HomeMy WebLinkAboutContract 58275 CSC No. 58275
PROFESSIONAL AGREEMENT FOR LABORATORY
SERVICES RELATED TO WATER DEPARTMENT
MONITORING FOR EPA'S FIFTH UNREGULATED
CONTAMINATE MONITORING RULE
This PROFESSIONAL SERVICES AGREEMENT ("Agreement")is made and entered into by and between the
CITY OF FORT WORTH (the "City"),a home rule municipal corporation situated in portions of Tarrant, Parker,
Denton,and Wise Counties,Texas, as executed by Dana Burghdoff,its duly authorized Assistant City Manager,and
Eurofins Eaton Analytical, LLC ("Laboratory"), executed by Colin Walters, its duly authorized President,
each individually referred to as a "party" and collectively referred to as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—Scope of Services
3. Exhibit B—Cost of Services
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.In the event
of any conflict between the documents,the terms and conditions of this Agreement shall control.
1. SCOPE OF SERVICES.
Laboratory hereby agrees to provide the City with Professional Services for Water Department's
monitoring under the Fifth Unregulated Contaminate Monitoring Rule (UCMR5). Attached hereto and
incorporated for all purposes incident to this Agreement is Exhibit "A" Scope of Services, more specifically
describing the services to be provided.
Laboratory warrants that it will exercise reasonable skill,care and diligence in the performance of its services
and will carry out its responsibilities in accordance with customarily accepted professional practices and applicable
laws.
2. TERM.
This Agreement shall begin on the date it is fully executed("Effective Date")and shall expire when the final
permit renewal is issued unless terminated earlier in accordance with this Agreement("Initial Term").
3. COMPENSATION.
The City shall pay Laboratory in accordance with the quote attached as Exhibit "B" —Cost of
Services. Total payment made under this Agreement shall not exceed Sixteen Thousand Five Hundred Dollars
($16,500.00). Laboratory shall not perform any additional services or bill for expenses incurred for City not
specified by this Agreement unless City requests and approves in writing the additional costs for such services.
City shall not be liable for any additional expenses of Laboratory not specified by this Agreement unless
City first approves such expense in writing.
4. TERMINATION.
4.1. Written Notice.
The City or Laboratory may terminate this Agreement at any time and for any reason by
Laboratory Services Agreement Eurofins-CFW OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
providing the other party with 30 days written notice of termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any
payments due hereunder,City will notify Laboratory of such occurrence and this Agreement shall terminate
on the last day of the fiscal period for which appropriations were received without penalty or expense to
the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which
funds shall have been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City
shall pay Laboratory for services actually rendered t h r o u g h the effective date of termination and
Laboratory shall continue to provide the City with services requested by the City and in accordance
with this Agreement through the effective date of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Laboratory hereby warrants to the City that Laboratory has made full disclosure in writing of any
existing conflicts of interest related to Laboratory's services under this Agreement.In the event that any conflicts of
interest arise after the Effective Date of this Agreement, Laboratory hereby agrees promptly to make full
disclosure to the City in writing upon its first knowledge of such conflict. Laboratory, for itself and its officers,
agents and employees,further agrees that it shall treat all information provided to it by the City as confidential and
shall not disclose any such information to a third party without the prior written approval of the City, except
to the extent that such disclosure is required by applicable law or court order and then only after prior notice to
and consultation with the City. Laboratory shall store and maintain City Information in a secure manner and shall
not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.
Laboratory shall notify the City promptly if the security or integrity of any City information has been
compromised or is believed to have been compromised.
6. RIGHT TO AUDIT.
Laboratory agrees that the City shall, until the expiration of three (3) years after final payment under this
Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of the Laboratory involving transactions relating to this Agreement at no additional cost to
the City. Laboratory agrees that the City shall have access during normal working hours to all necessary Laboratory
facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance
with the provisions of this section. The City shall give Laboratory at least five (5)business days' advance notice of
intended audits.
Laboratory further agrees to include in all its subcontractor agreements hereunder a provision to the effect
that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the
subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of such subcontractor involving transactions related to the subcontract,and further that City shall
have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor reasonable notice of intended audits.
The audit rights conferred by this section shall not permit the City to access records related to the pricing of
fixed-price or lump sum amounts,the build-up of agreed rates or unit prices,or Laboratory's estimating records.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Laboratory shall operate as an independent contractor as to all
Laboratory Services Agreement Eurofins-CFW Page 2 of 10
rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and
in accordance with the conditions and provisions of this Agreement, Laboratory shall have the exclusive right
to control the details of its operations and activities and be solely responsible for the acts and omissions of
its officers,agents,servants,employees,contractors and subcontractors. Laboratory acknowledges that the doctrine
of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and
Laboratory, its officers,agents,employees,servants,contractors and subcontractors.Laboratory further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Laboratory.
8. LIABILITY AND INDEMNIFICATION.
A. Laboratory shall comply with all applicable Environmental Requirements. Environmental
Requirements shall mean all applicable statutes, regulations, rules, plans, authorizations,
concessions, franchises, and similar items, as they are now or as they may later be amended, of all
governmental agencies, departments, commissions, boards, bureaus, or instrumentalities of the
United States, states, and political subdivisions thereof and all applicable judicial, administrative,
and regulatory decrees, judgments, and orders relating to the protection of human health or the
environment,including without limitation:
1. All requirements, including, but not limited to, those pertaining to reporting, licensing,
emissions, discharges, releases, or threatened releases of hazardous materials, pollutants,
contaminants or hazardous or toxic substances,materials,or wastes whether solid,liquid,or
gaseous in nature,into the air, surface water, groundwater, storm water,or land,or relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or
handling of pollutants,contaminants,or hazardous or toxic substances,materials, or wastes,
whether solid,liquid,or gaseous in nature; and
2. All requirements pertaining to the protection of the health and safety of employees or the
public.
B. LABORATORY SHALL RELEASE, INDEMNIFY, REIMBURSE, DEFEND, AND HOLD
HARMLESS,CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROM AND
AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
ARISING OUT OF THE WORK AND SERVICES TO BE PERFORMED HEREUNDER
BY LABORATORY, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES, OR INVITEES, INCLUDING DAMAGES, LOSS,
INJURY OR DEATH TO THE EXTENT CAUSED BY ANY NEGLIGENT ERROR,
OMISSION, DEFECT, OR DEFICIENCY IN THE PERFORMANCE OF LABORATORY'S
SERVICES WITH THIS AGREEMENT.
LABORATORY SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY
AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL DAMAGES,
CLAIMS, LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING
REASONABLE ATTORNEYS' FEES AND EXPENSES. NOTWITHSTANDING THE
FOREGOING,LABORATORY AGREES,TO THE FULLEST EXTENT PERMITTED BY LAW,
TO INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS, AGENTS AND
EMPLOYEES AGAINST COSTS, DAMAGES, OR LOSSES, INCLUDING REASONABLE
ATTORNEYS' FEES AND EXPENSES, RESULTING FROM CLAIMS BY THIRD PARTIES
FOR PERSONAL INJURIES (INCLUDING DEATH) OR PROPERTY DAMAGE TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF LABORATORY,ITS
OFFICERS,AGENTS,EMPLOYEES, OR SUBCONTRACTORS IN THE PERFORMANCE OF
SERVICES UNDER THIS AGREEMENT. L A B O RA T O RY SHALL NOT BE OBLIGATED
TO DEFEND OR INDEMNIFY CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES
FOR THEIR RESPECTIVE NEGLIGENCE OR WILLFUL MISCONDUCT.
Laboratory Services Agreement Eurofins-CFW Page 3 of 10
C. Environmental Indemnification. LABORATORY DOES HEREBY RELEASE,
INDEMNIFY, REIMBURSE, DEFEND, AND HOLD HARMLESS THE CITY, ITS
OFFICERS,AGENTS,SERVANTS,AND EMPLOYEES FROM AND AGAINST ANY AND ALL
ENVIRONMENTAL DAMAGES AND THE VIOLATION OF ANY AND ALL
ENVIRONMENTAL REQUIREMENTS RESULTING FROM THE HANDLING,
COLLECTION, TRANSPORTATION, STORAGE,DISPOSAL, TREATMENT, RECOVERY,
AND/OR REUSE,BY ANY PERSON,OF THE MATERIAL UNDER THIS AGREEMENT,TO
THE EXTENT SAID ENVIRONMENTAL DAMAGES OR THE VIOLATION OF SAID
ENVIRONMENTAL REQUIREMENTS WERE THE RESULT OF ANY ACT OR
OMISSION OF LABORATORY, ITS OFFICERS, AGENTS, EMPLOYEES, OR
SUBCONTRACTORS, OR THE JOINT ACT OR OMISSION OF LABORATORY, ITS
OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS AND ANY OTHER
PERSON OR ENTITY EXCLUDING ALL PARTIES INDEMNIFIED HEREUNDER.
9. WARRANTY
Laboratory warrants that it understands the currently known hazards and suspected hazards which
are presented to persons,property and the environment by providing the services as referred to in the Laboratory's
Scope of Services. Laboratory further warrants that it will perform all services under this Agreement in a safe,
efficient and lawful manner using industry accepted practices, and in full compliance with all applicable State and
Federal laws governing its activities and is under no restraint or order which would prohibit performance of services
under this Agreement.
10. LICENSES,PERMITS AND FEES
Laboratory agrees to obtain,pay for,and maintain all licenses,permits,certificates,inspections and all other
approvals and fees required by law or otherwise necessary to perform the services prescribed hereunder.
11. ASSIGNMENT AND SUBCONTRACTING.
Laboratory shall not assign or subcontract any of its duties, obligations or rights under this Agreement
without the prior written consent of the City.If the City grants consent to an assignment,the assignee shall execute
a written agreement with the City and the Laboratory under which the assignee agrees to be bound by the duties and
obligations of Laboratory under this Agreement, and Laboratory shall have no further liability or obligations under
the assigned portion of the Agreement. If the City grants consent to a subcontract,the Laboratory shall require such
subcontractor to execute a written agreement with the Laboratory referencing this Agreement and requiring
subcontractor to be bound by duties and obligations substantially similar to those of the Laboratory under this
Agreement as such duties and obligations may apply to the subcontractor's scope of services.The Laboratory shall
provide the City with a fully executed copy of any such subcontract upon request,with any financial and proprietary
information redacted.
12. INSURANCE.
Laboratory shall provide the City with certificate(s) of insurance documenting policies of the
following coverage limits that are to be in effect prior to commencement of any services pursuant to this
Agreement:
Professional Liability(Errors&Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL)policy, or a separate policy specific to Professional
Laboratory Services Agreement Eurofins-CFW Page 4 of 10
E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be
claims-made,and maintained for the duration of the contractual agreement and for two(2)
years following completion of services provided. An annual certificate of insurance shall
be submitted to the City to evidence coverage.
13. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Laboratory agrees to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Laboratory of any violation of such laws, ordinances, rules or regulations,
Laboratory shall promptly desist from and correct the violation.
14. NON-DISCRIMINATION COVENANT.
Laboratory,for itself,its personal representatives,assigns,subcontractors and successors in interest,as part
of the consideration herein,agrees that in the performance of Laboratory's duties and obligations hereunder, it shall
not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited
by law.
15. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2)
delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United
States Mail,registered,return receipt requested,addressed as follows:
To The CITY: To LABORATORY :
City of Fort Worth Eurofms Eaton Analytical,LLC
Attn:Chris Harder,P.E. Attn:Matt Hartz
FW Water Department Director Director of Operations
200 Texas Street 750 Royal Oaks Drive, Suite 100
Fort Worth TX 76102-6311 Monrovia,CA 91016-3629
Facsimile: (817) 392-8654 Facsimile: (574)233-8207
Laboratory Services Agreement Eurofins-CFW Page 5 of 10
16. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement,the City does not waive or surrender any
of its governmental powers.
17. NO WAIVER.
The failure of the City or Laboratory to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Laboratory's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
18. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought on the basis of this Agreement,venue for such action shall
lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of
Texas,Fort Worth Division.
19. SEVERABILITY.
If any provision of this Agreement is held to be invalid,illegal or unenforceable,the validity,legality and
enforceability of the remaining provisions shall not in any way be affected or impaired.
20. FORCE MAJEURE.
The City and Laboratory shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure
or other causes beyond their reasonable control (force majeure),including,but not limited to,compliance with any
government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,lockouts,natural
disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or
any other similar causes.
21. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part
of this Agreement.
22. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that
the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Agreement or exhibits hereto.
23. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless
such extension,modification,or amendment is set forth in a written instrument,which is executed by an authorized
representative and delivered on behalf of such party.
24. ENTIRETY OF AGREEMENT.
This Agreement contains all of the covenants, statements, representations and promises agreed to by the
parties. To the extent of any conflict,this Agreement supersedes the terms,conditions,and representations set forth
Laboratory Services Agreement Eurofins-CFW Page 6 of 10
in the City's Request for Proposals, Laboratory's Proposal and revised cost. No agent of either party has authority
to make,and the parties shall not be bound by,nor liable for,any covenant,statement,representation or promise not
set forth herein. The parties may amend this Agreement only by a written amendment executed by both parties.
25. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute this
agreement on behalf of the respective party, and that such binding authority has been granted by proper order,
resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty
and representation in entering into this Agreement.
26. PROHIBITION ON BOYCOTTING ENERGY COMPANIES
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added
by Acts 2021, 87th Leg.,R.S., S.B. 13, §2,the City is prohibited from entering into a contract for goods or services
that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification from the company that it:
(1)does not boycott energy companies; and(2)will not boycott energy companies during the term of the contract.
The terms "boycott energy company" and"company"have the meaning ascribed to those terms by Chapter 2274
of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Contractor certifies that
Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and(2)will not boycott energy companies during the term of this Agreement.
27. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES
Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for
goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification from
the company that it: (1)does not have a practice,policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm
entity or firearm trade association. The terms"discriminate,""firearm entity"and"firearm trade association"have
the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th
Leg.,R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement,Contractor certifies that Contractor's signature provides written verification to the City
that Contractor: (1)does not have a practice,policy,guidance,or directive that discriminates against a firearm entity
or firearm trade association;and(2)will not discriminate against a firearm entity or firearm trade association during
the term of this Agreement.
28.LIMITATION OF LIABILITY
Notwithstanding anything to the contrary stated elsewhere in this Agreement, Laboratory's maximum
liability under this Agreement or any other attachments hereto whether based in contract,tort,warranty,negligence
or otherwise shall not exceed amounts recoverable under the scope and limits of the insurance required under this
Agreement, up to a maximum of $2,000,000. Where there is negligence of the City, Laboratory's duty of
indemnification and defense cost shall be in proportion to its allocable share of such joint negligence or misconduct.
In no event shall Laboratory be liable to the City for any special, indirect, or consequential damages occasioned by
the services performed or by application or use of the reports prepared under this Agreement
This Agreement shall be effective on the date executed by the City's designated Assistant City
Laboratory Services Agreement Eurofins-CFW Page 7 of 10
Manager.
CITY OF FORT WORTH EUROFINS EATON ANALYTICAL,LLC
Dana Bur'cih�laFF
Dana Burghdoff d18,202218:21 CDT)
Dana Burghdoff M tt Hartz
Assistant City Manager Director of Operations
Date: Oct 18, 2022 Date: 9/28/2022
APPROVAL RECOMMENDED:
CtcNi�trrh�cev fla��&r
Christopher Pander(Oct 13,202208:29 CDT)
Chris Harder,P.E.
Water Department Director
APPROVED AS TO FORM AND LEGALITY:
INA
7[ack(Oct 18,2022 18:20 CDT)
Douglas W. Black
Sr.Assistant City Attorney
ATTEST: a
',p�oF 0000o A
,791ili&t ,f(50,YaG �JP 'c °� �
Jan nette S.Goodal I(Oct 19,2022 08:54 CDT) r�O O��
Jannette S.Goodall 000 0=
City Secretary �� o o*�d
a
nEX000
AS.oAp
No M&C Required
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including
ensuring all performance and reporting requirements.
Mom.(i "ie
Stacy Waft Ms(Od 13,2022 08:25 CDT)
Stacy Walters,Regulatory-Environmental Administrator
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Laboratory Services Agreement Eurofins-CFW Page 8 of 10
EXHIBIT A
Laboratory Services Agreement Eurofins-CFW Page 9 of 10
fn SN. United States Environmental Protection Agency
y Office of Water
WOffice of Ground Water and Drinking Water
2 Q Standards and Risk Management Division
�F moo= Technical Support Center
yTgC PR0`% UCMR Laboratory Approval Program
Based on the review of submitted applications and successful participation in a Proficiency Testing(PT)Study for the
fifth Unregulated Contaminant Monitoring Rule(UCMR 5), EPA has granted the status of"approved"for the
method(s) listed below to the laboratory at the following address:
Eurofins Eaton Analytical LLC
110 South Hill Street
South Bend, IN 46617
The application and PT criteria are listed in the"UCMR 5 Laboratory Approval Manual,Version 2.0."Your laboratory is
now"approved"to conduct UCMR 5 analyses using the following method(s):
LabID:IN00035
Method Name Status Date
EPA 200.7 Approved 9/17/2021
EPA 533 Approved 9/17/2021
EPA 537.1 Approved 9/17/2021
End of Method List
This information will be included in the list of UCMR 5 approved laboratories on our website.Your approval status will
be maintained during UCMR 5 by continuing to meet the criteria given in the"UCMR 5 Laboratory Approval Manual,
Version 2.0,"and any revisions to the aforementioned document. Please be aware that you are only permitted to
conduct UCMR 5 analyses using those methods for which you have EPA approval. Should you wish to comment on any
of these determinations, please write to:
UCMR 5 Laboratory Approval Coordinator
USEPA,Technical Support Center
26 W. Martin Luther King Drive(MS 140)
Cincinnati,OH 45268
UCMR Lab Approval@epa.gov
EXHIBIT B
Laboratory Services Agreement Eurofins-CFW Page 10 of 10
tiff eurofins
Eaton Analytical
Quote Ref#: Q20220418003
Contact: David Nelson Sample Matrix: Finished
Company: City of Fort Worth Testing Frequency: As Needed
Address: 200 Texas Street Lab Turnaround Time: 20 days
Fort Worth, TX 76102 Estimated Start Date: 18-Apr-2022
Payment Terms: Upon Receipt
Phone: 817-572-7008
Fax:
E-mail: david.nelson@fortworthtexas.gov
We are pleased to submit the following quotation: Prices are firm thru 12/31/2025, provided PO is received within 45 days
and prior to receipt of samples. Work may not begin, or is COD, until receipt of a completed vendor application& credit
approval. Client is responsible for sample collection and delivery to the lab in acceptable condition within 24 hours.
Payment for services is due upon receipt of invoice and not contingent upon third party payments. All other Eurofins Eaton
Analytical, LLC standard terms and conditions apply unless otherwise specified herein. Quote does not include any
applicable taxes unless noted below.
ITEM QTY DESCRIPTION METHOD UNIT PRICE EXT'D PRICE
UCMR5
20 Contingency: PFAS Compounds(25)-FRB EPA 533 $ 210.00 $ 4,200.00
20 Contingency: PFAS Compounds(4)-FRB EPA 537.1 $ 180.00 $ 3,600.00
20 Lithium EPA 200.7 $ 45.00 $ 900.00
20 PFAS Compounds(25) EPA 533 $ 210.00 $ 4,200.00
20 PFAS Compounds(4) EPA 537.1 $ 180.00 $ 3,600.00
Sample Management
1 Sample Kit ----- $ 0 $ 0
1 Sample Kit Delivery ----- $ 0 $ 0
1 Sample Kit Return Shipping ---- $ 0 $ 0
Data Deliverables
1 EDT- EPA CDX ----- $ 0 $ 0
1 Hardcopy Reports(via PDF) ----- $ 0 $ 0
1 QC Level II ----- $ 0 $ 0
1 Website Data Tracking & Mgmt. ----- $ 0 $ 0
Grand Total: $ 16,500.00
Page 1 of 4
750 Royal Oaks Drive, Suite 100, Monrovia, CA91016 Tel (626)386-1100 Fax(866)988-3757 www.EurofinsUS.com/Eaton
ITEM QTY DESCRIPTION METHOD UNIT PRICE EXT'D PRICE
Notes
1) UCMR5: City of Fort Worth TX
Surface Water; Five (5) Entry Points
Sample Kits, Shipping and SDWARS:
This quote includes ground delivery of sample collection kits (containers, preservatives and paperwork)to your facility.
This quote includes return shipping to the laboratory via overnight delivery; pre-printed shipping labels will be provided.
This quote includes the data upload into the EPA SDWARS database for all of your UCMR5 monitoring events.
2) UCMR5: PFAS Field reagent Blanks(FRBs):
EPA533 and 537.1 Contingency:
PFAS FRBs will only be analyzed to confirm any corresponding sample and method detections. The contingency is not
included in the total budget as utility need cannot be determined without PFAS Entry Point sample results.
EPA537.1 and EPA533-FRBs:
The FRBs are prepared by Eurofins Eaton Analytical and include (1) [EPA 537.1] an FRB sample bottle filled with reagent
grade water and preservatives plus a second, empty FRB sample bottle and/or(2) [EPA 533] an FRB sample bottle filled with
reagent grade water plus a second, FRB sample bottle containing only preservative. At the sampling site, open the FRB
bottle and pour the reagent water into the second sample bottle. The FRB is extracted and placed on hold pending results of
the Field Sample. If the FRB is analyzed, the FRB unit rate would be the same as the Field Sample unit rate.
Submitted: Brian Queen Accepted:
RECEIPT OF SAMPLES BY EUROFINS EATON ANALYTICAL, LLC CONSTITUTES ACCEPTANCE OF THE ABOVE TERMS&CONDITIONS, NOT
WITHSTANDING ANY PROVISIONS TO THE CONTRARY IN CLIENTS PURCHASE ORDER, UNLESS AN ALTERNATIVE AGREEMENT HAS BEEN
SIGNED BY US.
Page 2 of 4
750 Royal Oaks Drive, Suite 100, Monrovia, CA 91016 Tel (626)386-1100 Fax(866)988-3757 www.EurofinsUS.com/Eaton
ti eurofins
Satan Analytical
General Terms&Conditions of Sale-Eurofins Eaton Analytical, LLC
1.Area of Application 3.5 The invoice settlement method is check,bank transfer or direct debit.Any other method of
1.1 All Orders accepted by any of the Eurofins Environmental Companies (including Eurofins payment must receive prior agreement from Eurofins.The customer undertakes to provide bank
Lancaster Laboratories Environmental,LLC,Eurofins Air Toxics,LLC,Eurofins Eaton Analytical, account details,as necessary.
LLC, Eurofins Frontier Global Sciences, LLC, and Eurofins Calscience, LLC or any of their
subsidiaries or affiliates"(collectively,'Eurofins")will be governed by these General Terms and 3.6 Eurofins is entitled to require payment of up to 100% of the quoted order price as a
Conditions of Sale (the 'Terms and Conditions"), including orders placed by telephone which condition of acceptance.
have not been confirmed in writing and orders made by delivery of samples.A contract with
these Terms and Conditions comes into being when an order that has been placed with Eurofins 4.Duties of Customer in Delivering Samples or Materials
is accepted by Eurofins.An order placed with Eurofins is considered as accepted by Eurofins 4.1 The samples or materials must be in a condition that makes the preparation of
when (a) Eurofins proceeds to fulfill that order,without need for any written confirmation from reports/analyses or the production of ordered products possible without difficulty. Eurofins is
Eurofins or(b)Eurofins accepts the order in writing entitled to conduct an initial examination of the samples or materials to check their condition
before processing the samples,drawing up a report or using them in production.The customer
If Eurofins and Customer have an existing Services Agreement in place (i.e. Master Service shall bear the costs of this initial examination,if the samples or materials do not comply with the
Agreement, Laboratory Service Agreement or Environmental Service Agreement), that requirements described in this clause 4.1. If the result of the initial examination is that an
Agreement will supersede these Terms and Conditions,and will constitute the entire agreement analysis or production is impossible or is possible only under more difficult conditions than
between the parties.Any additional or conflicting terms and conditions are null and void. originally anticipated-for example,because the samples or materials have been interspersed
with foreign materials or substances that were not reported by the customer or are degraded-
12 These Terms and Conditions supersede and replace all prior verbal or written price Eurofins shall be entifled to terminate or interrupt the order and the customer shall bear costs
quotations and agreements between the parties and, unless specifically indicated otherwise incurred by Eurofins to that point.
therein, take precedence over all conflicting or inconsistent provisions of subsequent written
agreements between the parties.Only the chairman or president(collectively,'officer")has the 42 The customer must ensure, and hereby warrants, that no sample poses any danger,
authority to alter or waive any of these Terms and Conditions or to make any representation including on its site,during transportation,in the laboratory or otherwise to Eurofins premises,
which conflicts with or purports to override any of these Terms and Conditions; and no such instruments, personnel or representatives. It is the customer's responsibility to insure
alteration, waiver or representation shall be binding upon Eurofins, unless it is in writing and compliance with hazardous waste regulations, including regarding information, transportation
signed by an officer of Eurofins. and disposal and to inform Eurofins personnel or representatives about sample health and
safety concerns, including any known or suspected toxic or other contaminant that may be
2.Placement of Order present in the sample and its likely level of contamination as well as the risks to Eurofins
2.1 A customer's order will be valid only if it is sent by mail or fax or other electronic message on premises, instruments, personnel and representatives related to the contamination. The
letterhead of the customer or by using Eurofins approved sample dispatch sheets, customer shall be responsible for, and indemnifies Eurofins against, all costs, damages,
Chain-of-Custody forms or electronic order forms and the commercial aspects of the order which liabilities and injuries that may be caused to or incurred by Eurofins or its personnel or
are not specifically set out in these Terms and Conditions(including price,estimated turnaround representatives including on the sampling site,during the transportation or in the laboratory by
times and delivery date)must be agreed at the time of the order.The customer must confirm in the customer's sample or by sampling site conditions.The customer shall bear all extraordinary
writing orders given by telephone immediately after they are made and will be deemed to have costs for adequate disposal of hazardous waste resulting from the sample, whether or not
placed an order if the customer sends samples to Eurofins quoting the customer reference. described as hazardous waste.At Eurofins' request,the customer must provide Eurofins with
Eurofins is not obligated to start any analytical work unless the order is clear and all required the exact composition of the samples.
information has been provided.
5.Property Rights on Sample Material and Sample Storage
22 Unless specifically accepted in writing and signed by an officer of Eurofins, any terms 5.1 All samples become the property of Eurofins to the extent necessary for the performance of
proposed or submitted by a customer at any time (including, but not limited to, terms or the order.
provisions in the customer's purchase order,instructions or other document)which differ from
these Terms and Conditions are rejected as a material alteration of these Terms and Conditions 52 Eurofins can dispose of or destroy samples immediately after the analysis has been
and shall be of no force or effect. Furthermore, special terms or conditions of prior orders, performed,unless Eurofins and the customer have agreed in writing on the terms of Eurofins'
including special pricing,will not automatically apply to subsequent orders.Each order accepted retention of the sample.Eurofins also can dispose of or destroy the samples after the agreed
by Eurofins will be treated as a separate contract between Eurofins and the customer. upon retention period,without further notice and at customer's cost, should an extra cost for
Eurofins arise to comply with any regulation(for example,with respect to disposal of hazardous
2.3 A request for additional services on samples that have entered the laboratory will be treated waste). If the customer requests the return of unneeded sample material, Eurofins will return
as a new order and may postpone estimated delivery date accordingly. them to the customer,at the customer's cost and risk.
3.Price and Terms of Payment 6.Delivery Dates,Turnaround Time
3.1 If the acknowledgment of an order does not state otherwise, Eurofins prices apply. Any 6.1 Delivery dates and turnaround times are estimates and do not constitute a commitment by
additional cost or disbursement(e.g.incurred by Eurofins in connection with the order)must be Eurofins. Nevertheless, Eurofins shall make commercially reasonable efforts to meet its
paid by the customer. estimated deadlines-
3-2-Prices are exclusive of all applicable taxes(including sales,use and VAT)and are based on 62 Results are generally sent by email and/or by USPS mail,or via other electronic means,to
tariffs in force at the day of the transmittal of the offer to the customer.Applicable taxes are those the attention of the persons indicated by the customer in the order,promptly after the analysis is
in force at the date of invoicing. completed.
3.3 Unless specifically agreed otherwise by Eurofins in its acceptance of an order,payment of all 7.Transfer of Property
invoices is due strictly within 30 days of the invoice date.Any dispute about invoices must be 7.1 Title in any analysis results,products,equipment,software or similar material supplied by
raised within 30 days of the invoice date.The challenge of an analytical result will not entitle a Eurofins to the customer will remain with Eurofins until all invoices in respect thereof have been
customer to defer payment. Any invoice which remains outstanding after due date, may be paid by the customer in full,and until such full payment,the customer shall have no property
additionally charged with an administrative penalty of Seventy Five Dollars($75)and may carry rights or other rights to use them.In addition,even if Eurofins has accepted and begun to fulfill
interest at the rate of one percent(1%)per month or the maximum interest rate permitted by an order, Eurofins has the right at any time stop processing that order and to stop doing any
applicable law,whichever is lower. work for a customer if that customer is late in paying any amount due to Eurofins,whether for
that or any other order.
3.4 Eurofins has the right to charge an administrative fee of up to Fifteen Dollars ($15)to
re-issue an invoice.
ti eurofins
Satan Analytical
8.Limited Warranties and Responsibilities received written notice thereof not later than six(6) months after the date of the customer's
8.1 Orders are handled in the conditions available to Eurofins in accordance with the current knowledge of the relevant claim(unless any longer period is prescribed under applicable law
state of technology and methods developed and generally applied by Eurofins,as contained in and cannot be contractually limited).
Eurofins' Laboratory Quality Manuals and related Standard Operating Procedures.This limited
warranty expires six months after the delivery date of the samples,if the acknowledgement of 92 The Eurofins Indemnifying Parties shall not be liable for any indirect,direct or consequential
the order does not specifically state otherwise. In all cases,the customer must independently loss or damage (including, but not limited to, loss of business, profits, goodwill, business
verify the validity of any results, interpretations, assessments and conclusions supplied by opportunities or similar)incurred by the customer or by any third party.
Eurofins,if it wishes to rely on the same in respect of matters of importance and shall do so at
its own risk. 9.3 It is a condition of Eurofins's acceptance of an order that the customer indemnifies the
Eurofins Indemnifying Parties for any losses, injuries, claims and costs which the Eurofins
82 Each analytical report relates exclusively to the sample analyzed by Eurofins.If Eurofins has Indemnifying Parties may suffer as a result of,arising from or in any way connected with its role
not expressly been mandated and paid for the definition of the sampling plan (including which under or services or products or software provided pursuant to these Terms and Conditions,
samples of which raw materials and finished products and at which frequency each should be except to the extent that the Eurofins Indemnifying Parties are required to bear them according
analyzed)and the definition of the precise range of analysis to be performed or if the customer to these Terms and Conditions,and by placing an order the customer agrees to provide that
has not followed Eurofins recommendations, Eurofins shall not bear any responsibility if the indemnification.
sampling plan and/or the range of analysis to be performed prove to be insufficient or
inappropriate. 10.Repeated Analysis
Objections to test results can be made within thirty(30)days after the customer receives the
8.3 The customer is responsible for the proper delivery of samples sent to Eurofins for results. However, unless it would appear that the results of the repeated analysis do not
examination/analyses or materials sent for production. Unless otherwise specifically agreed in substantially match those of the first one,the customer shall bear the costs of the repeat testing
writing by Eurofins,Eurofins accepts no responsibility for any loss or damage,which may occur or review. Furthermore, a repeated analysis will be possible only if Eurofins has a sufficient
to any sample in transit or to any facility or site where logistics services are being delivered.The amount of the original sample on hand when it receives the customer's objection.Otherwise the
customer will at all times be liable for the security,packaging and insurance of the sample from customer will be required to pay all costs, including sampling, transportation, analytical and
its dispatch until it is delivered to the offices or the laboratories of Eurofins. Eurofins will use disposal costs for the repeat analysis.
commercially reasonable care in handling and storing samples,but Eurofins shall not be held
responsible for any loss or destruction of samples even after their receipt at its laboratories. 11.Force Majeure
Eurofins cannot be held liable for delays,errors,damages or other problems caused by events
8.4 The customer warrants and represents to Eurofins that all samples sent to Eurofins for or circumstances which are unforeseen or beyond Eurofins'reasonable control,or which result
analysis are safe and in a stable condition and undertakes to indemnify Eurofins for any losses, from compliance with governmental requests,laws and regulations.
injuries,claims and costs which Eurofins,or its personnel,may suffer as a result of any sample
not being in a safe or stable condition,notwithstanding that the customer may have given an 12.Confidentiality&Processing of Customer Data
indication on the sample or any order form of any perceived problem with the sample. The 12.1 Eurofins shall be entitled to save and process personal or commercial data received from
customer must always inform Eurofins in writing prior to shipment and label the packaging, the customer in any way,no matter whether such data stem from the customer directly or from a
samples and/ or containers appropriately, if the samples are dangerous or otherwise of a third party and shall use commercially reasonable efforts to keep such data confidential, in
hazardous nature,in accordance with applicable laws. compliance with applicable law.
8.5 Unless explicitly agreed in writing by all parties, the contractual relationship shall be 122 Eurofins shall use commercially reasonable efforts to keep all analysis results and service
exclusively between the customer and Eurofins. There shall be no third party beneficiary or reports confidential, however, Eurofins has the right to use them in order to demonstrate its
collateral warranty relating to any order and the customer shall indemnify and hold Eurofins entitlement to payment for services rendered.
harmless from and against any and all third party claims in any way relating to the customer or
to the order by the customer. 12.3 Analysis results are prepared and supplied exclusively for the use of the customer and The
customer(a)remains responsible for any consequences due to the divulgence of such results to
9.Limitation of Liability a third party and any reliance of such third party on such results and (b) hereby agrees to
9.1 Except as expressly set forth in these Terms &Conditions, Eurofins makes no express indemnify the Eurofins Indemnified Parties against any liability which the Eurofins Indemnified
warranties,guarantees or representations and none are to be implied,regarding the services to Parties may incur as a result of such divulgence or any such third party reliance.
be performed by Eurofins, the suitability of the results for any purpose, or any sampling
equipment provided. Clients sole remedy for any breach by Eurofins of any warranty, 13.Disclaimer and Miscellaneous
representation,product,service,or any other matter in connection with any service performed 13.1 ALL TERMS, CONDITIONS AND WARRANTIES (INCLUDING ANY IMPLIED
or to be performed by Eurofins or arising under these Terms&Conditions shall be limited to WARRANTY AS TO MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR
Eurofins repeating the services to be performed.Any reanalysis requested by Client generating PURPOSE)AS TO THE MANNER,QUALITY AND TIMING OF THE TESTING SERVICE AND
results reasonably consistent with the original results will be at Client's sole expense. If RESULTS, EQUIPMENT, PRODUCTS OR SOFTWARE SUPPLIED BY EUROFINS ARE
resampling is necessary,Eurofins'liability for resampling costs will be limited to the actual,direct EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE
cost of resampling. Eurofins' total liability to Client and any other party arising hereunder or WARRANTIES, OBLIGATIONS AND LIABILITIES OF EUROFINS CONTAINED IN THESE
relating hereto,whether based in contract,tort,warranty,negligence,public policy,statute,or TERMS AND CONDITIONS ARE EXCLUSIVE.
otherwise,shall be limited to the lesser of:(1)the amount of compensation Client has actually
paid Eurofins for the services performed; or (2) one hundred thousand dollars ($100,000). 13.2 These Terms and Conditions may be modified in writing from time to time by Eurofins and
Notwithstanding any terms contained herein to the contrary, under no circumstances, orders will be governed by the most recent version of these Terms and Conditions that is in
howsoever arising (including, without limitation, whether arising in contract, tort warranty, effect at the time Eurofins accepts the order.
negligence, public policy, statute, or otherwise), shall Eurofins be responsible for any loss of
use,loss of profits,or for any special,indirect,incidental,or consequential damages occasioned 13.3 Should a court waive,limit or hold to be invalid,illegal or unenforceable any part of these
by the services performed,use of sampling equipment,or use of any reports,correspondence, Terms and Conditions,all other parts shall still apply to the greatest extent possible.
or any other communication prepared by Eurofins (whether oral or written) or any lack or
absence of any such report or correspondence(whether oral or written).Except to the extent 13.4 Failure by either Eurofins or the customer to exercise the rights under these Terms and
that such limitations are not permitted or void under applicable law:(a)Eurofins(together with Conditions shall not constitute a waiver or forfeiture of such rights.
its workers,office clerks,employees,representatives,managers,officers,directors,agents and
consultants and all Eurofins partners and affiliates,the'Eurofins Indemnifying Parties")shall be 14.Governing Law/Jurisdiction
liable only for the proven direct and immediate damage caused by the Eurofins Indemnifying 14.1 The construction, validity and performance of these Terms and Conditions shall be
Party's willful misconduct in connection with the performance of an order and then, only if governed by the laws and the commercial courts of the state in which is located the Eurofins
Eurofins has facility performing the order(including in cases involving multiple counsels for the defense or
third-party respondents),which shall have exclusive jurisdiction.