HomeMy WebLinkAboutContracts & Agreements_92-2021AGREEMENT 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 ("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 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 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 — RESPONSIBILITIES 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.
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.
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 two (2) additional one-year terms (an "Extended
Term"), on the same terms and conditions, by providing written notice to Contractor at
1
L:\ca\djm\Agreements\Montrose Air Quality Services Agreement.PS-1 1.FY20-0132.doc.jn
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 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 The compensation for Contractor's performance of the Services shall not exceed the
amount of seventy three thousand nine hundred eighty-five dollars ($73,985) 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 seventy three thousand nine hundred eighty-five dollars ($73,985) for the first
Extended Tenn, and the amount of seventy three thousand nine hundred eighty-five
dollars ($73,985) for the second Extended Term, bringing the total possible amount of
compensation to a not -to -exceed amount of two hundred twenty-one thousand nine
hundred fifty-five dollars ($221,955) For the Initial Term and the Extended Term, City
shall pay Contractor on a time and materials basis up to the not to not -to -exceed amount
of the specific term in accordance with the unit prices specified in Exhibit "B" titled
"Bidders Rate Sheet" 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 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)
CONSULTANT.
Karl Lany, District Manager
Montrose Air Quality Services, LLC
1631 East St. Andrew Place
Santa Ana, CA 92705
2
L.\ca\djm\Agreements\Montrose Air Quality Services Agreement.PS-1 1.FY20-0132.doc.jn
Redlands, CA 92373
jdonaldson@cityofredlands org
Phone. (909) 798-7531
ldany@montrose-env com
Phone (714) 282-8240
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
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 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
3
L:\ca\djm\Ag eements\Montrose Air Quality Services Agreement.PS-1 1.FY20-0132.doc.jn
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 havmg any such
interest shall perform any Services under this Agreement.
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;
(ii) issue, deny, suspend or revoke any City permit, license, apphcation,
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 — GENERAL 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
4
L:\ca\djm\Agreements\Montrose Air Quality Services Agreement.PS-1 1.FY20-0132.doc.jn
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, result in City's immediate termination of this Agreement.
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 m 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 (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 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.
5
L:\ca\djm\Agreements\Montrose Air Quality Services Agreement.PS-1 1.FY20-0132.doc.jn
8 8 If one or more of the sentences, clauses, paragraphs or sections contained m this
Agreement is declared mvand, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remamder of this Agreement
and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or
sections contamed herein, unless to do so would deprave a Party of a material 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
Paul T Banch, Mayor
ATTEST.
Donaldson, City Clerk
MONTROSE AIR QUALITY
SERVICES, LLC
By
6
L \ca\djm\Agreements\Montrose Air Quality Services Agreement.PS 1 1 FY20 0132.doc.jn
tract Mana - er
EXHIBIT "A"
SCOPE OF SERVICES
The following is the expected Scope of Services for Air Quality Management District (AQMD)
Compliance Support Service needs at the City's Wastewater Treatment Plant. All costs
associated with completion of the following tasks shall be in accordance with Exhibit `B",
`Bidder's Rate Sheet"
Task 1
Provide overall project management to include planning, coordination, reporting, and
communication. This task also includes preparation of monthly updates, tracking budgets and
schedules against the contract, and taking any corrective measures. Time line shall consist of
the Initial Project Meeting held within one week of project start date and on an as needed basis
thereafter This task is for each term of the contract.
A. Initial Project (Kick-off) Meeting: Consultant shall hold a one (1) hour virtual kick-off
meeting with City staff to discuss scope, schedule, and other project details The kickoff
meeting will discuss the approach the consultant will employ in executing the project and
for collecting other pertinent data from the City The meeting will also ensure that City's
goals and objectives of the project are clearly understood by the consultant project team.
B Progress Meetings Consultant shall attend up to four (4) Progress meetings in -person or
virtually In addition, the consultant will be available for conference calls or onsite
meetings as needed to review project progress and coordinate resolutions of issues, with
City's Project Manager Following each meeting, the consultant shall prepare and
distribute meeting minutes to document decisions and outstanding issues.
C Invoicing: The selected consultant shall prepare monthly invoices and schedule updates
to keep City staff up to date on project budget and schedule updates.
D Quality Assurance and Quality Control. The consultant shall perform internal quality
assurance reviews at key project completion milestones to assess overall project
implementation. The consultant shall also perform technical reviews of work products
and deliverables prior to submittal to the City
Task 2
Perform an evaluation of compliance and prepare a report of findings and
recommendations. Consultant shall evaluate each site and all AQMD permits for Facility ID
800441, including permitted emergency generators, against applicable AQMD regulations,
upcoming AQMD regulations, available records, and facility practices to assess compliance and
to provide a report of findings with an action tracking log. This report is to include all AQMD
rules that apply to the facility hsted separately, outlining required compliance activities and
recommendations on improvements for each. This task is for the initial contract term only
Task 3
Prepare an annual emissions inventory and complete the Annual Emissions Reporting
(AER) for Facility ID 800441 Consultant shall submit the AER to South Coast AQMD prior to
the deadline of 75 days after January 1st each year If applicable, the invoice for emissions fees
is to be provide to the City 21 days before the actual due date. Copy of final report shall be
7
L:\ca\djm\Agreements\Montrose Air Quality Services Agreement.PS-1 1.FY20-0132.doc.jn
submitted to the City in PDF format along with any calculation sheets and supportive data. This
task is for each term of the contract.
Task 4
Provide a 90 minute annual AQMD training to relevant staff on applicable AQMD
regulations, permit conditions/activities, and upcoming regulations virtually Training is to be
revised annually by Contractor, with updated content, and a PDF provided to the City This task
is for each term of the contract.
Task 5
Monitor the NOx, CO, and 0 concentration in the exhaust of each boiler while they are in
operation using a portable NOx, CO, and 0 analyzer in accordance with procedures of the
Protocol for Periodic Monitoring of Nitrogen Oxides, Carbon Monoxide, and Oxygen from
Sources Subject to South Coast AQMD Rules 1146 and 1146 1 This task is for each term of the
contract.
A. 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
B All results shall be recorded in the South Coast AQMD Form 3B Periodic Monitoring
Recordkeeping Form for Portable Analyzers.
C Monitoring shall be performed using approved South Coast AQMD methods and
procedures and any other applicable standards and regulations.
D The unit price shall include all associated costs to perform monitoring and reporting of
results.
E. Results to be provided via email within 5 working days from sampling event unless
otherwise specified.
Currently monitoring is conducted monthly on 2 boilers. This is subject to change once
the City completes a project replacing the current boilers with three new boilers and
receives notification from AQMD on an Alternative Monitoring Plan currently under
review
Task 6
Perform a boiler system source test after installation of new boilers an gas conditioning
system with the actual test date to be determined as the project progress. Consultant shall prepare
a source test protocol with expedited processing request no later than 30 calendar days from
initial start-up of the replacement boilers, which is expected to be in June of 2022. The source
test shall be conducted within 30 calendar days after South Coast AQMD approval of the source
test protocol and in accordance with approved test methods and procedures pursuant to the
approved source test protocol for oxides of nitrogen (NOx), carbon monoxide (CO), and sulfur
compounds at the normal operating load. Provide written report of results to City staff for review
and comment 5 business days prior to the due date outlined below This task is expected to be
complete once and may or may not be in the first term of the contract.
A. Notification of the source test date to South Coast AQMD is required at least 7 calendar
days prior to testing.
8
L\ca\djm\Agreements\Montrose Air Quality Services Agreement.PS-1 1.FY20-0132.doc.jn
B Written results are due to South Coast AQMD within 60 days of completion of the test.
Task 7
Assist the City with additional AQMD Compliance Support Services for up to 300 hours
annually As needed services may include, but are not limited to, assisting in Permit to Construct
and Alternative Monitoring Plan applications currently in progress, support on -going variance
condition activities, preparation of technical reports, and consultation with AQMD regulators,
City staff, and third party contractors. This task is for each term of the contract.
Travel expenses for on -site visits related to As Needed Services for up to 500 miles City
will not reimburse Consultant's time for traveling to and/or from activities necessary to complete
task 1-6 as those costs are to be included in total cost for each task.
9
L:\ca\djm\Agreements\Montrose Air Quality Services Agreement.PS-1 1.FY20-0132.doc.jn
EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation m one or more of
the following ways.
(a) By being insured against liability to pay compensation by one or more insurers
duly authorized to wnte compensation insurance in this State
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an mdividual 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, m performmg 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 mformation
and representations made in this certificate are true and correct
MONTROSE AIR QUALITY SERVICES, LLC
Date
11
L \ca\djm\Agreements\Montrose Air Quality Services Agreement.PS 1 1.FY20-0132.doc.jn