CONTRACT 7180 Professional Services AgreementAgreement No. 7180
Agreement No.
CID PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
BABCOCK LABORATORIES, INC.
This AGREEMENT is entered into this 16th day of December, 2024, by and
between the CITY OF EL SEGUNDO, a municipal corporation and general law city
("CITY"), and BABCOCK LABORATORIES, INC., CALIFORNIA CORPORATION
("CONSULTANT").
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed
in the SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by
the terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not
to exceed seven -thousand, three hundred sixty dollars ($7,360.00) for
CONSULTANT's services. CITY may modify this amount as set forth
below. Unless otherwise specified by written amendment to this
Agreement, CITY will pay this sum as specified in the attached Exhibit "A,"
which is incorporated by reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "A,"
which is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies
and materials, equipment, printing, vehicles, transportation, office space
and facilities, and all tests, testing and analyses, calculation, and all other
means whatsoever, except as herein otherwise expressly specified to be
furnished by CITY, necessary or proper to perform and complete the work
and provide the professional services required of CONSULTANT by this
Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at
the time of performance utilized by persons engaged in providing similar services. CITY
will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of
any deficiencies and CONSULTANT will have fifteen (15) days after such notification to
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Agreement No.
cure any shortcomings to CITY's satisfaction. Costs associated with curing the
deficiencies will be borne by CONSULTANT.
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in
Exhibit "A") the tasks performed, the percentage of the task completed during the billing
period, the cumulative percentage completed for each task, the total cost of that work
during the preceding billing month and a cumulative cash flow curve showing projected
and actual expenditures versus time to date.
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an available, unexhausted
and unencumbered appropriation of the CITY. In the event the CITY has not
appropriated sufficient funds for payment of CONSULTANT services beyond the current
fiscal year, this Agreement will cover only those costs incurred up to the conclusion of
the current fiscal year.
6. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
Carefully investigated and considered the scope of services to be
performed;
Carefully considered how the services should be performed; and
iii.. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully
acquainted with the conditions there existing, before commencing the
services hereunder. Should CONSULTANT discover any latent or
unknown conditions that may materially affect the performance of the
services, CONSULTANT will immediately inform CITY of such fact and will
not proceed except at CONSULTANT's own risk until written instructions
are received from CITY.
7. TERM. The term of this Agreement will be from January 1, 2025, to December 31,
2025. Unless otherwise determined by written amendment between the parties, this
Agreement will terminate in the following instances:
A. Completion of the work specified in Exhibit "A";
B. Termination as stated in Section 15.
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8. TIME FOR PERFORMANCE,
A. CONSULTANT will not perform any work under this Agreement until;
i, CONSULTANT furnishes proof of insurance as required under
Section 22 of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving
written authorization to proceed, any such professional services are at
CONSULTANT's own risk.
9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the
contracted services. If delay occurs, CONSULTANT must notify the Manager within
forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how
such delay interferes with the Agreement's schedule. The Manager will extend the
completion time, when appropriate, for the completion of the contracted services.
10.CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below:
A. Exhibit A: SCOPE OF WORK; and
B. Exhibit B: ANALYTICAL SERVICES QUOTATION
11. CHANGES. CITY may order changes in the services within the general scope of
this Agreement, consisting of additions, deletions, or other revisions, and the contract
sum and the contract time will be adjusted accordingly. All such changes must be
authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY
resulting from changes in the services will be determined in accordance with written
agreement between the parties.
12.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and
certificates that may be required in connection with the performance of services under
this Agreement.
14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared
by CONSULTANT under this Agreement will not be construed to operate as a waiver of
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any rights CITY may have under this Agreement or of any cause of action arising from
CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant,
or condition contained in this Agreement will not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant, or condition contained in
this Agreement, whether of the same or different character.
15. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any
time with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY's
mutual consent. Notice will be in writing at least thirty (30) days before the
effective termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately
cease performance under this Agreement unless otherwise provided in the
termination notice. Except as otherwise provided in the termination notice,
any additional work performed by CONSULTANT after receiving a
termination notice will be performed at CONSULTANT" own cost; CITY
will not be obligated to compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data,
studies, surveys, drawings, maps, reports and other materials prepared by
CONSULTANT will, at CITY's option, become CITY's property, and
CONSULTANT will receive just and equitable compensation for any work
satisfactorily completed up to the effective date of notice of termination,
not to exceed the total costs under Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
F, By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this
Section.
16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps,
models, photographs and reports prepared by CONSULTANT under this Agreement are
CITY's property. CONSULTANT may retain copies of said documents and materials as
desired, but will deliver all original materials to CITY upon CITY's written notice. CITY
agrees that use of CONSULTANT's completed work product, for purposes other than
identified in this Agreement, or use of incomplete work product, is at CITY's own risk.
17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art
work, prepared pursuant to this Agreement, will be released by CONSULTANT to any
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other person or public CITY without CITY's prior written
including graphic display information to be published in
be approved and distributed solely by CITY, unless
agreement between the parties.
18.INDEMNIFICATION.
A. CONSULTANT agrees to the following:
approval. All press releases,
newspapers or magazines, will
otherwise provided by written
L Indemnification for Professional Services. CONSULTANT will
save harmless and indemnify and at CITY's request reimburse
defense costs for CITY and all its officers, volunteers,
employees and representatives from and against any and all
suits, actions, or claims, of any character whatever, brought
for, or on account of, any injuries or damages sustained by
any person or property resulting or arising from any negligent
or wrongful act, error or omission by CONSULTANT or any of
CONSULTANT's officers, agents, employees, or
representatives, in the performance of this Agreement.
ii. Indemnification for other Damages. CONSULTANT indemnifies
and holds CITY harmless from and against any claim, action,
damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its
performance. Should CITY be named in any suit, or should
any claim be brought against it by suit or otherwise, whether
the same be groundless or not, arising out of this Agreement,
or its performance, CONSULTANT will defend CITY (at CITY's
request and with counsel satisfactory to CITY) and will
indemnify CITY for any judgment rendered against it or any
sums paid out in settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 222, and any
approval of said insurance by CITY, are not intended to and will not in any
manner limit or qualify the liabilities and obligations otherwise assumed by
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning indemnification.
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19.ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without
CITY's written approval are prohibited and will be null and void.
20.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work
and the manner in which is it performed. CONSULTANT will be free to contract for
similar service to be performed for other employers while under contract with CITY.
CONSULTANT is not an agent or employee of CITY and is not entitled to participate in
any pension plan, insurance, bonus or similar benefits CITY provides for its employees.
Any provision in this Agreement that may appear to give CITY the right to direct
CONSULTANT as to the details of doing the work or to exercise a measure of control
over the work means that CONSULTANT will follow the direction of the CITY as to end
results of the work only.
21.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free
access at all reasonable times to such records, and the right to examine and audit the
same and to make transcript therefrom, and to inspect all program data, documents,
proceedings and activities. CONSULTANT will retain such financial and program
service records for at least three (3) years after termination or final payment under this
Agreement.
22.INSURANCE,
A, Before commencing performance under this Agreement, and at all other
times this Agreement is effective, CONSULTANT will procure and
maintain the following types of insurance with coverage limits complying,
at a minimum, with the limits set forth below:
V"+
Commercial general liability:
Professional Liability
Business automobile liability
Workers compensation
Limits
$1,000,000
$1,000,000
$1,000,000
Statutory requirement
B, Commercial general liability insurance will meet or exceed the
requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of
insurance set forth above will be a combined single limit per occurrence
for bodily injury, personal injury, and property damage for the policy
coverage. Liability policies will be endorsed to name CITY, its officials,
and employees as "additional insureds" under said insurance coverage
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and to state that such insurance will be deemed "primary" such that any
other insurance that may be carried by CITY will be excess thereto. Such
endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or
equivalent. Such insurance will be on an "occurrence," not a "claims
made," basis and will not be cancelable or subject to reduction except
upon thirty (30) days prior written notice to CITY.
C. Professional liability coverage will be on an "occurrence basis" if such
coverage is available, or on a "claims made" basis if not available. When
coverage is provided on a "claims made basis," CONSULTANT will
continue to renew the insurance for a period of three (3) years after this
Agreement expires or is terminated. Such insurance will have the same
coverage and limits as the policy that was in effect during the term of this
Agreement, and will cover CONSULTANT for all claims made by CITY
arising out of any errors or omissions of CONSULTANT, or its officers,
employees or agents during the time this Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form
CA 00 01 06 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this
Agreement and such other evidence of insurance or copies of policies as
may be reasonably required by CITY from time to time. Insurance must
be placed with insurers with a current A.M. Best Company Rating
equivalent to at least a Rating of "A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the
insurance required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from
payments due to CONSULTANT under this Agreement or terminate
pursuant to Section 15.
23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such
approval must approve of the proposed consultant and the terms of compensation.
24.INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative
description of progress during the past month for each major task, a description of the
work remaining and a description of the work to be done before the next schedule
update.
25. NOTICES. All communications to either party by the other party will be deemed
made when received by such party at its respective name and address as follows:
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Agreement No. 7180
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If to CONSULTANT:
Attention: Cathleen S. lijima
Babcock Laboratories, Inc.
6100 Quail Valley Ct.
Riverside, CA 92507
(951) 653-3351
ciijima@babcocklabs.com
Any such written communications
received by the addressee upon
prepaid and properly addressed a
If to CITY:
Attention: Jesse Pedroza
City of El Segundo
400 Lomita St.
El Segundo, CA 90245
(310) 524-2744
jpedroza@elsegundo.org
s
26. PROHIBITED USE OF ARTIFICIAL INTELLIGENCE.
A. Restriction on Artificial Intelligence Usage. CONSULTANT must not
utilize, employ, or incorporate any form artificial intelligence, machine
learning, or other similar technologies (collectively, "AI") in the provision of
professional services in this Agreement without CITY's express written
consent.
B. Exclusions. The Al prohibition set forth directly above will not apply to
general business tools and software that may have Al components but are
not directly involved in the execution or delivery of professional services
that this Agreement covers, provided that such tools and software do not
significantly impact the quality or nature of such services.
C. Notification. CONSULTANT must promptly notify CITY, in writing, of any
proposal to employ Al in connection its provision of services to the CITY
under this Agreement. CITY will have the sole discretion to grant or deny
such proposal.
27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
28.SOLICITATION. CONSULTANT maintains and warrants that it has not employed
nor retained any company or person, other than CONSULTANT's bona fide employee,
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 CONSULTANT's bona
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Agreement No.
fide employee, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Agreement.
Should CONSULTANT breach or violate this warranty, CITY may rescind this
Agreement without liability.
29.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of
any other party. There will be no incidental or other beneficiaries of any of
CONSULTANT's or CITY's obligations under this Agreement.
30.INTERPRETATION. This Agreement was drafted in, and will be construed in
accordance with the laws of the State of California, and exclusive venue for any action
involving this agreement will be in Los Angeles County.
31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
32. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. This Agreement will bind and inure to
the benefit of the parties to this Agreement and any subsequent successors and
assigns.
33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review
this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as
a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or
against either Party.
34. SEVERABILITY. If any portion of this Agreement is declared by a court of
competent jurisdiction to be invalid or unenforceable, then such portion will be deemed
modified to the extent necessary in the opinion of the court to render such portion
enforceable and, as so modified, such portion and the balance of this Agreement will
continue in full force and effect.
35. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment. CITY's executive manager, or designee, may execute
any such amendment on behalf of CITY.
36. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. This Agreement may be
executed by the Parties on any number of separate counterparts, and all such
counterparts so executed constitute one Agreement binding on all the Parties
notwithstanding that all the Parties are not signatories to the same counterpart. In
accordance with Government Code § 16.5, the Parties agree that this Agreement,
Agreements ancillary to this Agreement, and related documents to be entered into in
connection with this Agreement will be considered signed when the signature of a party
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Agreement No.
is delivered by electronic transmission. Such electronic signature will be treated in all
respects as having the same effect as an original signature. CONSULTANT warrants
that its signatory (or signatories, as applicable) to this Agreement has the legal authority
to enter this Agreement and bind CONSULTANT accordingly.
37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
38.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
39. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,
flood, explosion, acts of terrorism, war, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the Agreement will immediately terminate without obligation of either party
to the other.
40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness
and capacity to perform the Agreement in a manner satisfactory to CITY.
CONSULTANT represents that its financial resources, surety and insurance experience,
service experience, completion ability, personnel, current workload, experience in
dealing with private consultants, and experience in dealing with public agencies all
suggest that CONSULTANT is capable of performing the proposed contract and has a
demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY.
[Signatures on next page]
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Agreement No. 7180
Agreement No.
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUN1 O
Elias Sass °on, .
Public Works Director
ATTE T.
.I
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, City Attorney
M
BABCOCK LABORATORIES, INC.
Name: TiYany Comez
Title: Chief Executive Officer
Taxpayer ID No. 95-3322811
JoaquifVazquez, Assistant City Attorney
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Agreement No. 7180
EXHIBIT A
SCOPE OF WORK:
Agreement No.
Babcock Laboratories Inc. will complete the City of El Segundo's analysis and data
reporting to the U.S. EPA, as required by the U.S. EPA program known as the fifth cycle
of the Unregulated Contaminant Monitoring Rule 5, or UCMR 5.
The U.S. EPA requires analytical labs to be directly approved and certified through the
program to complete analysis. Babcock Laboratories Inc. holds EPA approval for all
UCMR 5 methods. A Babcock lab technician will observe only the first collection of
samples taken by a designated City Water employee. The designated City Water
employee will then collect all future samples on the mutually agreed upon dates and
times. Per the UCMR 5 requirements, sampling locations are entry points to the drinking
water distribution system, as well as Distribution System Maximum Residence Time
locations, or DSMRTs. Sampling events occur under a specific schedule and are to
occur within the following months: March 2025, June 2025, September 2025, and
December 2025.
Upon receipt of samples, Babcock Laboratories will complete all analyses according to
all UCMR 5 requirements and upload the data into the U.S. EPA's Central Data
Exchange system, or CDX. A report of all results will also be provided to the City.
The U.S. EPA requires the collection of this data from public water systems across the
U.S. Data is used in consideration of potential future drinking water rules, mandates,
and regulations. This program operates independently of any State or Local regulatory
requirements.
Babcock Laboratories Inc. is one of only 3 EPA -approved laboratories in California.
Babcock is the only laboratory within reasonable driving distance from the City of El
Segundo.
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Agreement No. 7180
ESB�
BABCOCK Laboratories, Inc.
The St[llldod Evicebw(,,rjOva 100 E!u''u."1S
ISO/IEC 17025 #3232.01 NELAP #4035-001 ELAP #2698
6100 Quail Valley Court Riverside, CA 92507-0704
P.O. Box 432 Riverside, CA 92502-0432
PH (951) 653-3351 FAX (951) 653-1662
www.babcocklabs.com
City of El Segundo Water Department
Quote #: 024-361
Analytical Services Quotation
Priscilla Colindres Printed: 12/16/2024
City of El Segundo Water Department Effective: 12/16/2024
350 Main Steet Expires: 11/28/2025
El Segundo, CA 90245
UCMR 5 2025
Pricing Summary
Parameter
Method
Quantity
TAT (days)
Unit Price
Extended Price
Water
EPA 533 Extract Only
EPA 533
0
10
$150.00
$0.00
EPA 533-Per/Polyfluorinated Alkyl
EPA 533
8
15
$300.00
$2,400.00
Substances UCMR5
EPA 537- UCMR5 Extract and Hold
EPA 537
0
15
$125.00
$0.00
EPA 537-Per/Polyfluorinated Alkyl
EPA 537
8
15
$250.00
$2,000.00
Substances UCMR5
Hourly Field Sample Collection Charge
none
4
10
$700.00
$2,800.00
Lithium by ICP UCMR5
EPA200.7
4
15
$40.00
$160.00
Bid Total:
$7,360.00
Cathleen S. lijima
Client Relations Manager
Client Initial: Page 1 of 5
Agreement No. 7180
ISO/IEC 17025 #3232.01 NELAP #4035-001 ELAP #2698
6100 Quail Valley Court Riverside, CA 92507-0704
@1 @1 @ P.O. Box 432 Riverside, CA 92502-0432
PH (951) 653-3351 FAX (951) 653-1662
www.babcocklabs.com
BABCOCK Laboratories, Inc. City of El Segundo Water Department
711t qj Evellent, ,fi,, Ovir'i 100 h'1011. Quote #: 024-361
Analytical Services Quotation
Babcock Laboratories, Inc.
Terms & Conditions
COMPANY INFORMATION
Babcock Laboratories, Inc. (or Babcock Labs) is located at 6100 Quail Valley Court, Riverside CA, 92507. Additional Company
information can be found at www.babcocklabs.com.
AGREEMENT
This Agreement sets forth the terms and conditions pursuant to which Babcock Laboratories, Inc. (hereafter referred to as "the
Company") will provide the Client with laboratory services. All work shall be subject to the terms and conditions of this
Agreement.
TERM
This Agreement shall remain in effect until terminated. Either party may terminate this Agreement atany time, with or without
cause upon thirty (30) days' prior written notice to the other. The Client may terminate, at any time, with or without cause and
in whole or in part, an agreed upon request for services; provided, however, that if the Client terminates without cause, it shall
compensate the Company for all work performed prior to actual receipt of notice and all of the Company's costs and expenses
incurred as a result of the termination. If at the time of termination of the Agreement, the Client's request for services is left
outstanding, the terms of this Agreement shall continue to apply to such services until the work is completed, or specifically
terminated.
INDEPENDENT SERVICES
The Company shall be fully independent in performing the services and shall not act as an agent or employee of the Client. As
such, the Company shall be solely responsible for its employees, subcontractors, and agents and for their compensation,
benefits, contributions, and taxes, if any. All means and methods for accomplishment of the work requested shall be under the
exclusive direction and control of the Company and the Client shall have only the right and responsibility to define the scope of
the project requirements for the work requested. Nothing included herein may be construed to establish any partnership, joint
venture, or principal -agent relationship between the Company and the Client.
AVAILABLE SERVICES
Additional available services include but are not limited to field and courier services, data deliverables, emergency response
services, and special project accommodation (including rush analysis, special sample preparation, non -typical report format,
or other non -typical client requests or needs). Additional fees for these services may apply.
CHARGES
A $250 minimum charge per submission applies. Prices are based on the estimated quantities. Should the Scope of Work
change, contact the Company for price verification. Additional charges may be assessed for Travel Blank analysis and
samples requiring multiple dilutions due to client -specific reporting requirements. Verification of current pricing at time of
sample submission is the responsibility of the client. Pricing is subject to change with or without notice.
PAYMENT & FINANCE POLICY TERMS AND CONDITtONS
Prepayment is required for all first-time clients. Payment terms are net 30 days of invoice date, upon approved credit. A
finance charge of 1.5%1mo. (18% annually) will be applued to all unpaid balances 30 Mays past the due date. The minimum
finance charge is $10, Delinquent accounts will be on a prepayment/cash in advance (CIA) basis only. Past Due under this
contract is not dependent upon receipt of payment by the Client's third ,party and/or user, and the Client is solely responsible
for timely payment of all invoices not withstanding payment or non-payment by any said third party and/or user. Credit
accounts with unpaid finance charges past 90 days will be closed and future credit may be denied, whereby future sales will
only be made on a CIA basis. Payments for accounts without approved credit are due in advance of services being performed.
By doing business with the Company the Client agrees to be bound by the Finance Policy. The complete Finance Policy is
outlined in a separate client document.
REPORTING
A Standard QC package, when requested, may contain any combination of the following: Method Blank (MB)„ Lab Control
Sample (LCS), Lab Control Sample Duplicate (LCSD), Matrix Spike (MS), Matrix Spike Duplicate (MSD), Sample Duplicate
(DUP), and/or Surrogate (SURR). Electronic deliverables can be provided for a nominal fee.
Client Initial: Page 2 of 5
Agreement No. 7180
ISO/IEC 17025 #3232.01 NELAP #4035-001 ELAP #2698
6100 Quail Valley Court Riverside, CA 92507-0704
0010 P.O. Box 432 Riverside, CA 92502-0432
PH (951) 653-3351 FAX (951) 653-1662
www.babcocklabs.com
A COCK Laboratories, Inc. City of Ell Segundo Water Department
71 Staii krd,�]� Excellent( fiv Ova,)-1001'rm° Quote #: 024-361
Analytical Services Quotation
SAMPLE SUBMISSION
Before submitting the first sample, the Client must fill out a New Client Information form. Results only apply to the samples
submitted. When submitting a sample the following paperwork must be submitted:
Chain of Custody. Sample identification, name and address, telephone and fax numbers, written instructions or list of analyses
to be performed, email address, and date and signature must be included. The Client is responsible for only submitting work
approved under their contract. Any additional analyses on the Chain of Custody outside of the quote or contract will be billed
at list price. Once the Chain of Custody has been signed by the authorized persons and obtained by the Company, the
contract work is in progress. The Client accepts responsibility for full payment should the Client choose to cancel any or all
work in progress.
Price Quote: A copy of the official price quote (if obtained) must be submitted with the sample.
Sample Acceptance: Samples must be submitted on ice and in the proper containers to help maintain the integrity of the
sample. All samples must be clearly labeled and identified. Instructions must be included at the time of sample submission
and may not be submitted separately. Sample must meet acceptance criteria. The Company reserves the right to refuse
samples at its discretion.
TAT: Standard sample turnaround time is 10 working days from the date of sample receipt, unless otherwise stated in the
quotation or contract agreement. Results: Results will be provided via email and are also available for download on the
Company's website. Hardcopy reports can be sent via USPS mail for a nominal fee. Rush TAT. Rush analyses and results are
available at an additional charge and must be arranged in advance.
SUBCONTRACTED ANALYSIS
Should instrumentation problierns, special methods, or circumstances outside of the Company's control occur, the project may
be subcontracted to a State -certified subcontract lab. Additional charges may be incurred for subcontracted analyses and
prices for such work are subject to change. The Client should contact the Project Manager prior to sample submittal to verify
pricing and turnaround time.
SAMPLE DISPOSAL
If as sample Is contaminated or requires extraordinary disposal measures, the Client is responsible for either taking custody of
the sample after analysis or paying an additional fee to the Company so that it can properly dispose of the sample.
GENERAL POLICIES
The Company's liability for any service rendered or test performed on behalf of a client is limited to the amount the Company
has been paid by the Client for that particular test or service. The Company will not be liable for any consequential damages
allegedly sustained by the Client as a result of or in connection with a test or service performed by the Company. Under no
circumstances shall the Company's liability arising from or in connection with the performance of a test or service exceed the
amount it was paid for that test or service.
Repeat Analyses: The Company may repeat an analysis per the Client's request. If the repeat analysis results confirm the
original results, the Client may be charged for the duplicate testing.
Documentation Storage: The Company may, at its sole discretion, destroy any and all documentation in conjunction with the
services rendered pursuant to this contract after a period of seven (7) years from the date that services were last provided by
the Company to the Client. It is the Client's responsibility to advise the Company of any pending litigation that may require
retention of records.
Contract: Terms and Conditions under written contract between the Company and the Client supersede these Terms and
Conditions, as applicable, except where these Terms and Conditions are more exhaustive.
LABORATORY REPRESENTATIONS
The Company represents as follows:
Compliance with Standards: The Company will perform the services requested on the submitted and accepted Chain of
Custody in a diligent and workmanlike manner consistent with accepted professional practices, all applicable and existing
federal, state, and local laws, regulations, and ordinances; and the Client's standards and specifications as known to the
Client Initial: Page 3 of 5
Agreement No. 7180
ISOMEC 17025 #3232.01 NELAP #4035-001 ELAP #2698
6100 Quail Valley Court Riverside, CA 92507-0704
@ @ P.O. Box 432 Riverside, CA 92502-0432
PH (951) 653-3351 FAX (951) 653-1662
www.babcocklabs.com
BABCOCK Laboratories, Inc. City of El Segundo Water Department
Thr! Stoidard of E.krf laict,,fi4 0„,�;r 1001'�YIH Quote #: 024-361
Analytical Services Quotation
Company prior to execution of work requested in the submitted Chain of Custody.
Notice of Violations: The Company shall notify the Client if (a) the Company is served with notice of significant violation of any
law, regulation, permit or license which relates to its services hereunder; (b) permits, licenses, or other governmental
authorizations relating to such services are revoked; (c) litigation is commenced against the Company which could affect such
services; or (d) the Company becomes aware that its equipment or facilities related to such services are not in compliance
with applicable laws, regulations, permits, or licenses.
Professional Standards: As applicable for the services performed, the Client will apply its best judgment, use its best level of
effort consistent with professional standards in performing the services, and endeavor to enable the Client to meet its
objectives at the location(s) specified in each order as the same shall be disclosed to the Company by the Client.
INDEMNITY
Company: The Company agrees to indemnify and hold harmless the Client (including its officers, directors, employees, and
agents) from and against any and all losses, damages, liabilities and expenses (including legal fees and reasonable costs of
investigation) resulting from or arising out of (a) failure of the Company to comply in material respects with federal, state, and
local laws and regulations applicable to services undertaken by the Company in this Agreement; or (b) any injury or death of
any person (including employees and agents of the Client and the Company), damage or loss or destruction of any property
(including property of the Client and Laboratory and their respective employees and agents) resulting from or arising out of
negligence or willful misconduct on the part of the Company in performing services pursuant to this Agreement, provided,
however, that such indemnification shall not apply to the extent any losses, damages, liabilities, or expenses result from, are
attributable in whole or in part to, or arise out of (i) any negligence or willful misconduct of the Client; (ii) any delay attributable
to the Client or the Client's conduct; or (iii) any breach by the Client of any warranties or other provisions hereunder except
losses, damages, liabilities, or expenses resulting from negligence or willful misconduct by the Company. The Company's duty
to defend the Client is limited to the reimbursement of reasonable attorney's fees to the extent of the Company's actual
adjudicated negligence.
Client: The Client agrees to indemnify and hold harmless the Company (including its officers, directors, employees, and
agents) from and against any and all losses, damages, liabilities, and expenses (including legal fees and reasonable costs of
investigation) resulting from or arising out of (a) any negligence or willful misconduct of the Client, (b) any condition existing at
the site prior to the arrival of the Company of which the Company had no actual knowledge and over which the Company had
no control, including the presence of nonconforming hazardous substances, (c) any condition at the site resulting from the use
or installation of the Company's field equipment, as required to perform contracted services; provided however, that such
indemnification shall not apply to any losses, damages, liabilities, or expenses which result from or arise out of (i) any
negligence or willful misconduct of the Company; (ii) any unjustifiable delay attributable to the Company's conduct; or (iii) any
breach by the Company of any representations hereunder.
FORCE MAJEURE
Neither party shall be deemed in default of this Agreement or any order here under to the extent that any delay or failure in the
performance of its obligations (other than the payment of money) results, without its fault or negligence, from any cause
beyond its reasonable control, such as natural disasters, acts of civil or military authority, embargoes, epidemics, war, riots,
insurrections, fires, explosions, earthquakes, floods, power disruptions, adverse weather conditions, strikes, or lock -outs, and
changes in laws, statutes, regulations or ordinances, and ministerial actions or omissions by regulatory authorities or their
representatives, unless such omission or action shall have been caused or contributed to by the responsible party hereunder.
If any such force majeure condition occurs and continues for a period of more than fourteen (14) days, then the party
experiencing such condition shall give immediate written notice to the other party which may then elect to: (1) terminate the
affected service requested or any part thereof, (2) suspend the affected service or any part thereof for the duration of the force
majeure condition and resume performance once the force majeure condition ceases. Unless written notice is given within
thirty (30) days after being notified of the force majeure conditions, the other party shall be deemed to have elected option 2.
ATTORNEY FEES
In the event either party shall file suit for damages for breach of this Agreement, including nonpayment of invoices, or to
enforce this Agreement or to enjoin the other party from violating this Agreement, the prevailing party shall be entitled to
recover as part of its damages its reasonable legal costs and expenses for bringing and maintaining any such action.
Client Initial; Page 4 of 5
Agreement No. 7180
ISO/IEC 17025 #3232.01 NELAP #4035-001 ELAP #2698
6100 Quail Valley Court Riverside, CA 92507-0704
@ @ @ P.O. Box 432 Riverside, CA 92502-0432
PH (951) 653-3351 FAX (951) 653-1662
www.babcocklabs.com
BABCOCK Laboratories, Inc. City of El Segundo Water Department
Tie Sf(wdard r,V'Exr,(,11r, �rce for Ovo-100 T''Ials Quote #: 024-361
Analytical Services Quotation
This Agreement shall be governed by and interpreted under the laws of the State of California. Any litigation arising out of or
related in any way will be commenced in the Superior Court of California, County of Riverside.
CONSEQUENTIAL DAMAGES
Neither the Company nor the Client will be liable to the other for any indirect, incidental, special or consequential damages
(including loss of anticipated profits, business interruption, good will or other economic or commercial loss) relating to the
services rendered. Furthermore, the Client agrees that the Company's RESPONSIBILITY TO SUCH CLAIMS OR LOSSES
ARE LIMITED TO THE VALUE OF EACH WORK ORDER.
CONFIDENTIAL INFORMATION
The Company will not disclose to others any confidential information furnished by the Client in connection with this Agreement.
These restrictions do not apply to information that (i) the Company has in its possession prior to disclosure by the Client„ (ii)
becomes public knowledge through no fault of the Company, (iii) the Company lawfully acquires from a party not under any
obligation of confidentiality to the Client, or (iv) is independently developed by the Company. The Company and its personnel
will not publish, in any technical articles or otherwise, information obtained from this Agreement or during performance of work
hereunder in a manner that would be identifiable with this Agreement without the prior written consent of the Client.
SEVERABILITY/DISPUTES
Every part„ term, or provision of this Agreement is severable from others. Notwithstanding any possible future finding by duly
constituted authority that a particular part, term, or provision is invalid, void, or unenforceable, this Agreement has been made
with the clear intention that the validity and enforceability of the remaining parts, terms, and provisions shall not be affected
thereby. The validity and effect of this Agreement, its interpretation, operation and all questions arising with respect to
performance shall be determined by the Company.
In the event a dispute shall arise between the parties to this service agreement, the parties agree to participate in mediation in
accordance with the mediation procedures of JAMS. The parties agree to share equally in the costs of the mediation.
By doing business with Babcock Laboratories, Inc. you agree to be bound by the terms and conditions of service
specified in this Agreement ("Babcock Laboratories, Inc. Terms & Conditions").
Client Initial: Page 5 of 5