HomeMy WebLinkAboutContracts & Agreements_132-2024AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Laboratory Sampling and Special Analytical Servies
("Agreement") is made and entered in this 2nd day of July, 2024 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City") and ALS Group USA, Corp., a
Texas 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 provide Laboratory Sampling and Special Analytical
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 designates John R. Harris, 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 in
accordance with the schedule set forth in Exhibit "A," titled "Scope of Services," which
is attached hereto and incorporated herein by this reference.
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 two (2) additional one-year terms (each, an "Extended
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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 Term.
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 Thirty -Four Thousand Dollars ($34,000) for the Services provided during the
Initial Term. Should this Agreement be extended, the compensation for Consultant's
performance for the Services shall not exceed the amount of Thirty -Four Thousand
Dollars ($34,000) for the first Extended Term; and Thirty -Four Thousand Dollars
($34,000) for the second Extended Term, bringing the total possible amount of
compensation to a not -to -exceed amount of One Hundred Two Thousand Dollars
($102,000). For the Initial Term and each Extended Term, City shall pay Consultant 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 this reference. Furthermore, the Unit Price set forth in Exhibit `B"
shall be increased July 1 of each calendar year, by an amount reasonably equal to the
percentage change in the Consumer Price Index — All Urban Users (Riverside — San
Bernardino — Ontario) over the prior year.
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
CONSULTANT:
Javier Robles, Laboratory Director
ALS Group USA, Corp.
3337 Michelson Drive, Suite CN-750
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P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
Irvine, CA, 92612
javietrobles@aslglobal.com
Phone: 714-730-6239
Fax: 714-730-6462
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. Consultant shall secure and maintain professional liability insurance throughout the
term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim
made.
D. 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.
E. 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
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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 and appointed
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.
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 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, 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 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.
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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, 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 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 (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
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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.
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmatio - • _ cement.
CITY OF
By:
ddie Tejeda, Mayor
ATTEST:
�li*nne Donaldson, City Clerk
ALS GROUP USA, CORP.
By: -��-
Jay' obles, Laboratory Director
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EXHIBIT "A"
SCOPE OF SERVICES
The Consultant must possess the skills, licenses, certifications, and professional expertise
necessary to provide analytical services to the City at a level of competency comparable to other
environmental testing laboratories in the industry. To achieve this, Consultant shall obtain
certification from ELAP, NELAP, and approval from the EPA for all UCMR5 constituents.
Consultant must provide the City staff with updated or renewed laboratory certifications and
Fields of Accreditation, including those of subcontracted laboratories.
Moreover, Consultant is required to conduct at least 95% of lab analyses listed in the fee
schedule in-house, without subcontracting. This ensures direct oversight and accountability for
the quality of results.
The quality of laboratory tests shall adhere to the NELAP-Approved Quality Assurance Manual
and a strict Code of Ethics. This includes conducting minimum detection limit tests (MDLs)
below the Method Reporting Limit (MRL), Laboratory Control Sample (LCS), and Matrix Spike
(MS) tests with each sample batch, where applicable.
Maintaining accreditation; a laboratory license, and auditing recent third -party reports on quality
systems and proficiency tests are mandatory for Consultant.
Additionally, Consultant must maintain a comprehensive Quality Assurance (QA) Manual, SOPs
for laboratory procedures, Method Acceptance Limits (MALs), and MDLs to ensure precision
and accuracy in analysis.
Documentation of Consultant's investments in technological advancements and instrument
dedication, especially for critical analyses such as Nitrate Perchlorate, PFAS, and Volatile, is
crucial.
Utilizing a web -based data reporting system with Environmental Data Transfer (EDT) and
Electronic Data Deliverable (EDD) capabilities ensures efficient data transfer.
Consultant should provide well -labeled containers with appropriate preservatives, ice packs, and
packaging materials for sample transportation, along with a customized chain of custody form
for each sample point.
Reports delivered to the City must be accurate and timely, meeting a ten (10) business day
timeframe, or sooner for rush samples, with prompt communication if turnaround times cannot
be met.
The report should include essential information such as project details, sample dates, analyst
names, analysis results, and any quality control failures.
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Consultant staff must promptly notify City staff of abnormal data results within 48 hours, with
certain analyses requiring notification within 24 hours.
When providing sampling services, Consultant staff must strictly adhere to method and
regulatory requirements to ensure data integrity.
Reports should be provided in PDF and CSV formats, with detailed descriptions of sample kits
and adherence to analytical hold times.
Order acknowledgment, work order organization, and effective communication with the City on
any issues are essential for seamless service delivery.
Invoices should be submitted to the City within 30 days of report delivery, ensuring timely
payment processing.
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EXHIBIT "B"
Price and Fee Bid
ITEM
NO.
EST.
QTY
1
2
DRINKING WATER
15
3
15
4
PFAS SWRCB - Potable
Wells
1
5
6
1
PFAS SWRCB - Potable
Sam.lin
TEST METHOD
Appendix C
UCMR 5 - Lithium
1
1
UCMR 5 - PFAS (29
Contaminants
Appendix D
UNIT
PRICE
*EXTENDED
PRICE
(QTY X UNIT
PRICE)
$275.00
$350.00
EPA 200.7,
SM3120B (2017),
SM 3120 B-99 or
ASTM D1976-20
Item 3 and 4 as a
acka e
Appendix B
EPA UCMR 5 Sampling
Per sam.le site
DRINKING WATER
7
16
8
16
9
4
10
2
PFAS SWRCB -
Wastewater Per
Sam.linSite
PFAS SWRCB -
Wastewater Composite
Sam.liner Site
Method indicated
in items 3-4
$20.00
$4,125.00
$5,250.00
$20.00
$400.00
Appendix D
SUBTOTAL
$400.00
$400.00
$350.00
$400.00
$1,795.00
Appendix C
PFAS SWRCB -
Wastewater Sludge
Sam.liner Site
$350.00
$10,545.00
$275.00
Appendix D
$4,400.00
$350.00
Appendix D
Annual: Current List
126 Priority Pollutants
(EPA 40 CFR Part 423,
Appendix - Partial
Priority Pollutant List).
Exclude Asbestos
Refer to EPA 40
CFR Part 423,
Appendix A -
Partial Priority
Pollutant List
$5,600.00
$295.00
$1,120.00
$1,180.00
$2,240.00
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6
Quarterly Partial
Priority Pollutants List
(To be determined by
detected pollutants from
Line Item #10)
Refer to EPA 40 $1,120.00 $2,240.00
CFR Part 423,
Appendix A -
Partial Priority
Pollutant List
12
13
14
8
1
1
Priority Pollutants
Composite Sampling per
site
PFAS SWRCB -
Collection System
(Industrial Waste)
PFAS SWRCB -
Collection System
(Industrial Waste)
Sam,lin' •er Site
Appendix D $350.00 $350.00
Appendix C $275.00 $275.00
Appendix D $350.00 $350.00
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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.
ALS Group USA, Corp.
By:
Javier let les, Laboratory Director
Date: (J%(!11.1I
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