portable analyzers
and has received a certification issued by South Coast AQMD.
• All results shall be recorded in the South Coast AQMD Form 3B: Periodic Monitoring
Recordkeeping Form for Portable Analyzers.
• Monitoring shall be performed using approved South Coast Air Quality Management
District (SCAQMD) methods and procedures and any other applicable standards and
regulations;
• The unit price shall include all associated costs to perform monitoring and reporting of
results;
• Results to be provided via email within 5-7 working days from sample delivery unless
otherwise specified;
• Monitoring shall be conducted according to the following schedule:
✓ Monthly monitoring at 2 locations;
✓ Beginning the month of January 2021 (first event to take place no later than
January 14, 2021); and
✓ End monitoring after the June 2021 event
Task 2:
Monitor the concentration of sulfur compounds at the inlet digester gas to the boiler under
Permit F78942 (A/N 432188), the boiler under Permit F78943 (A/N 433667), the flare under
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Permit G31625 (A/N 559823), and the inlet landfill gas to the flare under Permit G31625 (A/N
559823) in accordance with the following:
• Analysis for H2S using colorimetric tubes (Draeger tubes);
• Monitoring shall be performed using approved South Coast Air Quality Management
• District (SCAQMD) methods and procedures and any other applicable standards and
regulations;
• The unit price shall include all associated costs to perform monitoring and reporting of
results;
• Results to be provided via email within 5-7 working days from sample delivery unless
otherwise specified; and
• Monitoring shall be conducted according to the following schedule:
✓ Monitor 4 locations
✓ Weekly beginning week of 12/20/2020
✓ Daily beginning week of January 5, 2021
✓ End monitoring February 27 2021 (unless otherwise directed)
Task 3.
Collect samples for monitoring the concentration of sulfur compounds at the inlet digester
gas to the boiler under Permit F78942 (A/N 432188), the boiler under Permit F78943 (A/N
433667), the flare under Permit G31625 (A/N 559823), and the inlet landfill gas to the flare
under Permit G31625 (A/N 559823) in accordance with the following:
• Collect samples for Total reduced sulfur (TRS) as H2S pursuant to South Coast AQMD
Test Method 307-91 at 4 locations;
• Sample collection shall be performed using approved South Coast Air Quality
Management District (SCAQMD) methods and procedures and any other applicable
standards and regulations;
• Deliver the samples to Quantum Analytical Services, Inc. located at 1210 F 223rd
Street, Suite 314, Carson, CA 90745 the same day of collection, prior to the closing of
third party lab;
• No sample analysis will be planned for Friday If it is determined to be necessary the
City will coordinate with Contractor and third party lab to ensure that the sample is
delivered no later than 12pm;
• Upon receipt of samples, third party lab will perform visual inspection to ensure that
samples have been received in acceptable condition. If an issue is found that would affect
the sample analysis Contractor shall immediately notify Shannon Simmers at 909-557-
6298 and arrange to resample the next day to prevent a missed sample for the reporting
week; and
• Upon notification by the City that a sample failed QA/QC standards, there is laboratory
equipment or other laboratory failure, or the sample was deemed by the laboratory to be
insufficient to process in any way Contract shall schedule resample the next day to
prevent a missed sample for the reporting week. The City agrees to pay the contracted
price for sample collection and delivery for the resample.
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Task 4:
AQMD permit preparation for Pemrit to Construct to include three AQMD approved
boilers and one AQMD approved digester gas conditioning system. The City will provide all
required specifications, manufacture information, and other items related to the design of the
system, construction, and equipment to be purchased. Contractor to consult with AQMD permit
engineers, City staff, and City's third party contractor as necessary. Permit to construct
applications shall be ready for submittal no later than January 11, 2021.
Task 5:
Provide up to 50 hours of as needed AQMD Compliance Support Services. Example
support services include preparation of emissions inventory summary regulation analysis;
permit application assistance; permit application preparation; preparation of regulatory reports;
spreadsheets, and emission calculations; peer review of prepared regulatory reports, reporting
spreadsheets, emission calculations, and other technical reports; consultation with AQMD
regulators; and consultation with City staff.
For all tasks listed above billing shall be performed monthly and in accordance with Exhibit "13'
Price Quotation.
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EXHIBIT "Bn
PROJECT SCHEDULE
Price Quotation
Price Quotation includes all costs associated with the completion of the project including sampling,
sample delivery, field analysis, supplies, equipment, and travel associated with sampling and field
analysis. Items number corresponds with the task number and is further defined in Exhibit A Scope of
Services.
Please note that a $2,000.00 cancellation fee will be applied to the item. 2 in the table below should the
daily responsibilities be taken over by the City. Included with the cancellation fee, Montrose will
surrender any unused Colorimetric tubes. Items number col,espends with the task number and is further
defined in Scope of Work. Please see table below for details:
Item
Description
Hours
Quantity Per
Week/M041th
(A)
Weelcaterrths
of Analysis(C)
(8)
Unit Cost
Total
(Axsxc x
of
1
Task 1: Monitor NOx and CO
Concentrations
NIA
1
6
$620.00
$1,920.00
2
Task 2: Analysis for H2S using
colorimetric tubes
WA
7
27
$570.00
*32,490.00
3
Task 3: Sample collections and
delivery for TRS as H2S AQMD
method 307-91
NIA
7
27
$1,420.00
$38,340.00
4
Trask 4; AQMD Permit to
Construct
NIA
N/A
NIA
$8,000.00
$0,000.00
5
Task 5: AQMD Compliance
Support Services
50
N/A
N/A
*180.00
*9,000.00
1otal8um
*92,750.00
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EXHIBIT "C"
(Fee Schedule Title)
Item
Desatption
Hours
Quantity Per
Week/Month
(A)
Weeks/Months
otAnatysts
(8)
Unit Goss
(c)
Total
(pxaxcx
D)
1
Task 1: Monitor NOx and CO
Concentrations
WA
1
6
:820.00
64,920.00
2.Task
2: Analysis for H2S using
colorimetric tubes
NIA
7
27
$570.00
632,490.00
3.
Task 3: Sample collections and
delivery for TRS asH2S AQMD
method 307-01
N/A
7
27
61,420.00
338,340.00
4.Trask
4; AQMD Permit to
Construct
WA
N/A
NIA
$8,000.00
$8,000.00
5
Task 5: AQMD Compliance
Support Services
50
N/A
N/A
3180.00
$9,000.00
Total Sum
392,750.00
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EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways:
(a)
(b)
CHECK ONE
By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State.
By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and I will comply with such provisions
before commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code § 1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement,1 shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self -insure, or a certification of workers'
compensation insurance.
1 certify under penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct.
Montrose Air Quality Services, LLC
L.: eatrijnaAgreemen s\Montrose Air
Date: /gyp
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