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HomeMy WebLinkAboutContracts & Agreements_120-2012_CCv0001.pdf AGREEMENT TO PERFORM LAB ANALYSIS SERVICES This agreement for the provision of lab analysis services("Agreement")is made and entered into this 26th day of July..2012("Effective Date"),by and between the City of Redlands,a municipal corporation ("City") and TestAmerica ("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 I -ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to perform groundwater,leachate and condensate laboratory analysis services for the City of Redlands' California Street Landfill (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," entitled"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, the Americans with Disabilities Act, the Fair Employment and Housing Act and prevailing wage laws. ARTICLE 3 - RESPONSIBILITIES OF CITY 1.1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services. 3.2 City designates Fred Cardenas, City's Quality of Life 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 The term of this Aareement shall be for three(3)years(the "Initial Term"),commencing upon the Effective Date of this Agreement. City shall have the option to extend the Initial Term for four(4), one-year additional terms (an "Extended Term")by providing written notice to Consultant at lease ninety(90) days prior to the expiration of the Initial Term or any Extended Term. The Initial Term and any Extended Terms are collectively referred to herein as the"Term." I 1:',ca\qjm\Agreements\l'estAmerica.doc 4.2 During the term of this Agreement. City may request that Consultant perform Extra Services. As used herein, "Extra Services"means any work that is determined necessary by City for the proper completion of the Services, but which the Parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Provided the Extra Services do not exceed twenty percent (20%) of the compensation to be paid by City to Consultant for the Services, such Extra Services may be agreed to by the Parties by written amendment to this Agreement, executed by a duly authorized City official in accordance with Chapter 2.16 of the Redlands Municipal Code. Consultant shall not perform, nor be compensated for, Extra Services without such written authorization from City. ARTICLE 5 - PAYMENTS TO CONSULTANT 5.1 The total compensation for Consultant's performance of the Services shall not exceed the amount of Fifty Four Thousand and Four Hundred Eight Dollars($54,408). Consultant shall be compensated for the Services at the rates and in the fixed amounts set forth in Exhibit "A,"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 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail should be addressed as follows: Cky Consultant Fred Cardenas Fred Haley Quality of Life Director Laboratory Director City of Redlands TestAmerica P.O. Box 3005 17461 Derian Avenue Redlands,CA 92373 Irvine, CA 92614 When so addressed, such notices shall be deemed given upon deposit in the United States Mail. Changes may be made in the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section 5.3. ARTICLE 6 - INSURANCE AND INDEMNIFICATION 6.1 Insurance 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 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 2 1:tcadjie,Agreements\TesttNi-nerica.doe cancellation or modification of the policy except upon thirty (30) days' prior written notice to City; provided,however, the policies shall allow for ten (10)days notice for cancellation to City due to non-payment of premium. 6.2 Consultant shall secure and maintain Workers' Compensation and Employer's Liability insurance throughout the duration of its performance of the Services in accordance with the laws of the State of California, with an insurance carrier acceptable to City as described in Exhibit "B," entitled Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference. 6.3 Consultant shall secure and maintain in force throughout the Term of this Agreement comprehensive general liability insurance with carriers acceptable to City.Minimum coverage 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 the insurance policy shall include a provision prohibiting modification of coverage limits or cancellation of the policy except upon thirty(30) days prior written notice to City. Such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. 6.4 Consultant shall have business auto liability coverage,with minimum limits of One Million Dollars($1,000,000) per occurrence, combined single limit for 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. 6.5 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, omission or failure to act by Consultant, 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. 7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant: A. Does not make or participate in: 3 1:\ca\,djm',Agreementsl,.TestAmerica.doc (i)the making or any City governmental decisions regarding approval of a rate, rule or regulation, or the adoption or enforcement of laws; (ii)the issuance, denial, suspension or revocation of City permits, licenses, applications, certifications, approvals, orders or similar authorizations or entitlements: (iii)authorizing City to enter into, modify or renew a contract; (iv) granting 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)granting City approval to a plan, design, report, study or similar item; (vi) adopting, or granting 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 by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests. Consultant shall file the subject Form 700 with the City Clerk's office pursuant to the written instructions provided by the Office of 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. 8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other documents developed by Consultant in connection with its performance of the Services, and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City.Any reuse of such documents, and any use of incomplete documents, shall be at City's sole risk. 4 8.4 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor.Neither City nor of its agents shall have control over the conduct of Consultant or Consultant's employees,except as herein set forth. Consultant shall supply 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. 8.5 This Agreement may be terminated by City, in its sole discretion, by providing thirty(30) days' prior written notice to Consultant(delivered by certified mail,return receipt requested)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 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. 8.6 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. 8.7 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, an amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8.8 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 5 1:`,ca'djiii\Agreemen&\TestAmerica.doc 8.9 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. IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS TESTAMERICA By: By: Pete Aguilar,Mayor Fred Haley, Laboratopy"Director Attest: Sam JrwinWtytIerk 6 1:\cal,djm,,,Agreement!�-,TestAmerica.doc EXHIBIT "A" SCOPE OF SERVICES 1:,Ca\djtW�Aoreemen&xTest-Nmerica,doc TestAmerica Irvine 17461 Derian Ave Suite 140 Irvine,CA 92614-5817 Exhibit A of RFP for City of Redlands Groundwater TAT: 10-Days(Business Days) Matrix Method Test Description Quantity Unit Extended Price Price Water 82608 Volatile Organic Compounds(GCIMS) 40 $72.00 $2,880.00 Water 82608 Custom 8260B Volatiles List 27 $41.00 $1,107.00 Water 504.1 EDB,DBCP 32 $60.00 $1,920.00 Water SM 23208 Alkalinity 32 $12,00 $384.00 Water 9056 9056-chloride,sulfate,nitrate 32 $36.00 $1,152.00 Water 314.0 Perchlorate(IC) 32 $48,00 $1,53600 Water SM 5220D COD 32 $22.00 $704.00 Water SM 2540C Solids,Total Dissolved(TDS) 32 $12.00 $38400 Water SM 4500 CO2 CID Carbon Dioxide 32 $15.00 $480.00 Total Groundwater $10,547.00 Condensate TAT: 10-Days(Business Days) Matrix Method Test Description Quantity Unit Extended Price Price Water 82608 Volatile Organic Compounds(GCIMS) 5 $72.00 $360.00 Water 8260B A+A+2CVE 5 $41.00 $208.00 Water SM 2320E Alkalinity 4 $12.00 $48.00 Water SM 5220D COD 4 $22,00 $88.00 Water SM 2540C Solids,Total Dissolved(TDS) 4 $12.00 $48.00 Water 8081A 8081 Organochlorine Pesticides(GC) 4 $85.00 $340.00 Water 8082 Polychlorinated Biphenyls(PCBs)by Gas Chromatography 4 $75.00 $300.00 Water 8270C 8270 Semtvolatile Organic Compounds(GCIMS) 4 $180.00 $720.00 Water SM 25108 Conductivity,Specific Conductance 4 $10.00 $40,00 Water SM 4500 ON E Cyanide,Total 4 $40.00 $160.00 Water 300.0 300-Anions flourlde,sulfate,chloride,nitrate 4 $48,00 $192.00 Water SM 2340C Hardness,Total 4 $800 $32.00 Water 376.2 Sutfide-4500 4 $24.00 $96.00 Water SM 5310C TOC-SM53108 4 $32.00 $128.00 Water SM 4500 H+B pH 4 $8.00 $32.00 Water 420.1 Phenolics,Total Recoverable-420.1 4 $30.00 $120.00 Water 365.3 Phosphorus,Total 4 $25.00 $100.00 Water 6020 6020 Metals(ICP/MS)-CAM list+tin 4 $100.00 $400.00 Water 200.7 Rev 4.4 200,7 Metals(tCP)-Fe,Mg,Mn,Zn,B,Ca,K,Na 4 $60,00 $240.00 TestAmerica Irvine 17461 Derian Ave Suite 100 Irvine,CA 92614-5817 Exhibit A of RFP for City of Redlands Condensate TAT: 10 Days(Business Days) (to be analyzed by Nashville) Matrix Method Test Description Quantity Unit Extended Price Price Water 8151A 8151 Herbicides(GC) 4 $155.00 $620,00 Water 90208 Organic Halides,Total(TOX) 4 $76.00 $304.00 Total Condensate $4,673.00 PH Sump TAT: 10-Days(Business Days) Matrix Method Test Description Quantity Unit Extended Price Price Water 8260B Volatile Organic Compounds(GC/MS) 4 $72.00 $288.00 Water 624 8260B-A+A+2CVE 4 $41.00 $164.00 Water SM 2320E Alkalinity 2 $1100 $24.00 Water SM 5220D COD 2 $22.00 $44.00 Water SM 2540C Solids,Total Dissolved(TRS) 2 $12.00 $24.00 Water 8081A 8081 Organochlorine Pesticides(GC) 2 $85.00 $170-00 Water 8082 Polychlorinated Biphenyls(PCBs)by Gas Chromatography 2 $75,00 $150.00 Water 8270C 8270 Semivolatile Organic Compounds(GC/MS) 2 $180.00 $360.00 Water SM 2510B Conductivity,Specific Conductance 2 $10.00 $20.00 Water SM 4500 CN E Cyanide,Total 2 $40.00 $moo Water 300,0 300-Anions flouride,sulfate,chloride,nitrate 2 $48.00 $96.00 Water SM 2340C Hardness,Total 2 $8.00 $16.00 Water 376.2 Sulfide-4500 2 $24.00 $48.00 Water SM 5310C TOC-SM5310B 2 $32.00 $64.00 Water SM 4500 H+B PH 2 $8.00 $1600 Water 4201 Phenolics,Total Recoverable-420.1 2 $30,00 $60,00 Water 365,3 Phosphorus,Total 2 $25.00 $50.00 Water 6020 6020 Metals(ICPIMS)-CAM list+tin 2 $100.00 $200.00 Water 200.7 Rev 4.4 200.7 Metals(ICP)-Fe,Mg,Mn,Zn,B,Ga,K,Na 2 $60.00 $120.00 pH Sump TAT: 10-Days(Business Days) (to be analyzed by Nashville) Matrix Method Test Description Quantity Unit Extended Price Price Water 8151A 8151 Herbicides(GC) 2 $155.00 $310.00 Water 90206 Organic Halides,Total(TOX) 2 $76,00 $ismci Total PH Sump $2,466.00 TestAmerica Irvine 17461 Derian Ave Suite 100 Irvine,CA 92614-5817 Exhibit A for City of Redlands TO-15 TAT: 10—Days(Business Days) (to be analyzed by Costa Mesa) Matrix Method Test Description Quantity Unit Extended Price Price Air D1946 Fixed Gases in Air(GC) 1 $120.00 $120,00 Air TO-15 EPATO-15 Scan,Standard List+Media 2 $220.00 $440.00 Total TO-16 $660.00 Total Other Charges $0.00 Total Analysis Charges $18,136.00 TestAmerica Irvine 17461 Derian Ave Suite 100 Irvine,CA 92614-5817 Exhibit A for City of Redlands Expedited Turnaround Times Expedited Turnaround Times are available with the following surcharges (Level 11 except where noted): Same day,overnight,or weekend 3.Ox 1 business days 2.Ox 2 business days 1.75x 3 business days 1.5x 5 business days 1.25x 7 business days 1.0x 10 business days I.Ox Expedited TATs are based on receipt by 9:30 am for same day TAT and by 5pm for all TAT requests. , Results are to be provided by Close of Business (COB) via TlotalAccess on the indicated day. If delivery of data is needed before Close of Business then this must be agreed upon before receipt of samples. Samples will be logged in based on the turnaround time that is indicated on the chain of custody and the appropriate surcharge will be applied. If no TAT is indicated, the samples will be logged in based on the original project specifications. Matrix Spikes/Matrix Spike TestAmerica complies with the method required frequencies for M&MSD per batch. When Duplicates MS/MSD analyses are not specifically requested, TestAmerica will strive to perform the required QC using an available sample in the batch. All client specified MSIMSD analyses will be charged for at the tests unit rate. The client is responsible for providing additional sample volume for required/requested MS/MSD analyses, Unless requested by the client at the time of project set-up,client specific MS/MSD may not be analyzed. EXHIBIT "B" WORKERS' COMPENSATION INSURANCE CERTIFICATION TO PERFORM FOR THE CITY OF REDLANDS 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 in one or more insurer 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. I am aware ofthe 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 of this Agreement. (Labor Code §1861). TESTAMERICA _7 By: Fred Haley, Lab&Ory Director Date: 1:`Ica`14im',,,'tgreements'NTestAmerica,doc