HomeMy WebLinkAboutContracts & Agreements_105-2023NPS-2.1 (8.22)
AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement for the provision of Air Quality Sampling & Analysis ("Agreement") is
made and entered in this 20m day of June, 2023(`Effective Date"), by and between the City of
Redlands, a municipal corporation ("City") and Quantum Analytical Services, Inc, a California
corporation ("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 perform Air Quality Sampling & 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 — 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 this
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 reasonably
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.
4.2 The term of this Agreement shall be for a period of one (1) year from the Effective Date
of this Agreement (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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NPS-2.1 (8.22)
Term"), on the same terms and conditions, by providing written notice to Consultant at
least thirty (30) days prior to the expiration of the Initial Term or any Extended Tenn,
The Initial Term and the Extended Term are hereby collectively, referred to herein as the
"Tenn" 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 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 Consultant's performance of the Services shall not exceed the
amount of one hundred two thousand, five hundred dollars ($102,500) for the Services
provided during the Initial Tenn. Should this Agreement be renewed, the compensation
for Consultant's performance for the Services shall not exceed the amount of one
hundred two thousand, five hundred dollars ($102,500) for the first Extended Term;
bringing the total possible amount of compensation to a not -to -exceed amount otjtwo
hundred five thousand dollars ($205,000). For the Initial Term and Extended Term, City
shall pay Consultant on a time and materials basis up to the 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 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultants' invoices shall include a brief description of the
Services performed, the dates the Services were performed, the number of hours spent
and by whom. 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.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
(909) 798-7531
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CONSULTANT
Dr. Andrew Kitto, President
Quantum Analytical Services, Inc
1210 E. 223rd Street, Suite 314
Carson, CA 90745
andrewkitto.quantum@gmail.com 1
(310)830-2226
(310) 830-2227
NPS-2.1 (8.22)
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.
6.2 Consultant shall defend, indemnify, and hold harmless City and its elected and appointed
officials, employees and agents from and against any and all claims, losses and 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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NPS-2.1 (8.22)
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 revolve 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 tinder 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.
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 Consultant. Neither City nor any of 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 instruments 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.
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NPS-2.1 (8.22)
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than ten (1.0) 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, drawings, specifications, reports, 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, without regard to its conflicts of laws provisions. The Parties agree
that all actions or proceedings arising in connection with this Agreement shall be tried
and litigated only in the state courts located in San Bernardino County, California, and
the federal courts located in Riverside County, 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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NPS-2.1 (8.22)
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confinnation of this Agreement.
CI1
ATTEST:
ne Donaldson, City Clerk
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Quantum Analytical Services, Inc
ff
Y
Dr. A drew ditto, President
NPS-2.1 (8.22)
EXHIBIT "A"
SCOPE OF SERVICES
The following is the expected Scope of Services for Air Quality Sampling and Analysis needs at
the City's facilities. All costs associated with completion of the following tasks shall be in
accordance with Exhibit `B", "Price and Fee Bid":
1. Air Quality Sample Collection
a. Provide weekly air quality sample collection at designated locations within the
wastewater treatment plant for Sulfur Compounds (TRS) analysis and HHV, F factor
(ATSM 1945/3588) analysis;
b. Provide as needed sample collection for Siloxanes (GC -MS TO 15) analysis;
c. Provide as needed rush sample collection to be performed within 1-2 business days;
d. Sample collection to be performed within 5 working days from the date of order
unless otherwise specified;
e. All sample collection is to be performed in a safe manner, using the appropriate
personal protective equipment, and in accordance with the City's safety practices; and
f. 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) and HHV, F factor (ATSM 1945/3588);
b. Provide as needed sample analysis for Siloxanes (GC -MS TO 15);
c. Provide as needed rush sample analysis with results submitted within 1-2 business
days;
d. Provide a written report of results via email within 5 working days from analysis
unless otherwise specified; and
e. Consultant shall immediately contact the City if a sample fails QA/QC standards, if
there is equipment or other failure, or the sample is deemed insufficient to process in
any way.
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 or cause any delay of sample
collection or laboratory results beyond the agreed upon response time. Prior approval is
required, and proper certification must be provided in advance of any work.
Payments are based on actual services called for and performed, and no minimum
contract value is guaranteed.
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NPS-2.1 (8.22)
EXHIBIT "B"
PRICE AND FEE BID
The following Price and Fee Bid indicates the cost to perform services outlined in Exhibit "A", "Scope of Services".
The unit price for eachitem 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.
le J 4
Sample
Sulfur Compounds
Collection:
a.
(TRS) (SCAQMD
307-91)
b.
HHV, F factor (ATSM
See item I. in
52
weeks
per weekly
sampling event
$600.00
$31,200.00
l
Scope of Services
1945/3588)
Siloxanes (GC -MS TO
C.
15)
d
Surcharge for Rush (1-
12
per request
$850.00
$10,200.00
2 days)
Sample
Sulfur Compounds
each indiviindivi dual
Collection
a.
(TRS) (SCAQMD
156
sunple
$15.00
$2,340.00
Consumables:
307-91)
b
HHV, F factor (ATSM
156
each individual
$15.00
$2,340.00
2
See item 2 in
Scope of Services
1945/3588)
sample
C.
Siloxanes GC -MS TO
12
each individual
$15.00
$180,00
15)
Sulfur Compounds
each individual
Sample Analysis:
a.
(TRS) (SCAQMD
156
sample
$220.00
$34,320.00
307-91)
b'
HHV, F factor (ATSM
156
each individual
$200.00
$31,200.00
See item 3 in
3
Scope of Services
1945/3588)
sample
C.
Siloxanes (GC -MS TO
12
each individual
$275.00
$3,300.00
15)
1 sample
d
Surcharge for Rush (I-
12
per request
$1,042.50
$12,510.00
2 days)
Additional costs
4
not listed in item
1, 2, & 3. (list
items separately)
TOTAL SUM BID (I THRU 4)
$127,590.00
For any items) that do not have price listed in the item list you are bidding on, vendor shall offer the best available government
pricing, the City will pay up to 20% above manufacturers cost.
Please indicate the not -to exceed percent (%) mark-up you offer: 5%
CONTRACT TERM:
The City may exercise its option to renew this agreement as stipulated under the same price, Terms and Conditions for the period
of one additional year.
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NPS-2.1 (8.22)
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
Y� f�-
Dr. Andrew Kitto, President
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Date: 0 612 3