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PTEAM 12.29.2023 (CITY ATTY: 05-19)
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH EUROFINS EATON ANALYTICAL, LLC.
(CHEMICAL AND BACTERIOLOGICAL LABORATORY WASTEWATER AND POTABLE WATER ANALYSIS – RFP 24-048AT)
1. PARTIES AND DATE.
This Agreement is made and entered into this _______ day of ___________, ________ (“Effective Date”) by and between the City of Corona, a municipal corporation organized under the laws of the State of California with its principal place of business at 400 South Vicentia Avenue, Corona, California 92882 (“City”) and Eurofins Eaton Analytical, LLC a Delaware Limited Liability Company, with its principal place of business at 941 Corporate Center Drive, Pomona, CA 91768 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing Chemical and Bacteriological Laboratory Analysis services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the RFP 24-048AT Chemical and Bacteriological Laboratory Wastewater and Potable Water Analysis project (“Project”) as set forth in this Agreement.
2.3 Corona Utility Authority.
Consultant understands that the City has entered into a Water Enterprise Management Agreement and a Wastewater Enterprise Management Agreement, both dated as of February 6, 2002, with the Corona Utility Authority (“CUA”) for the maintenance, management and operation of those utility systems (collectively, the “CUA Management Agreements”). To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, City enters into this Agreement on behalf of the CUA and subject to the terms of the applicable CUA Management Agreement(s).
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3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Chemical and Bacteriological Laboratory Analysis consulting services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules, and regulations.
3.1.2 Term. The term of this Agreement shall be from July 1, 2024 to June 30, 2025 (“Term”), unless earlier terminated as provided herein. Consultant shall complete the Services within the Term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the Term of this Agreement one or more times by executing a written amendment pursuant to Section 3.6.8 below (each a “Renewal Term”).
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the Term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the Parties. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
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3.2.3 Conformance to Applicable Requirements. All Services performed by Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.
The key personnel for performance of this Agreement are as follows: Camila Gadotti, Preseident.
3.2.5 City’s Representative. The City hereby designates Tom Moody, Director of Utilities, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
3.2.6 Consultant’s Representative. Consultant hereby designates Camila Gadotti, President or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant agrees that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the Term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
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adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations; Employee/Labor Certifications. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work or Services knowing them to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Employment Eligibility; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant.
Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the Term of the Agreement. Consultant shall avoid any violation of any such law during the Term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.9 or any of its subsections.
3.2.9.2 Employment Eligibility; Subcontractors, Consultants, Subsubcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work or Services relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section
3.2.9.1. 3.2.9.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
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the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, subsubcontractors or subconsultants to meet any of the requirements provided for in Sections 3.2.9.1 or 3.2.9.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.9.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.
3.2.9.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.2.9.5 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.2.9.6 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuelpowered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.
To the extent applicable, Consultant shall comply, and shall ensure all subcontractors comply, with all applicable requirements of the most current version of the regulations imposed by CARB including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”).
Throughout the Project, and for three (3) years thereafter, Consultant shall make available for inspection and copying any and all documents or information associated with Consultant’s and its subconsultants’ and subcontractors’ fleets including, without limitation, the Certificates of Reported Compliance (“CRCs”), fuel/refueling records, maintenance records, emissions records, and any other information the Consultant is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the City.
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Consultant shall be solely liable for any and all costs associated with compliance with the Regulation as well asfor any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Consultant shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Promptly following the Effective Date of this Agreement, but in no event before Consultant commences any Services under this Agreement, Consultant shall provide evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subconsultants.
Consultant shall also require all of its subconsultants to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury, advertising injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. (4) Pollution Liability: $1,000,000 per claim/ $2,000,000 policy aggregate minimum.
3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
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profession. Such insurance shall be in an amount not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate minimum.
3.2.10.4 Pollution Liability. The Consultant’s Pollution Liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the work or operations performed by or on behalf of the Consultant, including any and all remediation costs, including, but not limited to, restoration costs, and coverage for the removal, repair, handling, and disposal of asbestos and/or lead containing materials, if applicable; (2) the insurance coverage shall be primary insurance as respects to the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or selfinsurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way; (3) coverage shall include contractual liability and non-owned disposal sites.
3.2.10.5 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects the City, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01 04 13). Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.
(B) Waiver of Subrogation – Workers’ Compensation and
Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work or Services performed by the Consultant. (C) All Coverages. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City is entitled to the broader coverage and/or higher limits maintained by Consultant. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.5 Other Provisions; Endorsements Preferred. Consultant shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Consultant:
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(A) Waiver of Subrogation – All Other Policies. Consultant hereby waives all rights of subrogation any insurer of Consultant’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Services performed by the Consultant.
Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer. (B) Notice. Consultant shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Consultant. Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.
3.2.10.7 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on which any Services under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Services under this Agreement commence, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.
3.2.10.8 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.
3.2.10.9 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M. Best’s rating no less than A-:X and authorized to issue the required policies in California.
3.2.10.10 Verification of Coverage. Consultant shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must be received and approved by the City before any Services commence; provided, however, that failure to obtain the required documents prior to the commencement of Services shall not waive Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
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3.2.10.11 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.
3.2.10.12 Sub-Consultants. All sub-consultants shall comply with each and every insurance provision of this Section 3.2.10. Consultant shall therefore not allow any sub-consultant to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the sub-consultant has secured all insurance required under this Agreement.
3.2.10.13 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 3.2.10, including limits, based on any of the following: (A) the nature of the risk of the Services; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.
3.2.11 Safety. Consultant shall execute and maintain its work and Services so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Services and the conditions under which the Services are to be performed.
3.2.12 Payment Bond. The California Department of Industrial Relations (“DIR”) has communicated to the City that there is a possibility that a payment bond may be required for certain services provided in connection with a public works project. Since such a requirement is currently contrary to the industry standard for the services provided by Consultant under this Agreement and since there is no direct legal authority for this position, the City is not requiring Consultant to provide a payment bond at this time. However, the City hereby reserves the right to require the Consultant to obtain and provide a payment bond for some or all of the Services provided by the Consultant under this Agreement.
If the City determines that a payment bond is required for the Services pursuant to Civil Code Section 9550 or any other applicable law, rule or regulation, Consultant shall execute and provide to City a payment bond in an amount required by the City and in a form provided or approved by the City. In the event a payment bond is required, the City agrees to compensate Consultant for all documented direct costs incurred by Consultant for such payment bond. The Parties shall memorialize the terms of such additional compensation and any other terms and conditions associated with the payment bond in an amendment to this Agreement.
3.2.13 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
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3.3 Fees and Payments.
3.3.1 Rates & Total Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation, including authorized reimbursements, shall not exceed Nine Hundred Forty Four Thousand and Seven Hundred Dollars ($944,700) (“Total Compensation”), without written approval of City’s Representative. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant.
The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the Term of this Agreement, City may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the Total Compensation is $1,000 or more, Consultant and its subconsultants shall fully comply with the Prevailing Wage Laws for their employees and any others to whom such laws are applicable. Consultant and its subconsultants shall also be responsible for any and all violations and fines imposed on them pursuant to the Prevailing Wage Laws. Pursuant to SB 854, which amended the Prevailing Wage Laws, this Agreement would also be subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Beginning April 1, 2015, no consultant or subconsultant may be awarded this Agreement unless registered with the DIR pursuant to Labor Code Section 1725.5. The City will report all necessary agreements to the DIR as required by the Prevailing Wage Laws. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the Project site. It is most efficient for the DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
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Consultant to obtain a copy of the prevailing wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the DIR located at www.dir.ca.gov/dlsr/. In the alternative, Consultant may obtain a copy of the prevailing wages from the City’s Representitive. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.3.6 Apprenticeable Crafts. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works when Consultant employs workmen in an apprenticeable craft or trade. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Consultant.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, as well as any authorized reimbursable expenses, and Consultant shall be entitled to no further compensation.
Consultant may not terminate this Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.5 Ownership of Materials and Confidentiality.
3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically, electronically or otherwise recorded or stored, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
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completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of five (5) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. In addition, before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.
3.5.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.
3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or reuse of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.
3.5.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.
3.5.5 Confidentiality. All Documents & Data, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant. All Documents & Data shall not, without the prior written consent of City, be used or DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
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reproduced by Consultant for any purposes other than the performance of the Services. Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant that is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.6 General Provisions.
3.6.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose:
Consultant:
Eurofins Eaton Analytical, LLC.
941 Corporate Center Drive
Pomona, CA 91768
Attn:
City:
City of Corona
400 South Vicentia Avenue
Corona, CA 92882
Attn: Tom Moody, Director of Utilities
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.6.2 Indemnification. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent acts, errors or omissions of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all settlement amounts, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s obligation to indemnify shall survive DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
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expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.
3.6.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code Sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.6.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.
3.6.6.1 Subconsultants; Assignment or Transfer. Consultant shall not subcontract any portion of the Services required under this Agreement, except as expressly authorized herein, without the prior written approval of the City. Subcontracts, if any, shall include a provision making them subject to all provisions of this Agreement. Consultant shall also not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to subcontract or take any other action not authorized herein shall be null and void, and any subconsultants, assignees, hypothecates or transferees shall acquire no right or interest by reason of such action.
3.6.6.2 Corona Utility Authority. To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, Consultant has no right to terminate this Agreement, either with or without cause, based upon the existence or non-existence of either or both of the CUA Management Agreements. Therefore, if an applicable CUA Management Agreement expires or terminates for any reason, Consultant shall remain fully obligated to perform under this Agreement with the CUA or another third party contracted by the CUA for the maintenance, management and operation of the applicable utility system.
3.6.7 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.
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All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.
3.6.8 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.9 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.
3.6.10 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.6, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.6.11 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.6.12 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the Term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.13 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.6.14 Attorney’s Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorney’s fees and all other costs of such action.
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3.6.15 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.6.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.6.17 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties.
[SIGNATURES ON NEXT 2 PAGES]
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CITY’S SIGNATURE PAGE FOR
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH EUROFINS EATON ANALYTICAL, LLC.
(CHEMICAL AND BACTERIOLOGICAL LABORATORY WASTEWATER AND POTABLE WATER ANALYSIS – RFP 24-048AT)
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
CITY OF CORONA
By: _________________________
Tom Moody
Director of Utilities
Reviewed By: _________________________
Katie Hockett
Assistant Director of Utilities
Reviewed By: _________________________
Yasmin Lopez
Purchasing Manager
Attest: _________________________
Sylvia Edwards, City Clerk
City of Corona
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CONSULTANT’S SIGNATURE PAGE FOR
CITY OF CORONA
PROFESSIONAL SERVICES AGREEMENT
WITH EUROFINS EATON ANALYTICAL, LLC.
(CHEMICAL AND BACTERIOLOGICAL LABORATORY WASTEWATER AND POTABLE WATER ANALYSIS – RFP 24-048AT)
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
Eurofins Eaton Analytical, LLC.
a Delaware Limited Liability Company
By: _________________________
Camila Gadotti
President
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EXHIBIT “A”
SCOPE OF SERVICES
Potable Water Category:
The scope of work shall include Chemical and Biological Laboratory tests of the analyses and species indicated in the Schedule A- Water Production (Potable Water) category.
All test methods must be approved under 40 CFR part 136, unless, a particular method is expressly requested by the City.
Consultant will be expected to pick up samples collected by Water Production staff at a designated location (Temescal Desalter, 745 Public Safety Way) on a daily basis including holidays. The Successful Consultant shall provide qualified personnel sufficiently trained to transport all samples, in addition to supplying method preferred sample containers with any required preservatives, labels, chain of custody forms upon request, zip lock plastic bags, ice and ice chests for sample transportation. All required sample temperatures and holding times shall be strictly observed in order to maintain the integrity of results.
Consultant shall be responsible for submitting the required analytical results directly to the State Water Resources Control Board (SWRCB) California Laboratory Intake Portal (CLIP), ensuring that all data reporting is on time, correct, and accepted by the SWRCB, and Consultant shall be responsible for electronically transmitting analytical results into the City’s WIMS database via Electronic Data Deliverable (EDD) files, ensuring that all data reporting is on time and correct.
Special detection reports, including but not limited to, at or above MCL chemical test results, preliminary positive bacteriological tests, and other anomalies shall be phoned in and e-mailed to the City as soon as they are known.
Consultant will be expected to be timely with reporting results as will be agreed upon between the City and the Successful Consultant. The City may terminate the agreement if the Successful Consultant fails to meet the required turn-around time.
Consultant’s laboratory shall be located within a one hundred (100) mile driving distance of the City. Consultant is expected to provide a dedicated experienced project manager for all City projects and provide responses to emails and phone calls within one business day. If the primary project manager is unavailable, an equally qualified back-up project manager is expected to be made available. Project manager must communicate unavailability so the City can make necessary adjustments to sampling schedules or projects.
All analyses reports provided by the Successful Consultant shall show the following:
1. Method of analysis
2. Detection and Reporting limits
3. Qualifiers
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The analyses methods specified in the line items in Schedule A – Water Production, and the detection limits per constituent listed in the Attachments “A” and “B” are the testing requirements by the City at this time.
The City reserves the right, under emergency or special circumstances, to place orders with other vendors if the awarded vendor(s) cannot meet the City’s requirements. The City may terminate the purchase order and contract if vendor fails to meet the required delivery time.
Schedule A- WATER PRODUCTION
Perform Chemical & Bacteriological Analysis for Potable Water Quality Samples Perform chemical and bacteriological analysis of potable water samples for the City’s Water Production Division. All potable water samples will be collected and labeled by City staff and shall be picked up and transported by Consultant from the Temescal Desalter located at 745 Public Safety Way, Corona, CA 92878. All analyses shall be conducted in accordance with the Water Production Schedules shown in Attachment B.
1. All sample preservation and analysis shall be conducted in accordance with the specifications in Attachment “A”.
2. Successful Consultant shall provide all ice chests for sample transportation, sample containers with required preservatives, labels, plastic zip lock bags, and any special sampling instructions required for these analyses.
3. Analyses shall be performed in accordance with all Federal, State, County and EPA requirements. Consultant shall be certified by the SWRCB, pursuant to Section 116390, Health and Safety Code for performing contracted analysis; the Consultant must also meet the criteria in section 100825 of the California Health and Safety Code. Consultants must also be certified in NELAP. All subcontractors, if any, to be used during the term of the contract must be identified with their list of qualifications, certification, and representative experience.
4. The results of all analyses shall be reported (three reports required) within a reasonable period of time, not to exceed ten (10) working days except for nitrate and bacteriological test reports which shall follow paragraph (d.) below. The City requires electronic data transfer.
a. Consultant shall (1) submit the required analytical results directly to the SWRCB database in digital, electronic form via EDT ensuring that all data reporting is on time, correct, and accepted by the SWRCB, and (2) electronically transmit via EDD, the analytical results into the City’s WIMS database, ensuring that all data reporting is correctly formatted for download, on time and correct, and (3) an electronically downloadable laboratory report with all required analytical results, detection and reporting limits, field data, QA/QC data, chain of custody, flag legend and folder comments.
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b. Additional electronic J-Flag reporting to the City or SWRCB databases may be required for specific constituents such as lead and copper and PFC’s. c. Exceptions reports including, but not limited to, at or above MCL chemical test results, presumptive positive bacteriological tests, and other anomalies shall be phoned in and e-mailed to the City as soon as they are known. d. Nitrate and Bacteriological Samples will be set up at the lab on the date received by Consultant. Results shall be posted electronically and available to the City within six (6) hours of test completion.
4. Consultant shall not invoice City for any results reported after 30 calendar days from the sample date unless Consultant has requested and received prior written approval from City.
5. EMERGENCY ACTION PLAN. Successful Consultant shall assure its ability to provide water quality testing at 100% availability during the term of the contract. This would include performance at times when other services may be disrupted due to natural or unexpected occurrences. The Successful Consultant shall provide an Emergency Action Plan that will assure this criterion to the satisfaction of the City. This plan should include, but is not limited to, the following features: separate back up communication equipment; principals’ emergency telephone numbers; back up water testing; emergency power; reserve supplies/resources; and on-call, expedient testing during emergency situations.
6. MAXIMUM CONTAMINANT LEVEL (MCL). The Successful Consultant shall notify the City by telephone and e-mail within six (6) hours, Monday through Sunday, after determining that any result exceeds an MCL or requires resampling according to State or Federal standards.
a. Consultant shall review and verify all sample values greater than or equal to 80% of Maximum Contaminate Level, unless past history indicates otherwise, before sending results.
b. Consultant shall notify the City by telephone within six (6) hours after determining that any bacteriological sample is coliform positive. Said sample must be analyzed to determine whether fecal coliform is present. The Consultant shall notify the City by telephone within six (6) hours after determining that any sample is present for fecal coliform.
7. ANALYTICAL QUALITY CONTROL. The Successful Consultant must maintain a formal internal quality assurance program by means of spikes, duplicates, etc., and this program must be maintained for periodic inspection by the City. The successful Consultant must also provide the City with a monthly report on the extent and results of the internal quality control program. The form of the monthly quality control report will be mutually agreed upon by the Successful Consultant and the City.
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All certified value reference samples (ERA, NIST, and ELAP) must be within manufacturer’s published acceptance limits.
a. ACCURACY. From time to time the City may prepare and submit for analysis to the successful Consultant, without prior notification or identification as such, water of previously known composition. Unsatisfactory reports on the composition of such water may be cause for cancellation of this contract by the City. b. PRECISION. From time to time, the City may submit to the Successful Consultant, without prior notification or identification as such, two or more samples of identical composition, or differing in composition by known factor of established volumetric dilution. Unsatisfactory replicated analyses may be cause for cancellation of this contract by the City.
8. RECORDS AND REPORTS. Consultant shall maintain a file of data sheets; data shall be filed alphanumerical under the identifying name of the same as assigned by the City.
9. SAMPLE CONTAINERS. Unused portions of water samples will be retained by Consultant, in the containers in which they were delivered by the City to Consultant, for a minimum period of two (2) weeks following transmittal of report of analysis to the City in case a repeat analysis is required.
10. WARRANTY OF FEE SCHEDULE. The Successful Consultant agrees to provide timely service to the City under the fee schedule set forth in this contract, unless the agreement is terminated as provided herein.
11. CERTIFICATION. Each Consultant shall be certified by the State Water Resources Control Board Environmental Laboratory Accreditation Program (ELAP) and National Environmental Laboratory Accreditation Program (NELAP) and must provide proof of Certification with their Bid as well as maintain the Certification throughout the duration of the agreement. Each Consultant shall also include with their Bid, their most recent drinking water Proficiency Evaluation (PE) results as approved by USEPA. Consultants shall have achieved acceptable identification and qualification rates of 85% or better.
12. SUBCONTRACTORS. Consultant shall not subcontract more than twenty percent (20%) of the total awarded contract. If Consultant utilizes subcontractors, Consultant shall provide, with their Bid, a list of proposed subcontractors and the analyses to be performed by each named subcontractor. All subcontractors used to perform laboratory analyses shall meet all of the same minimum requirements as the prime Consultant.
Consultant shall include, with their bid, each subcontractor’s ELAP and NELAP, and USEPA certifications and most recent drinking water P.E. results as approved by USEPA.
13. ALTERNATE METHODS OF ANALYSIS. If Consultant chooses to propose an alternate method of analysis from that specified, the alternate method shall conform to appropriate regulatory standards. The alternate method shall be clearly indicated for DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
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each line item in Attachment A. By signing the RFP Form, Consultants certify that proposed alternate methods conform to regulatory requirements.
Attachment A
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PTEAM 12.29.2023 31 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
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PTEAM 12.29.2023 32 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
PTEAM 12.29.2023 33 (CITY ATTY: 05-19)
Attachment B
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
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PTEAM 12.29.2023 34 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
\02000.50101\1401461.15
PTEAM 12.29.2023 35 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
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PTEAM 12.29.2023 36 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
PTEAM 12.29.2023 37 (CITY ATTY: 05-19)
Wastewater Category:
The City operates three water reclamation facilities regulated under multiple National Pollutant Discharge Elimination System (NPDES) permits and Waste Discharge Requirements (WDRs) issued by the Santa Ana Regional Water Quality Control Board (RWQCB). The recycled water is continuously monitored to ensure compliance with all state and federal standards. The NPDES permits require a pretreatment program which requires routine monitoring of industrial and commercial discharges to the sewer collection system and a storm water monitoring program. All solids are processed at one of the water reclamation facilities and monitoring of sludge and biosolids pellets is required. The brine pond monitoring WDR requires laboratory samples to be submitted electronically to the State Water Resources Control Board (SWRCB) via the GeoTracker portal.
The scope of work shall include Chemical and Biological Laboratory tests of the analyses and species indicated in Schedule A- Water Reclamation Facilities (Wastewater) category.
All test methods must be approved under 40 CFR part 136, unless, a particular method is expressly requested by the City.
Consultant will be expected to collect samples from the City’s three water reclamation facilities (WRF1, WRF2, and WRF3) on a daily basis including holidays. The Successful Consultant shall provide qualified personnel sufficiently trained to collect and transport all samples, in addition to supplying method preferred sample containers with any required preservatives, labels, chain of custody forms upon request, zip lock plastic bags, ice, and ice chests for sample transportation. All required sample temperatures and holding times shall be strictly observed in order to maintain the integrity of results. A copy of the daily chain of custodies for wastewater samples shall be submitted via email to City staff upon arrival to the laboratory.
Consultant shall be responsible for electronically transmitting analytical results into the City’s WIMS database via Electronic Data Deliverable (EDD), ensuring that all data reporting is on time and correct. Special detection reports, including but not limited to, at or above MCL chemical test results, presumptive positive bacteriological tests, and other anomalies shall be phoned in and emailed to the City as soon as they are known.
Consultant will be expected to be timely with reporting results as will be agreed upon between the City and the Successful Consultant. The City may terminate the agreement if the Successful Consultant fails to meet the required delivery time.
Consultant’s laboratory shall be located within a one hundred (100) mile driving distance of the City. Consultant is expected to provide a dedicated experienced project manager for all City projects and provide responses to emails and phone calls within one business day. If the primary project manager is unavailable, an equally qualified back-up project manager is expected to be made available. Project manager must communicate unavailability so the City can make necessary adjustments to sampling schedules or projects.
All analyses reports provided by the Successful Consultant shall show the following:
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
PTEAM 12.29.2023 38 (CITY ATTY: 05-19)
1. Method of analysis
2. Detection and Reporting limits
3. Qualifiers
The analyses methods specified in the line items in the Attachment A2 Water Reclamation and the detection limits per constituent listed in the Attachment “A2”, are the testing requirements by the City at this time. Should new requirements become necessary, then it is understood that the new tests will be priced at the same relative pricing level for the line items in Attachment A2. The City may terminate the agreement if the Successful Consultant fails to maintain the same relative pricing structure.
The City reserves the right, under emergency or special circumstances, to place orders with other vendors if the awarded vendor(s) cannot meet the City’s requirements. The City may terminate the purchase order and contract if vendor fails to meet the required delivery time.
A- WATER RECLAMATION
Perform Chemical & Bacteriological Analysis of Wastewater Samples Perform chemical and bacteriological analysis of wastewater samples for the City’s Water Reclamation Facilities. All wastewater samples shall be collected and transported by Consultant from each of the water reclamation facilities at designated sample locations in accordance with the Wastewater Sampling Schedules shown in Attachment C. Sampling also requires testing of biosolids and sludge samples.
1. Pick-Up Locations:
a. Water Reclamation Facility #1: 2205 Railroad St
b. Water Reclamation Facility #2: 650 E Harrison
c. Water Reclamation Facility #3: 3997 Temescal Canyon Road
2. All sample preservation and analysis shall be conducted in accordance with the specifications in Attachments “A2” and “B2”.
3. Successful Consultant shall provide all ice chests, sample containers and glassware with preservatives, labels, ice, and plastic zip lock bags in accordance with 40 CFR 136.3, Table II and with any special sampling instructions required for these analyses.
4. Analyses shall be performed in accordance with 40 CFR 136.3, Tables IA, IB, IC, ID, and 1E, and any other California Regional Water Quality Control Board’s designated preferred method, and meet all state and EPA requirements. Consultant shall be certified by the State Water Resources Control Board, pursuant to Section 100825-100920, Health and Safety Code for performing contracted analyses. All subcontractors, if any, to be DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
PTEAM 12.29.2023 39 (CITY ATTY: 05-19)
used during the term of the contract must be identified with their list of qualifications, certification, and representative experience.
5. All analyses shall be completed within the allowable holding times listed in 40 CFR 136.3, Table II, not to exceed ten (10) working days.
6. Consultant shall (1) electronically transmit via EDD, the analytical results into the City’s WIMS database, ensuring that all data reporting is correctly formatted for download, on time and correct, and (2) provide an electronically downloadable laboratory report with all required analytical results, detection and reporting limits, field data, QA/QC data, chain of custody, flag legend and folder comments and (3) submit specified sample results electronically to the SWRCB via the GeoTracker portal. a. Exceptions reports including, but not limited to, presumptive positive bacteriological tests, and other anomalies shall be phoned in and e-mailed to the City as soon as they are known.
b. All analysis reports shall include MDL, RL and PQL (Practical Quantitative Limits) and be reported according to the current NPDES Permit (the one in force at time of analysis) for each facility. Upon award of contract, copies of current permits will be provided to the Successful Consultant.
c. All analysis reports shall state sampler, sample time, sample location, identification, received date, and test date.
7. Sample results less than the reported ML, but greater than or equal to the laboratory’s current Method Detection Limit (MDL), shall be reported as “Detected, but Not Quantified,” or “DNQ.” Method The estimated chemical concentration of the sample shall also be reported.
Consultant shall not invoice City for any results reported after 30 calendar days from the sample date unless Consultant has requested and received prior written approval from City.
8. EMERGENCY ACTION PLAN. Successful Consultant shall assure its ability to provide water quality testing at 100% availability during the term of the contract. This would include performance at times when other services may be disrupted due to natural or unexpected occurrences. The Successful Consultant shall provide an Emergency Action Plan that will assure this criterion to the satisfaction of the City. This plan should include, but is not limited to, the following features: separate back up communication equipment; principals’ emergency telephone numbers; back up water testing; emergency power; reserve supplies/resources; and on-call, expedient testing during emergency situations.
9. ANALYTICAL QUALITY CONTROL. The Successful Consultant must maintain a formal internal quality assurance program by means of spikes, duplicates, etc., and this program must be maintained for periodic inspections by the City. The Successful DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
PTEAM 12.29.2023 40 (CITY ATTY: 05-19)
Consultant must also provide the City with a monthly report on the extent and results of the internal quality control program. The form of the monthly quality control report will be mutually agreed upon by the Consultant and the City. a. ACCURACY. From time to time the City may prepare and submit for analysis to the successful Consultant, without prior notification or identification as such, wastewater of previously known composition. Unsatisfactory reports on the composition of such wastewater may be cause for cancellation of this contract by the City.
b. PRECISION. From time to time, the City may submit to the Successful Consultant, without prior notification or identification as such, two or more samples of identical composition, or differing in composition by known factor of established volumetric dilution. Unsatisfactory replicated analyses may be cause for cancellation of this contract by the City.
10. RECORDS AND REPORTS. Consultant shall maintain a file of data sheets; data shall be filed alphanumerical under the identifying name of the same as assigned by the City.
11. SAMPLE CONTAINERS. Unused portions of wastewater samples shall be retained by Consultant, in containers in which they were picked up by Consultant, for a minimum period of two weeks following transmittal of report of analysis to the City in case a repeat analysis is required.
12. WARRANTY OF FEE SCHEDULE. The Successful Consultant agrees to provide timely service to the City under the fee schedule set forth in this contract, unless the agreement is terminated as provided herein.
13. CERTIFICATION. Each Consultant shall be certified by the State Water Resources Control Board Environmental Laboratory Accreditation Program (ELAP) and National Environmental Laboratory Accreditation Program (NELAP) and must provide proof of Certification with their Bid as well as maintain the Certification throughout the duration of the agreement. Each Consultant shall also include with their bid, their most recent wastewater Proficiency Evaluation (PE) results as approved by USEPA. Consultants shall have achieved acceptable identification and qualification rates of 85% or better.
14. SUBCONTRACTORS. Consultant shall not subcontract more than twenty percent (20%) of the total awarded contract. If Consultant utilizes subcontractors, Consultant shall provide, with their Bid, a list of proposed subcontractors and the analyses to be performed by each named subcontractor. All subcontractors used to perform laboratory analyses shall meet all of the same minimum requirements as the prime Consultant.
Consultant shall include, with their bid, each subcontractor’s ELAP and NELAP and USEPA certifications and most recent wastewater P.E. results as approved by USEPA.
15. ALTERNATE METHODS OF ANALYSIS. If Consultant chooses to propose an alternate method of analysis from that specified, the alternate method shall conform to DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
PTEAM 12.29.2023 41 (CITY ATTY: 05-19)
appropriate regulatory standards. The alternate method shall be clearly indicated for each line item on the Bid Schedule. By signing the RFP Form, Consultants certify that proposed alternate methods conform to regulatory requirements.
Attachment A2
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
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PTEAM 12.29.2023 42 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
\02000.50101\1401461.15
PTEAM 12.29.2023 43 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
\02000.50101\1401461.15
PTEAM 12.29.2023 44 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
PTEAM 12.29.2023 45 (CITY ATTY: 05-19)
Attachment B2
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
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PTEAM 12.29.2023 46 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
\02000.50101\1401461.15
PTEAM 12.29.2023 47 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
\02000.50101\1401461.15
PTEAM 12.29.2023 48 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
\02000.50101\1401461.15
PTEAM 12.29.2023 49 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
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PTEAM 12.29.2023 50 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
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PTEAM 12.29.2023 51 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
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PTEAM 12.29.2023 52 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
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PTEAM 12.29.2023 53 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
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PTEAM 12.29.2023 54 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
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PTEAM 12.29.2023 55 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
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PTEAM 12.29.2023 56 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
PTEAM 12.29.2023 57 (CITY ATTY: 05-19)
EXHIBIT “B”
SCHEDULE OF SERVICES
Consultant shall complete the Services on an as-needed basis and pursuant to the Potable Water Sampling Schedule and Wastewater Sampling Schedule, as provided in each category, and shall meet any other established schedules and deadlines as directed by the City’s Representative within the term of this Agreement.
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD\02000.50101\1401461.15
PTEAM 12.29.2023 58 (CITY ATTY: 05-19)
EXHIBIT “C”
COMPENSATION
Total compensation shall not exceed $944,700.00 unless authorized by the City in writing.
All prices are to be firm fixed for a period of one year with five (5) one-year option renewals through June 30, 2030. Optional renewal periods shall be negotiated prior to the commencement of any additional one-year period. Price adjustments for each option year renewal will be made in accordance with and shall not exceed the percentage of change in the United States Bureau of Labor Statistics Consumer Price Index “All Urban Consumers for Los Angeles-RiversideOrange County, California, (CPI-U), not seasonally adjusted, for the most recent twelve (12) months for which statistics are available. This method of price negotiation shall apply to each extension period exercised.
All unit costs for each line-item price entered include sample containers, preservatives, ice chests, labels, plastic zip lock bags, pickup, delivery, testing, reporting and any ancillary costs required to complete the work. Quantities indicated for pricing for all line items are based on estimations for twelve (12) months requirements. The City does not imply or make any commitment to purchase a specific quantity during the term of the contract and may increase or decrease the estimated number of samples and analyses as necessary.
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
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PTEAM 12.29.2023 59 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
\02000.50101\1401461.15
PTEAM 12.29.2023 60 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
\02000.50101\1401461.15
PTEAM 12.29.2023 61 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8 CA\DD
\02000.50101\1401461.15
PTEAM 12.29.2023 62 (CITY ATTY: 05-19)
DocuSign Envelope ID: BC1BEA1D-EE28-4F2D-8736-F1A654A66EAE DocuSign Envelope ID: 2BE3085A-773F-40FA-B165-F5F8F89C96D8