HomeMy WebLinkAboutContracts & Agreements_93-2021NPS-2.1 (2/26/20)
AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement for the provision of professional air quality analysis services
("Agreement") is made and entered into this 15th day of June, 2021 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City") and Quantum Analytical
Services, Inc., a California corporation ("Contractor") City and Contractor are sometimes
individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the
mutual promises contained herein, City and Contractor agree as follows
ARTICLE 1— ENGAGEMENT OF CONTRACTOR
1 1 City hereby engages Contractor to prepare air quality analysis services for City (the
"Services")
1.2 The Services shall be performed by Contractor in a professional manner, and Contractor
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 Contractors in the industry providing like and similar types of Services
ARTICLE 2 — SERVICES OF CONTRACTOR
2 1 The Services that Contractor shall perform are more particularly described in Exhibit
"A," titled "Scope of Services," which is attached hereto and incorporated herein by
reference
2.2 Contractor 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 Contractor information in its possession that may assist
Contractor 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 Contractor shall perform and complete the Services in a prompt and diligent manner The
Services shall commence immediately after the Effective Date of this Agreement,
4.2 The term of this Agreement shall be for a period of one (1) year from July 1, 2021
through June 30, 2022 (the "Initial Term") The City shall have the option to extend the
Initial Term of this Agreement by one (1) additional one-year term (an "Extended
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Term"), on the same terms and conditions, by providing written notice to Contractor at
least thirty (30) days prior to the expiration of the Initial Term. The Initial Term and the
Extended Term are hereby collectively, referred to herein as the "Term" of this
Agreement.
4 3 If Contractor'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 Contractor to
obtain a copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONTRACTOR
5 1 The compensation for Contractor's performance of the Services shall not exceed the
amount of eighty nine thousand five hundred ten dollars ($89,510) for the Services
provided during the Initial Term. Should this Agreement be extended, the compensation
for Contractor's performance for the Services shall not exceed the amount of eighty nine
thousand five hundred ten dollars ($89,510) for the first Extended Term, bringing the
total possible amount of compensation to a not -to -exceed amount of one hundred seventy
nine thousand twenty dollars ($179,020) For the Initial Term and each Extended Term,
City shall pay Contractor on a time and materials basis up to the not to not -to -exceed
amount in accordance with the rates specified in Exhibit "B," titled "Price and Fee Bid,"
which is attached hereto and incorporated herein by reference.
5.2 Contractor shall submit monthly invoices to City describing the Services performed
during the preceding month. Contractor'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 Contractor no later than thirty (30) days after receipt and approval by City of
Contractor'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 or electronic mail transmission (including
PDF), 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
jdonaldson@cityofredlands org
CONTRACTOR
Dr Andrew Kitto, President
Quantum Analytical Services, Inc
1210 E. 223rd Street, Suite 314
Carson, CA 90745
andrewlcitto quantum@gmail.com
(310) 830-2226
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Phone (909) 798-7531 (310) 830-2227
Fax (909) 798-7535
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6 1 The following insurance coverage required by this Agreement shall be maintained by
Contractor for the duration of its performance of the Services Contractor shall not
perform any Services unless and until the required insurance listed below is obtained by
Contractor Contractor 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 Contractor is self -insured or exempt from the workers' compensation laws
of the State of California. Contractor 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 Contractor owned vehicles
used in connection with Contractor'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
6.2 Contractor 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, Contractor, or its
officers, employees and agents in performing the Services
ARTICLE 7 — CONFLICTS OF INTEREST
7 1 Contractor 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 Contractor's Services Contractor further covenants and
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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 Contractor 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 ten (10) days prior written notice to Contractor of City's intent to terminate If this
Agreement is terminated by City, an adjustment to Contractor's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Contractor at the time of termination may be adjusted to the
extent of any additional costs to City occasioned by any default by Contractor Upon
receipt of a termination notice, Contractor 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, drawings, specifications, reports, summaries and such
other information and materials as may have been accumulated by Contractor in
performing the Services Contractor shall be compensated on a pro-rata basis for Services
completed up to the date of termination.
8 5 Contractor 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
Contractor pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Contractor
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 Contractor
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 Contractor have
signed in confirmation of this Agreement
QUANTUM ANALYTICAL SERVICES, INC
By
Paul T Barich, Mayor Dr. Andrew Kitto, President
ATTEST
e Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
The following is the expected Scope of Services for Air Quality Sampling and Analysis needs at
the City's Wastewater Treatment Plant. All costs associated with completion of the following
tasks shall be in accordance with Exhibit "B", "Price and Fee Bid"
Air Quality Sample Collection
a. Provide weekly air quality sample collection at four locations with in the wastewater
treatment plant for Sulfur Compounds (TRS) analysis,
b Provide as needed sample collection for Siloxanes (GC -MS TO 15) analysis,
c Provide as needed sample collection for HHV, F factor (ATSM 1945/3588) analysis,
d. Provide as needed rush sample collection to be performed within 1-2 business days,
e Sample collection to be performed within 5 working days from the date of order
unless otherwise specified,
f. All sample collection to be performed in a safe manner, using the appropriate
personal protective equipment, and in accordance with the City's safety practices and
site specific contractor requirements, and
g. Sample collection is expected to be performed in locations with positive gas pressure
2 Air Quality Sample Analysis
a. Provide weekly air quality sample analysis of four samples for Sulfur Compounds
(TRS) (SCAQMD 307-91),
b Provide as needed sample analysis for Siloxanes (GC -MS TO 15),
c Provide as needed sample analysis HHV, F factor (ATSM 1945/3588),
d. Provide as needed rush sample analysis with results submitted within 1-2 business
days,
e. Provide a written report of results via email within 5 working days from analysis
unless otherwise specified, and
f. Contractor shall immediately the City if a sample fails QA/QC standards, there is
equipment or other failure, or the sample is deemed insufficient to process in any
way
3 Sample collection and analysis shall be performed using approved South Coast Air
Quality Management District (SCAQMD) methods and procedures and any other
applicable standards and regulations SCAQMD methods and procedures can be found in
the following location, https.//www.agmd.gov/home/research/methods-procedures,
4 Laboratory performing analysis shall be properly certified to perform analysis specified
in the Scope of Services for the duration of the Contract. Use of third party laboratory is
acceptable but shall be at no additional cost to the City Certification must be provided
prior to commencement of work.
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EXHIBIT "B"
PRICE AND FEE BID
The following Price and Fee Bid indicate the cost to perform services outlined in Exhibit "A",
"Scope of Services" The unit price for each item number includes all costs associated with the
item and corresponds with the task number in the Scope of Services Quantities stated below are
estimates only and are not guaranteed as the City may order more or less than the quantity listed.
1.
Sample
Collection
See item 1 in
Scope of Services
a
Sulfur Compounds (TRS)
(SCAQMD 307-91)
58
per sampling
event
$400
$23,200
b
Siloxanes (GC -MS TO 15)
12
per sampling
event
Inc.
Inc.
c.
HHV, F factor (ATSM
1945/3588)
12
per sampling
event
Inc.
Inc.
d
Surcharge for Rush (1 2
days)
12
per sampling
event
$400
$4,800
2.
Sample Analysis.
See item 2 in
Scope of Services
a
Sulfur Compounds (TRS)
(SCAQMD 307-91)
225
each
$190
$42,750
b
c.
Siloxanes (GC -MS TO 15)
HHV, F factor (ATSM
1945/3588)
12
12
each
each
$230
$175
$2,760
$2100
d
Surcharge for Rush (1 2
days)
12
each
$950
$11,400
3
Additional costs
not listed in item
1 & 2. (list items
separately)
Tedlar Bags
250
each
$10
$2,500
TOTAL SUM BID (1 THRU 3)
$89,510
Percent mark-up not to exceed 5% manufacture pricing for the purchase of items not listed in the Price
and Fee Bid sheet above
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EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways
(a) By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State.
(b) 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
CHECK ONE
I 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, I 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.
I 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.
QUANTUM ANALYTICAL SERVICES, INC
By'
Dr ndrew Kitto, President
Date Co. /2 (2 z
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