HomeMy WebLinkAboutEurofins Eaton Analytical LLC Annual Non-Micro Water Testing - Contracted ServicesAGREEMENT FOR CONTRACTED SERVICES
ANNUAL NON -MICRO WATER TESTING
PROJECT # 10953
THIS AGREEMENT FOR CONTRACTED SERVICES is made this 1`t
day of May , 2019, and entered into by and between the City of Meridian, a municipal
corporation organized under the laws of the State of Idaho, hereinafter referred to as
"CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and Eurofins Eaton Analytical,
LLC , hereinafter referred to as "CONTRACTOR", whose business address is 750 Royal
Oaks Dr. Ste. 100, Monrovia, CA 91016.
INTRODUCTION
Whereas, the City has a need for services involving Annual Non -Micro Water
Testing; and
WHEREAS, the Contractor is specially trained, experienced and competent
to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
1. Scope of Work:
1.1 CONTRACTOR shall perform and furnish to the City upon execution of this
Contract and receipt of the City's written notice to proceed, all services and work,
and comply in all respects, as specified in the document titled "Scope of Work" a
copy of which is attached hereto as Exhibit "A" and incorporated herein by this
reference, together with any amendments that may be agreed to in writing by the
parties.
1.2 All documents, drawings and written work product prepared or produced by
the Contractor under this Agreement, including without limitation electronic data
files, are the property of the Contractor; provided, however, the City shall have the
right to reproduce, publish and use all such work, or any part thereof, in any
manner and for any purposes whatsoever and to authorize others to do so. If any
such work is copyrightable, the Contractor may copyright the same, except that, as
to any work which is copyrighted by the Contractor, the City reserves a royalty -free,
non-exclusive, and irrevocable license to reproduce, publish and use such work, or
any part thereof, and to authorize others to do so.
1.3 The Contractor shall provide services and work under this Agreement
consistent with the requirements and standards established by applicable federal,
state and city laws, ordinances, regulations and resolutions. The Contractor
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represents and warrants that it will perform its work in accordance with generally
accepted industry standards and practices for the profession or professions that
are used in performance of this Agreement and that are in effect at the time of
performance of this Agreement. Except for that representation and any
representations made or contained in any proposal submitted by the Contractor
and any reports or opinions prepared or issued as part of the work performed by
the Contractor under this Agreement, Contractor makes no other warranties, either
express or implied, as part of this Agreement.
1 .4 Services and work provided by the Contractor at the City's request under this
Agreement will be performed in a timely manner in accordance with a Schedule of
Work, which the parties hereto shall agree to. The Schedule of Work may be
revised from time to time upon mutual written consent of the parties.
2. Consideration
2.1 The Contractor shall be compensated on a Not-To-Exceed basis as provided
in Exhibit B "Payment Schedule" attached hereto and by reference made a part
hereof for the Not-To-Exceed amount of $247.333.30.
2.2 The Contractor shall provide the City with a project statement and supporting
invoices no more than once per month referencing the prolect name on each chain
of custody, as the work warrants, of fees earned and costs incurred for services
provided during the billing period, which the Citywill paywithin 30 days of receiptof
a correct invoice and approval by the City. The City will not withhold any Federal or
state income taxes or Social Security Tax from any payment made by City to
Contractor under the terms and conditions of this Agreement. Payment of all taxes
and other assessments on such sums is the sole responsibility of Contractor.
2.3 Except as expressly provided in this Agreement, Contractor shall not be
entitled to receive from the City any additional consideration, compensation, salary,
wages, or other type of remuneration for services rendered under this Agreement
including, but not limited to, meals, lodging, transportation, drawings, renderings or
mockups. Specifically, Contractor shall not be entitled by virtue of this Agreement
to consideration in the form of overtime, health insurance benefits, retirement
benefits, paid holidays or other paid leaves of absence of any type or kind
whatsoever.
3. Funding:
Funding for this project will be split between five (5) fiscal years, 2019 (May 2019
- Sept. 30,2019) $23,333.30;2020 (Oct.1 ,2019 - Sept. 30,2020) $56,000.00;
2021 (Oct.1 , 2020 - Sept. 30, 2021) $56,000.00; 2022 (Oct.1 , 2021 - Sept. 30,
2022) $56,000.00;2023 (Oct. 1 ,2022 - Sept. 30,2023) $56,000.00. The
amounts beyond the 2019 fiscal year have not yet been appropriated by the City.
Contractor may NOT expend more than the amount specified and approved for a
specific fiscal year. Any and all additional expenditures beyond the current fiscal
year MUST be approved by City Council and memorialized by a written
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amendment or change order to this Agreement. Agreement is contingent upon
budget approval for each fiscal year.
4. Term
4.1 This agreement shall become effective upon execution by both parties, and
shall expire upon (a) completion of the agreed upon work, (b) september 30,2023
or unless sooner terminated as provided in Sections 3.2, 3.3, and Section 4 below
or unless some other method or time of termination is listed in Exhibit A.
4.2 Should Contractor default in the performance of this Agreement or materially
breach any of its provisions, City, at City's option, may terminate this Agreement by
giving written notification to Contractor.
4.3 Should City fail to pay Contractor all or any part of the compensation set forth
in Exhibit B of this Agreement on the date due, Contractor, at the Contractor's
option, may terminate this Agreement if the failure is not remedied by the City
within thirty (30) days from the date payment is due.
5. Termination:
5.1 lf, through anycause, CONTRACTOR, itsofficers, employees, oragentsfails
to fulfill in a timely and proper manner its obligations under this Agreement, violates
any of the covenants, agreements, or stipulations of this Agreement, falsifies any
record or document required to be prepared under this agreement, engages in
fraud, dishonesty, or any other act of misconduct in the performance of this
contract, or if the City Council determines that termination of this Agreement is in
the best interest of CITY, the CITY shall thereupon have the right to terminate this
Agreement by giving written notice to CONTRACTOR of such termination and
specifying the effective date thereof at least fifteen (15) days before the effective
date of such termination. CONTRACTOR may terminate this agreement at any
time by giving at least sixty (60) days notice to CITY.
ln the event of any termination of this Agreement, all finished or unfinished
documents, data, and reports prepared by CoNTRACTOR under this Agreement
shall, at the option of the CITY, become its property, and CoNTRACTOR shall be
entitled to receive just and equitable compensation for any work satisfactorily
complete hereunder.
5.2 Notwithstanding the above, CONTRACTOR shall not be relieved of liability to
the CITY for damages sustained by the CITY by virtue of any breach of this
Agreement by CoNTRACTOR, and the clrY may withhotd any payments to
CONTRACTOR for the purposes of set-off until such time as the exact amount of
damages due the CITY from CONTRACTOR is determined. This provision shall
survive the termination of this agreement and shall not relieve CONTRACTOR of
its liability to the CITY for damages.
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6. lndependent Contractor:
6.1 ln all matters pertaining to this agreement, CONTRACTOR shall be acting as
an independent contractor, and neither CONTRACTOR nor any officer, employee
or agent of CONTRACTOR will be deemed an employee of CITY. Except as
expressly provided in Exhibit A, Contractor has no authority or responsibility to
exercise any rights or power vested in the City and therefore has no authority to
bind or incur any obligation on behalf of the City. The selection and designation of
the personnel of the CITY in the performance of this agreement shall be made by
the CITY.
6.2 Contractor, its agents, officers, and employees are and at all times during the
term of this Agreement shall represent and conduct themselves as independent
contractors and not as employees of the City.
6.3 Contractor shall determine the method, details and means of performing the
work and services to be provided by Contractor under this Agreement. Contractor
shall be responsible to City only for the requirements and results specified in this
Agreement and, except as expressly provided in this Agreement, shall not be
subjected to City's control with respect to the physical action or activities of
Contractor in fulfillment of this Agreement. lf in the performance of this Agreement
any third persons are employed by Contractor, such persons shall be entirely and
exclusively under the direction and supervision and control of the Contractor.
7. Removal of Unsatisfactory Employees:
The Contractor shall only furnish employees who are competent and skilled for work
under this contract. lf, in the opinion of the City, an employee of the Contractor is
incompetent or disorderly, refuses to perform in accordance with the terms and
conditions of the contract, threatens or uses abusive language while on City
property, or is otherwise unsatisfactory, that employee shall be removed from all
work under this contract.
8. lndemnification and lnsurance
8.1 CONTRACTOR shall indemnify and save and hold harmless CITY and it's
elected officials, officers, employees, agents, and volunteers from and for any and
all losses, claims, actions, judgments for damages, or injury to persons or property
and losses and expenses and other costs including litigation costs and attorney's
fees, arising out of, resulting from, or in connection with the performance of this
Agreement by the CONTRACTOR, its servants, agents, officers, employees,
guests, and business invitees, and not caused by or arising out of the tortious
conduct of CITY or its employees. CONTRACTOR shall maintain. and specificallv
aqrees that it will maintain, throuqhout the term of this Aqreement. liability
insurance, in which the CITY shall be named an additional insured in the minimum
amounts as follow: General Liability One Million Dollars ($1,000,000) per incident
or occurrence, Automobile Liability lnsurance One Million Dollars ($1,000,000) per
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Meridian City Council Meeting Agenda May 14, 2019 – Page 69 of 231
incident or occurrence and Workers' Compensation lnsurance, in the statutory
limits as required by law. The limits of insurance shall not be deemed a limitation
of the covenants to indemnify and save and hold harmless CITY; and if CITY
becomes liable for an amount in excess of the insurance limits, herein provided,
CONTRACTOR covenants and agrees to indemnify and save and hold harmless
CITY from and for all such losses, claims, actions, or judgments for damages or
injury to persons or property and other costs, including litigation costs and
attorneys'fees, arising out of, resulting from, or in connection with the performance
of this Agreement by the Contractor or Contractor's officers, employs, agents,
representatives or subcontractors and resulting in or attributable to personal injury,
death, or damage or destruction to tangible or intangible property, including use of.
CONTRACTOR shall provide CITY with a Certificate of lnsurance, or other proof
of insurance evidencing CONTRACTOR'S compliance with the requirements of this
paragraph and file such proof of insurance with the CITY at least ten (10) days
prior to the date Contractor begins performance of it's obligations under this
Agreement. ln the event the insurance minimums are changed, CONTRACTOR
shall immediately submit proof of compliance with the changed limits. Evidence of
all insurance shall be submitted to the City Purchasing Agent with a copy to
Meridian City Accounting, 33 East Broadway Avenue, Meridian, ldaho 83642.
8.2 lnsurance is to be placed with an ldaho admitted insurer with a Best's rating
of no less than A-.
8.3 Any deductibles, self-insured retention, or named insureds must be declared
in writing and approved by the City. At the option of the City, either: the insurer
shall reduce or eliminate such deductibles, self-insured retentions or named
insureds; or the Contractor shall provide a bond, cash or letter of credit
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
8.4 To the extent of the indemnity in this contract, Contractor's lnsurance
coverage shall be primary insurance regarding the City's elected officers, officials,
employees and volunteers. Any insurance orself-insurance maintained bythe City
or the City's elected officers, officials, employees and volunteers shall be excess of
the Contractor's insurance and shall not contribute with Contractor's insurance
except as to the extent of City's negligence.
8.5 The Contractor's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
8.6 All insurance coverages for subcontractors shall be subject to all of the
insurance and indemnity requirements stated herein.
8.7 The limits of insurance described herein shall not limit the liability of the
Co ntracto r a nd Contractot's agents, representatives, em ployees or su bcontractors.
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9. Time is of the Essence:
The parties hereto acknowledge and agree that time is strictly of the essence with
respect to each and every term, condition and provision hereof, and that the failure
to timely perform any of the obligations hereunder shall constitute a breach of, and
a default under, this Agreement by the party so failing to perform.
10. Warranty:
All services and equipment provided under this agreement shall be warranted for 2
years from the date of the City of Meridian acceptance and any modifications, which
by this reference are made a part hereof.
All items found to be defective during a warranty inspection and subsequently
corrected will require an additional two (2) year warranty from the date of City's
acceptance of the corrected work.
11. Changes:
The clrY may, from time to time, request changes in the scope of work to be
performed hereunder. Such changes, including any increase or decrease in the
amount of CONTRACTOR'S compensation, which are mutually agreed upon by and
between the CITY and CONTRACTOR, shall be incorporated in written
amendments which shall be executed with the same formalities as this Agreement.
12. Taxes:
The City of Meridian is exempt from Federal and State taxes and will execute the
required exemption certificates for items purchased and used by the City. ltems
purchased by the City and used by a contractor are subject to Use Tax. All other
taxes are the responsibility of the Contractor and are to be included in the
Contractor's Bid pricing.
13. Reports and lnformation:
13.1 At such times and in such forms as the CITY may require, there shall be
furnished to the CITY such statements, records, reports, data and information as
the clrY may request pertaining to matters covered by this Agreement.
13.2 Contractor shall maintain all writings, documents and records prepared or
compiled in connection with the performance of this Agreement for a minimum of
four (4) years from the termination or completion of this or Agreement. This
includes any handwriting, typewriting, printing, photo static, photographicand every
other means of recording upon any tangible thing, any form of communication or
representation including letters, words, pictures, sounds or symbols or any
combination thereof.
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14. Audits and lnspections
At any time during normal business hours and as often as the CITY may deem
necessary, there shall be made available to the CITY for examination all of
CONTRACTOR'S records with respect to all matters covered by this Agreement.
CONTRACTOR shall permit the CITY to audit, examine, and make excerpts or
transcripts from such records, and to make audits of all contracts, invoices,
materials, payrolls, records of personnel, conditions of employment and other data
relating to all matters covered by this Agreement.
15. Publication, Reproduction and Use of Material
No material produced in whole or in part under this Agreement shall be subject to
copyright in the United States or in any other country. The CITY shall have
unrestricted authority to publish, disclose and othenrvise use, in whole or in part, any
reports, data or other materials prepared under this Agreement.
16. Equal Employment Opportunity:
ln performing the work herein, Contractor agrees to comply with the provisions of
Title Vl and Vll of the Civil Rights Act, Revenue Sharing Act Title 31, U.S. Code
Section 2176. Specifically, the Contractor agrees not to discriminate against any
employee or applicant for employment because of race, color, religion, sex, national
origin, age, political affiliation, marital status, or handicap. Contractor will take
affirmative action during employment or training to insure that employees are
treated without regard to race, color, religion, sex, national origin, age, political
affiliation, marital status, or handicap. ln performing the Work required herein,
CONTRACTOR shall not unlawfully discriminate in violation of anyfederal, state or
local law, rule or regulation against any person on the basis of race, color, religion,
sex, national origin or ancestry, age or disability.
17. Advice of Attorney:
Each party warrants and represents that in executing this Agreement. lt has
received independent legal advice from its attorney's or the opportunity to seek such
advice.
18. Attorney Fees:
Should any litigation be commenced between the parties hereto concerning this
Agreement, the prevailing party shall be entitled, in addition to any other relief as
may be granted, to court costs and reasonable attorneys'fees as determined by a
Court of competent jurisdiction. This provision shall be deemed to be a separate
contract between the parties and shall survive any default, termination or forfeiture
of this Agreement.
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19. ConstructionandSeverability:
lf any part of this Agreement is held to be invalid or unenforceable, such holding will
not affect the validity or enforceability of any other part of this Agreement so long as
the remainder of the Agreement is reasonably capable of completion.
20. Waiver of Default:
Waiver of default by either party to this Agreement shall not be deemed to be waiver
of any subsequent default. Waiver or breach of any provision of this Agreement
shall not be deemed to be a waiver of any other or subsequent breach, and shall
not be construed to be a modification of the terms of this Agreement unless this
Agreement is modified as provided above.
21. Entire Agreement:
This Agreement contains the entire agreement of the parties and supersedes any
and all other agreements or understandings, oral of written, whether previous to the
execution hereof or contemporaneous herewith.
22. Assignment:
It is expressly agreed and understood by the parties hereto, that CONTRACTOR
shall not have the right to assign, transfer, hypothecate or sell any of its rights under
this Agreement except upon the prior express written consent of CITY.
23. Payment Request:
Payment requests shall be submitted to City of Meridian Accounts Payable via
email: accountspayable@meridiancity.org. The Project Manager will compare the
invoice against the chain of custody for compliance. Upon approval that the work
has been done and is in compliance with the Agreement, the Project Manager will
approve the pay request for processing. City of Meridian payment terms are Net 30
from the date City receives a correct invoice
24. Order of Precedence:
The order or precedence shall be the contract agreement, the lnvitation for Bid
document, then the winning bidders submitted bid document.
25. Compliance with Laws
ln performing the scope of work required hereunder, CONTRACTOR shallcomply
with all applicable laws, ordinances, and codes of Federal, State, and local
governments.
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Meridian City Council Meeting Agenda May 14, 2019 – Page 73 of 231
26. Applicable Law:
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Idaho, and the ordinances of the City of Meridian.
27. Notices:
Any and all notices required to be given by either of the parties hereto, unless
otherwise stated in this agreement, shall be in writing and be deemed
communicated when mailed in the United States mail, certified, return receipt
requested, addressed as follows:
CITY CONTRACTOR
City of Meridian EUROFINS EATON ANALYTICAL, LLC
Purchasing Manager Attn: Bosco Ramirez
33 E Broadway Ave 750 Royal Oaks Dr. Ste. 100
Meridian, ID 83642 Monrovia, CA 91016
208-489-0417 Phone: 626-386-1100
Email: BoscoRamirez@EurofinsUS.com
Either party may change their address for the purpose of this paragraph by giving
written notice of such change to the other in the manner herein provided.
28. Approval Required:
This Agreement shall not become effective or binding until approved by the City of
Meridian.
CITY OF MERIDIAN
BY:
TAMMY de'W ERD, MAYOR
Dated: 'S-1q-2d1q
Approved by Council: 5-14 -
Attest:
CITY CLERK
Chris J
U
z
EUROFINS EATON ANALYTICAL, LLC
BY: /z',�
Bosco.Rarnirez, President
Dated: 02 -APR -2019
AUGV�
7
ANNUAL NON -MICRO WATER TESTING page 9 of 13
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Purchasing
KEITH Pu
Dated 5 1.t1
Project Manager
Josh Gabel
ANNUAL NON.MICRO WATER TESTING
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De
DENNIS TELLER, Water uperintendent
Dated L(- Zr.-r-ra,
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Meridian City Council Meeting Agenda May 14, 2019 – Page 75 of 231
EXHIBIT A
SCOPE OF WORK
REFER TO REQUEST FOR QUALIFICATIONS # WTR.1910.10953
ALL ADDENDUMS, ATTACHMENTS, AND EXHIBITS included in the
Request for Qualifications Package # WTR-1910-10953, are by this
reference made a part hereof.
SPECIFICATIONS / SCOPE OF WORK
Laboratory Qualifications - General Testing
Item description listed in Exhibit C (attached). Services / Testing includes, but is not
limited to:
. Disinfection By-Products. lnorganics. Organics. Radiologicals. Sample Management
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Meridian City Council Meeting Agenda May 14, 2019 – Page 76 of 231
A
Exhibit B
MILESTONE / PAYMENT SCHEDULE
Total and complete compensation for this Agreement shall not exceed
$280,000.00 for complete term of agreement to start on date of execution
through September 30, 2023.
Contract includes furnishing all labor, materials, equipment, and incidentals as required
for the ANNUAL NON-MICRO WATER TESTING per RFQ WTR-1910-10953
NOT TO EXCEED CONTRACT TOTAL..$azjru.3o
is a not to exceed amount. Line item pricing below will be used for invoice verification
and any additional increases or decreases in work requested by city. The Gity will pay the
contractor based on actual quantities of each item of work in accordance with the contract
documents.
Contract
DISIN FECTION BY.PRODUCTS
Item No.Description Unit Extended Price
1
Annual Non-Micro Water Testing Services
(Pricing List attached)LS $ 247,333.30
TOTAL NOT-TO-EXCEED $247,333.30
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PRICING SCHEDULE
Contract Pricing Schedule
Meridian City Council Meeting Agenda May 14, 2019 – Page 77 of 231
Exhibit C
Fiscal Year Compensation Schedule
Year 1
(contract execution date
- 9/30/19)
Annual Non-Micro
Water Testinq Services $23.333.30
Year 2
(101 1 12019 - 913012020\
Annual Non-Micro
Water Testinq Services $56,000.00
Year 3
(1 0 I 1 12020 - I I 30 /2021 \
Annual Non-lvlicro
Water Testinq Services $56,000.00
Year 4
( 1 0 I 1 t2021 - I I 30 I 2022)
Annual Non-Micro
Water Testinq Services $56,000.00
Year 5
( 1 0 I 1 12022 - 9130 12023\
Annual Non-Micro
Water Testing Services $56,000.00
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City Of Meridian
Detailed Statement of Revenues and Expenditures - Rev and Exp Report - Sandra
60 - Enterprise Fund
3430 - Water - Production
From 10/1/2018 Through 9/30/2019
Amendments
Budget with
Actual
Current Year
Remaining
Budget
Remaining
Budget
Percent of
OPERATING COSTS
55700 Water Testing
125,237.04 0.00 125,237.04 100.00%
0000 NON-DEPARTMENTAL 0.00 25,573.85 (25,573.85)0.00%
10470.a UCMR4 Sampling 0.00 21,924.00 (21,924.00)0.00%
10953 Water Sampling Micro FY19 0.00 1,106.24 (1,106.24)0.00%
10953.a Water Sampling Other FY19 0.00 188.00 (188.00)0.00%
10971 Microbiological Sampling 0.00 19,961.20 (19,961.20)0.00%
11020 UCMR4 Sampling 0.00 62.10 (62.10)0.00%
11028 Well 20b Assessment 0.00 2,748.00 (2,748.00)0.00%
Total OPERATING COSTS 125,237.04 71,563.39 53,673.65 42.86%
TOTAL EXPENDITURES 125,237.04 71,563.39 53,673.65 42.86%
Date: 4/30/19 09:28:37 AM Page: 1Meridian City Council Meeting Agenda May 14, 2019 – Page 79 of 231