HomeMy WebLinkAboutContracts & Agreements_183-2024AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of laboratory testing and analysis for the California Street
Landfill ("Agreement") is made and entered in this 15th day of October, 2024 ("Effective Date"),
by and between the City of Redlands, a municipal corporation ("City") and Babcock Laboratories,
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 provide laboratory testing and 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 designates Tabitha Crocker, Facilities and Community Services 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 in
accordance with the schedule set forth in Exhibit "A," titled "Scope of Services," which is
attached hereto and incorporated herein by reference.
4.2 The term of this Agreement shall be for a period of one (1) year commencing October 9tb
2024 (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 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.
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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 Seventeen Thousand Six Hundred Twelve Dollars ($17,612) 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 Seventeen
Thousand Six Hundred Twelve Dollars ($17,612) for the first Extended Term and
Seventeen Thousand Six Hundred Twelve Dollars ($17,612) for the second Extended
Term, bringing the total possible amount of compensation to a not -to -exceed amount of
Fifty -Two Thousand Eight Hundred Thirty -Six Dollars ($52,836). For the Initial Term and
each Extended Term, City shall pay Consultant on a time and materials basis up to the to
not -to -exceed amount in accordance with the rates specified in Exhibit "B," titled "Price
Sheet," which is attached hereto and incorporated herein by this 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.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
CONSULTANT:
Tiffany Gomez, CEO
Babcock Laboratories, Inc.
P.O. Box 432
Riverside, CA 92502-0432
TGomez@babcocklabs.com
Phone: (951) 653-3351 Ext. 134
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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 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
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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.
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
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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 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.
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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 confirmation of t�l is-A-gr�ent.
CITY OF REJ.AIXDS BABCOCK LABORATORIES, INC.
ATTEST:
6Q'a4aw�
e e Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
Consultant shall provide testing services and laboratory analytical methods sufficient for meeting
the site specific monitoring requirements for the California Street Landfill in accordance with
California Regional Water Quality Control Board- Santa Ana Region (RWQCB) Waste Discharge
Requirements (WDRs) and Monitoring and Reporting Program (M&RP) Order No. R8-2004-
0008, including amendments stipulated in Order No. R8-2008-0094, and in compliance with
Article 1, Subchapter 3, Chapter 3, Division 2, Title 27, California Code of Regulations (CCR).
For the California Street Landfill Joint Technical Document, and the regulatory orders listed
above, the City is required to monitor, sample and analyze groundwater, soil -pore gas, condensate
and leachate on a quarterly basis at the CSL under the Detection Monitoring Program described in
the M&RP No. R8-2004-0008.
The Laboratory shall comply with all applicable Federal, State and local laws during the
performance of these specifications according to the most recent version of Standard United States
Environmental Protection Agency (USEPA) Methods.
The Consultant must possess the skills, licenses and professional expertise necessary to provide
the analyses services to the City at a level of competency presently maintained by other practicing
laboratories in the industry who provide like and similar types of services.
Consultant to hold and maintain the following certification:
ELAP qualified lab for California State Program.
Ninety -Five percent of all analyses to be conducted in-house without subcontracting.
Consultant to meet quality control guidelines in compliance with the following
NELAP-Approved Quality Assurance Manual.
Code of Ethics Policy.
Consultant Capability
Accreditation — laboratory licensed to perform testing.
Audit — most recent 3rd party audit report of quality systems (required as part of accreditation).
PT Results — most recent 3rd party proficiency test results (required as part of accreditation).
QA Manual — table of contents will illustrate depth of policies and procedures.
SOPS — laboratory procedures for analysis according to approved test methods.
MAL's — method acceptance limits for each analytical method to illustrate precision and
accuracy.
Instrumentation — documentation of laboratory's investments in and commitment to
technological advancements.
Customer Service
Consultant's testing facility shall be located within 60 miles of 1950 Nevada Street, Redlands,
CA 92373.
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Consultant shall be available for deliveries and pick-ups five days per week using Consultant's
own staff (not 3rd party staff).
Program Management
Order Login & Acknowledgement — Consultant shall maintain a method for organizing work
orders and communicating with the City on any issues at the outset
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EXHIBIT "B"
PRICE SHEET
LEACHATE
ITEM
NO.
CONSTITUENT
TEST METHOD
UNIT PRICE
1
Appendix II Constituents
8260B/8270/Various
$1,375.00
2
Total Hardness
EPA 6010
Included. in Ca & Mg Cost
3
Bicarbonate
310.1
Included in Total Alkalinity
4
Carbonate
310.1
Included in Total Alkalinity
5
Total Alkalinity
SM 2320B
$12.00
6
Total Cations
*See Notes
no add'1 charge
7
Total Anions
*See Notes
no add'1 charge
8
Hydroxide
*See Notes
Included in Total Alkalinity
9
Chloride
EPA 300.0
$11.00
10
Floride
EPA 300.0
$11.00
11
Nitrate as N
EPA 300.0
$11.00
12
Sulfate
EPA 300.0
$11.00
13
Phosphate
365.2
$20.00
14
Total Phosphorus
365.1/365.2
$25.00
15
Boron
212.3/200.7
$11.00
16
Specific Conductance
SM2510 B
$11.00
17
pH
SM4500 H+B
$11.00
18
Total Dissolved Solids
SM 2540C
$13.00
19
Chemical Oxygen Demand
410.4
$26.00
20
Phenols
420.1
$35.00
21
Total Organic Carbon
SM 531013
$32.00
22
Total Organic Halogens
450.1
$250.00
23
Calcium
200.7/215
$11.00
24
Ma nesium
200.7/241.1
$11.00
25
Manganese
200.7/243.1
$11.00
26
Potassium
200.7/258.1
$11.00
27
Sodium
200.7/273.1
$11.00
28
Iron
200.7/236.1
$11.00
29
Zinc
200.7/289.1
$11.00
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CONDENSATE
ITEM
NO.
CONSTITUENT
TEST METHOD
UNIT PRICE
30
Appendix II Constituents
826013/8270/Various
$1,375.00
31
Total Hardness
EPA 6010
Included in Ca & Mg Cost
32
Bicarbonate
310.1
Included in Total Alkalinity
33
Carbonate
310.1
Included in Total Alkalinity
34
Total Alkalinity
SM 2320B
$12.00
35
Total Cations
*See Notes
no add'1 charge
36
Total Anions
*See Notes
no add'1 charge
37
Hydroxide
*See Notes
Included in Total Alkalinity
38
Chloride
EPA 300.0
$11.00
39
Floride
EPA 300.0
$11.00
40
Nitrate as N
EPA 300.0
$11.00
41
Sulfate
EPA 300.0
$11.00
42
Phosphate
365.2
$20.00
43
Total Phosphorus
365.1/365.2
$25.00
44
Boron
212.3/200.7
$11.00
45
Specific Conductance
SM2510 B
$11.00
46
pH
SM4500 H+B
$11.00
47
Total Dissolved Solids
SM 2540C
$13.00
48
Chemical Oxygen Demand
410.4
$26.00
49
Phenols
420.1
$35.00
50
Total Organic Carbon
SM 5310B
$32.00
51
Total Organic Halogens
450.1
$250.00
52
Calcium
200.7/215
$11.00
53
Magnesium
200.7/241.1
$11.00
54
Manganese
200.7/243.1
$11.00
55
Potassium
200.7/258.1
$11.00
56
Sodium
200.7/273.1
$11.00
57
Iron
200.7/236.1
$11.00
58
Zinc
200.7/289.1
$11.00
*Two leachate sumps sampled annually in October. A retest sample is collected the following
April and analyzed for only first-time detections from the October event. Total Cations and
Anions are determined by the summation of all Cations and Anions, respectively, in the sample
analyzed. The standard method, SM 233013, in the "Standard Methods for the Examination of
Water and Wastewater" for hydroxide ion analysis shall be used.
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GROUNDWATER:
ITEM
CONSTITUENT
TEST
METHOD
UNIT PRICE
NO.
METHOD
DESCRIPTION
59
pH
SM 4500 H+B
Electrometric
$11.00
60
Total Dissolved
SM 2540 C
Gravimetric
$13.00
Solids
61
Chloride
EPA 3 00. 0
Ion Chromatography
$11.00
62
Sulfate
EPA 300.0
Ion Chromatography
$11.00
63
Nitrate as N
EPA 300.0
Ion Chromatography
$11.00
64
Bicarbonate
310.1
Titrimetric
Included in Ca
& M Cost
65
Carbonate
310.1
Titrimetric
Included in
Total Alkalinity
66
ChemicaIIOxygen
410.4
Colorimetric
$26.00
Demand
67
Hydroxide
SM 2330B
Standard Methods
Included in
Total Alkalinit
68
Total Alkalinity
SM2320B
$12.00
69
Perchlorate
EPA 314.0
$32.00
70
47 Appendix I
8260B
Purge and. Trap GUMS
$150.00
VOCs
71
EDB, DBCP
EPA 504
$53.00
SURFACE WATER:
ITEM
CONSTITUENT
TEST
METHOD
UNIT PRICE
NO.
METHOD
DESCRIPTION
72
pH.
SM 4500 H+B
Electrometric
$11.00
73
Total Dissolved
SM 2540 C
Gravimetric
$13.00
Solids
74
Chloride
EPA 300.0
Ion Chromatography
$1.1.00
75
Sulfate
EPA 300.0
Ion Chromatography
$11.00
76
Nitrate (as N)
EPA 300.0
Ion Chromatography
$11.00
77
Bicarbonate
310.1
Titrimetric
Included in Total
Alkalinity
78
Carbonate
310.1
Titrimetric
Included in Total
Alkalinity
79
Chemical Oxygen
410.4
Colorimetric
$26.00
Demand
80
Hydroxide
SM 2330B
Standard Methods
Included in Total
Alkalinity
81
Total Alkalinity
SM2320B
$12.00
82
47 Appendix I
8260B
Purge and Trap GC/MS
$150.00
VOCS
83
EDB, DBCP
EPA 504
$53.00
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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.
BABCOCK LABORATORIES, INC.
By: Date: D U
Tiffan mez, IOU
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