R2024-355 Resolution Authorizing a Three-Year Professional Services Agreement with Pace Analytical Services for Water Treatment Laboratory Services

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� I Pace Analytical Terms and Conditions: These Standard Terms(Terms)govern all services that Pace Analytical ("lab")will perform on behalf of ("Client"),and supersede any other written provisions(including purchase/work orders)related to the services,as well as all prior discussions,courses of dealing,and/or performance,unless a separate,executed agreement for the same or similar services already exists between the Lab and Client(collectively"the Parties),or the Parties subsequently agree to terminate or amend these Terms,as allowed in Section 10 and 12,respectively. 1.Definitions: Chain of Custody(COC):A document evidencing the collection,handling,delivery,etc.of a sample or Sample Delivery Group Holding Time:The maximum amount of time a sample may be stored before being analyzed. Sample Delivery Acceptance(SDA):The date and time when Lab officially receives a sample or Sample Delivery Group,as evidenced by either a notation on the Chain of Custody or an entry in the tab's information management system(UMS). Sample Delivery Group(SDG):A set of samples normally shipped and reported to the Lab as a group. Turnaround Time(TAT):The maximum allowable period within which Lab must report out its analytical testing results to Client,calculated from the date of SDA. 2. Clients Obligations: a. To initiate Lab's services,Client must reference a quotation number(if applicable)and complete one of the following steps: i. Submit a completed purchase order by: 1. hand(i.e.,in person) 2. mail,or 3. e-mail;or if. Place an order by: 1. telephone 2. a-mail,or 3. delivering a sample(or SDG)to Lab and completing the COC It. Subject to occasional,mutually agreed-upon exceptions,Client must give five(5)days'prior notice for each sample delivery and provide the following Information: 1. Name of the responsible project manager If. Name of the person submitting the sample Ili. Name/location of collection site iv. Date and time of collection v. Specific testing being requested,and vi. Sufficient details about reporting requirement(s). c. Client shall also: I. Remain liable for any loss or damage to sample(s)until SDA(including that which may occur as a result of third-party shipping delays) If. Pay all invoices in full on a net 30 basis or as otherwise agreed in writing iii. Notify Lab about any disputed charges or results within 30 days of receiving applicable invoice Iv. Reimburse tab for any costs*related to delinquent payments v. Demonstrate its(or,if applicable,the Prime Client's)credit worthiness by accessing the following link: https://www.pacelabs.com/my-account.htmi and clicking on"Client Profile information."(Note:Client must pre-pay for services pending completion of this process and Lab's approval of a credit line.) vi. Pay for any services it orders on any already analyzed sample vii.Obtain Lab's written consent before assigning billing or payment of tab services to any third party,(failure to do so shall mean Client remains responsible for the payment of any outstanding balance) viii.Refrain from using any of Lab's supplies(e.g.,containers)in connection with any non-Lab work Ix. Ensure that any sample(s)containing any known hazardous substance is(are)labeled,packaged,manifested,transported,and delivered to Lab in accordance with all applicable regulations x. Obtain Lab's prior written consent before publishing Lab's name and/or any data xi. Reimburse Lab for any out-of-scope services and related expenses(e.g.,defending Its analytical results or responding to a subpoena for documents and/or expert testimony) Al.Excuse Lab for any failure or delay in its performance caused by someone or something outside its control,e.g.,a third party or"Force Majeure"event or circumstance,such as natural disasters or government shutdowns; and All.Accept responsibility for any claims,damages,losses,expenses*,etc.to the extent caused by Client's:breach of these Terms;negligence or willful misconduct(includes Client's use of Lab data for anything other than the specific purpose for which it was Intended),or violation of applicable laws. 3.Lab's Obligations: Lab shall: a. Perform its services in accordance with generally accepted analytical and environmental laboratory practices and professionally recognized standards. b. Identify on quotation if services will be sent to another Lab location or to a third party. c. Promptly notify Client of any: 1. Missing sample or otherwise compromised sample(s) if. Significant delays or other Issues affecting Lab's services,or iii.Subpoena or similar demand for Lab compliance d. Maintain high-quality services. e. Prepare and keep accurate records. f. Obtain/maintain any permit(s),license(s),or certification(s). g. Charge Its fees on a net 30 basis(unless otherwise agreed). h. Impose a one and one half percent(1.S%)per month late charge on any unpaid balances. I. Assess a two and one half percent(2.5%)surcharge on any payments made by credit card.(Client can avoid this charge by paying with a debit card,an echeck/check by phone,a wire transfer,or an ACH payment.) j. Invoice Client for each sample or SDG as reported. it. Assume risk of loss or damage to any Client sample(s)upon SDA. 1. Initiate analysis within established holding times—so long as SDA occurred within 48 hours of collection or the first half of the maximum allowed holding time.