HomeMy WebLinkAboutC-8663-1 - M/RSA for Backflow Device Testing and RepairMAINTENANCE/REPAIR SERVICES AGREEMENT
WITH SIERRA ANALYTICAL LABS, INC. FOR
BACKFLOW DEVICE TESTING AND REPAIR
THIS MAINTENANCE/REPAIR SERVICES AGREEMENT ("Agreement') is made
and entered into as of this 1 st day of April, 2021 ("Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
Sierra Analytical Labs, Inc., a California corporation ("Contractor"), whose address is 26052
Merit Circle, Suite 104, Laguna Hills, California 92653, and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of
the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to perform maintenance and/or repair services for
City ("Project').
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the maintenance and/or repair services described in this
Agreement.
D. Contractor has examined the location of all proposed work, carefully reviewed and
evaluated the specifications set forth by City for the Project, is familiar with all
conditions relevant to the performance of services, and has committed to perform all
work required for the compensation specified in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on March 31, 2026, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Contractor shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or
"Work"). As a material inducement to City entering into this Agreement, Contractor
represents and warrants that Contractor is a provider of first class work and Contractor is
experienced in performing the Work contemplated herein and, in light of such status and
experience, Contractor covenants that it shall follow community professional standards with
the ordinary degree of skill and care that would be used by other reasonably competent
practitioners of the same discipline under similar circumstances, in performing the Work
required hereunder, and that all materials will be of good quality.
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2.2 Contractor shall perform all Work required to be performed, and shall provide
and furnish all the labor, materials, necessary tools, expendable equipment and all utility
and transportation services necessary for the Project.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Contractor shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Contractor to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays
due to causes beyond Contractor's reasonable control. However, in the case of any such
delay in the Services to be provided for the Project, each party hereby agrees to provide
notice within two (2) calendar days of the occurrence causing the delay to the other party
so that all delays can be addressed.
3.3 Contractor shall submit all requests for extensions of time for performance in
writing to the Project Administrator as defined herein, not later than two (2) calendar days
after the start of the condition that purportedly causes a delay. The Project Administrator
shall review all such requests and may grant reasonable time extensions for unforeseeable
delays that are beyond Contractor's control.
3.4 For all time periods not specifically set forth herein, Contractor shall respond
in the most expedient and appropriate manner under the circumstances, by fax, hand -
delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not -to -exceed
basis in accordance with the provisions of this Section and the Schedule of Billing Rates
attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise
provided herein, no rate changes shall be made during the term of this Agreement without
the prior written approval of City. Contractor's compensation for all Services performed in
accordance with this Agreement, including all reimbursable items, shall not exceed One
Hundred Thousand Dollars and 00/100 ($100,000.00), without prior written amendment
to the Agreement.
4.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name and/or
classification of employee who performed the Work, a brief description of the Services
performed and/or the specific task in the Scope of Services to which it relates, the date the
Services were performed, the number of hours spent on all Work billed on an hourly basis,
and a description of any reimbursable expenditures. City shall pay Contractor no later than
thirty (30) calendar days after approval of the monthly invoice by City staff.
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4.3 City shall reimburse Contractor only for those costs or expenses specifically
identified in Exhibit B to this Agreement, or specifically approved in writing in advance by
City.
4.4 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any Work
that is determined by City to be necessary for the proper completion of the Project, but which
is not included within the Scope of Services and which the parties did not reasonably
anticipate would be necessary at the execution of this Agreement. Compensation for any
authorized Extra Work shall be paid in accordance with Exhibit B.
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all phases
of the Project. This Project Manager shall be available to City at all reasonable times during
the Agreement term. Contractor has designated Chris Forsyth to be its Project Manager.
Contractor shall not remove or reassign the Project Manager or any personnel listed in
Exhibit A or assign any new or replacement personnel to the Project without the prior written
consent of City. City's approval shall not be unreasonably withheld with respect to the
removal or assignment of non -key personnel.
5.2 Contractor, at the sole discretion of City, shall remove from the Project any of
its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete the
Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Utilities Department. City's Water Quality
Coordinator or designee shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator shall represent City in all
matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement, City
agrees to provide access to and upon request of Contractor, one copy of all existing relevant
information on file at City. City will provide all such materials in a timely manner so as not
to cause delays in Contractor's Work schedule.
8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
8.1 Contractor shall use only the standard materials described in Exhibit A in
performing Services under this Agreement. Any deviation from the materials described in
Exhibit A shall not be installed or utilized unless approved in advance and in writing by the
Project Administrator.
8.2 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the personnel required to perform the
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Services required by this Agreement, and that it will perform all Services in a manner
commensurate with community professional standards and with the ordinary degree of skill
and care that would be used by other reasonably competent practitioners of the same
discipline under similar circumstances. All Services shall be performed by qualified and
experienced personnel who are not employed by City. By delivery of completed Work,
Contractor certifies that the Work conforms to the requirements of this Agreement, all
applicable federal, state and local laws and legally recognized professional standards.
8.3 Contractor represents and warrants to City that it has, shall obtain and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all licenses,
permits, qualifications, insurance and approvals of whatsoever nature that is legally required
of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach
business license during the term of this Agreement.
8.4 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Contractor's Work promptly, or delay or faulty performance by City,
contractors, or governmental agencies.
9. RESPONSIBILITY FOR DAMAGES OR INJURY
9.1 City and all officers, employees and representatives thereof and all persons
and entities owning or otherwise in legal control of the property upon which Contractor
performs the Project and/or Services shall not be responsible in any manner for any loss or
damage to any of the materials or other things used or employed in performing the Project
or for injury to or death of any person as a result of Contractor's performance of the Services
required hereunder; or for damage to property from any cause arising from the performance
of the Project and/or Services by Contractor, or its subcontractors, or its workers, or anyone
employed by either of them.
9.2 Contractor shall be responsible for any liability imposed by law and for injuries
to or death of any person or damage to property resulting from defects, obstructions or from
any cause arising from Contractor's Work on the Project and/or Services, or the Work of any
subcontractor or supplier selected by Contractor.
9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents, volunteers,
employees, and any person or entity owning or otherwise in legal control of the property
upon which Contractor performs the Project and/or Services contemplated by this
Agreement (collectively, the "Indemnified Parties") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines,
penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees,
disbursements and court costs) of every kind and nature whatsoever (individually, a Claim;
collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly)
to any breach of the terms and conditions of this Agreement, any Work performed or
Services provided under this Agreement including, without limitation, defects in
workmanship or materials or Contractor's presence or activities conducted on the Project
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(including the negligent and/or willful acts, errors and/or omissions of Contractor, its
principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors,
anyone employed directly or indirectly by any of them or for whose acts they may be liable
or any or all of them).
9.4 Notwithstanding the foregoing, nothing herein shall be construed to require
Contractor to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce the
terms of this Agreement. This indemnity shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act as a limitation
upon the amount of indemnification to be provided by Contractor.
9.5 Contractor shall perform all Work in a manner to minimize public
inconvenience and possible hazard, to restore other work areas to their original condition
and former usefulness as soon as possible, and to protect public and private property.
Contractor shall be liable for any private or public property damaged during the performance
of the Work by Contractor or its agents.
9.6 To the extent authorized by law, as much of the money due Contractor under
and by virtue of the Agreement as shall be considered necessary by City may be retained
by it until disposition has been made of such suits or claims for damages as aforesaid.
9.7 The rights and obligations set forth in this Section shall survive the termination
of this Agreement.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis and
Contractor is not an agent or employee of City. The manner and means of conducting the
Work are under the control of Contractor, except to the extent they are limited by statute,
rule or regulation and the expressed terms of this Agreement. No civil service status or
other right of employment shall accrue to Contractor or its employees. Nothing in this
Agreement shall be deemed to constitute approval for Contractor or any of Contractor's
employees or agents, to be the agents or employees of City. Contractor shall have the
responsibility for and control over the means of performing the Work, provided that
Contractor is in compliance with the terms of this Agreement. Anything in this Agreement
that may appear to give City the right to direct Contractor as to the details of the performance
of the Work or to exercise a measure of control over Contractor shall mean only that
Contractor shall follow the desires of City with respect to the results of the Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the Work to
be performed. City agrees to cooperate with Contractor on the Project.
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12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project direction
with City's Project Administrator in advance of all critical decision points in order to ensure
the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator informed on a regular
basis regarding the status and progress of the Project, activities performed and planned,
and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement of
Work, Contractor shall obtain, provide and maintain at its own expense during the term of
this Agreement or for other periods as specified in this Agreement, policies of insurance of
the type, amounts, terms and conditions described in the Insurance Requirements attached
hereto as Exhibit C, and incorporated herein by reference.
15. PREVAILING WAGES
15.1 Pursuant to the applicable provisions of the Labor Code of the State of
California, not less than the general prevailing rate of per diem wages including legal
holidays and overtime Work for each craft or type of workman needed to execute the Work
contemplated under the Agreement shall be paid to all workmen employed on the Work to
be done according to the Agreement by the Contractor and any subcontractor. In
accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial
Relations has ascertained the general prevailing rate of per diem wages in the locality in
which the Work is to be performed for each craft, classification, or type of workman or
mechanic needed to execute the Agreement. A copy of said determination is available by
calling the prevailing wage hotline number (415) 703-4774, and requesting one from the
Department of Industrial Relations. The Contractor is required to obtain the wage
determinations from the Department of Industrial Relations and post at the job site the
prevailing rate or per diem wages. It shall be the obligation of the Contractor or any
subcontractor under him/her to comply with all State of California labor laws, rules and
regulations and the parties agree that the City shall not be liable for any violation thereof.
15.2 Unless otherwise exempt by law, Contractor warrants that no contractor or
subcontractor was listed on the bid proposal for the Services that it is not currently registered
and qualified to perform public work. Contractor further warrants that it is currently
registered and qualified to perform "public work" pursuant to California Labor Code section
1725.5 or any successor statute thereto and that no contractor or subcontractor will engage
in the performance of the Services unless currently registered and qualified to perform public
work.
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16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be provided
under this Agreement shall not be assigned, transferred contracted or subcontracted out
without the prior written approval of City. Any of the following shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued and
outstanding capital stock of Contractor, or of the interest of any general partner or joint
venturer or syndicate member or cotenant if Contractor is a partnership or joint -venture or
syndicate or cotenancy, which shall result in changing the control of Contractor. Control
means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more
of the assets of the corporation, partnership or joint -venture.
17. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Contractor shall be fully responsible to City for all acts and omissions
of any subcontractor. Nothing in this Agreement shall create any contractual relationship
between City and any subcontractor nor shall it create any obligation on the part of City to
pay or to see to the payment of any monies due to any such subcontractor other than as
otherwise required by law. City is an intended beneficiary of any Work performed by the
subcontractor for purposes of establishing a duty of care between the subcontractor and
City. Except as specifically authorized herein, the Services to be provided under this
Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out
without the prior written approval of City.
18. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing produced
(hereinafter "Documents"), prepared or caused to be prepared by Contractor, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement, shall
become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Contractor or any other party.
Contractor shall, at Contractor's expense, provide such Documents to City upon prior written
request.
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
20. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate records
with respect to the costs incurred under this Agreement and any Services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any longer
period required by law, from the date of final payment to Contractor under this Agreement.
All such records and invoices shall be clearly identifiable. Contractor shall allow a
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representative of City to examine, audit and make transcripts or copies of such records and
invoices during regular business hours. Contractor shall allow inspection of all Work, data,
Documents, proceedings and activities related to the Agreement for a period of three (3)
years from the date of final payment to Contractor under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate right
to appeal to the City Manager or his/her designee with respect to such disputed sums.
Contractor shall be entitled to receive interest on any withheld sums at the rate of return that
City earned on its investments during the time period, from the date of withholding of any
amounts found to have been improperly withheld.
22. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other contractors in connection with the Project.
23. CONFLICTS OF INTEREST
23.1 Contractor or its employees may be subject to the provisions of the California
Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1)
require such persons to disclose any financial interest that may foreseeably be materially
affected by the Work performed under this Agreement, and (2) prohibit such persons from
making, or participating in making, decisions that will foreseeably financially affect such
interest.
23.2 If subject to the Act and/or Government Code §§ 1090 et seq., Contractor shall
conform to all requirements therein. Failure to do so constitutes a material breach and is
grounds for immediate termination of this Agreement by City. Contractor shall indemnify
and hold harmless City for any and all claims for damages resulting from Contractor's
violation of this Section.
24. NOTICES
24.1 All notices, demands, requests or approvals, including any change in mailing
address, to be given under the terms of this Agreement shall be given in writing, and
conclusively shall be deemed served when delivered personally, or on the third business
day after the deposit thereof in the United States mail, postage prepaid, first-class mail,
addressed as hereinafter provided.
24.2 All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at:
Attn: Water Quality Coordinator
Utilities Department
City of Newport Beach
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100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
24.3 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attn: Richard Forsyth
Sierra Analytical Labs, Inc.
26052 Merit Circle, #104
Laguna Hills, CA 92653
25. CLAIMS
25.1 Unless a shorter time is specified elsewhere in this Agreement, before making
its final request for payment under this Agreement, Contractor shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Contractor's acceptance
of the final payment shall constitute a waiver of all claims for compensation under or arising
out of this Agreement except those previously made in writing and identified by Contractor
in writing as unsettled at the time of its final request for payment. Contractor and City
expressly agree that in addition to any claims filing requirements set forth in the Agreement,
Contractor shall be required to file any claim Contractor may have against City in strict
conformance with the Government Claims Act (Government Code sections 900 et seq.).
25.2 To the extent that Contractor's claim is a "Claim" as defined in Public Contract
Code section 9204 or any successor statute thereto, the Parties agree to follow the dispute
resolution process set forth therein. Any part of such "Claim" remaining in dispute after
completion of the dispute resolution process provided for in Public Contract Code section
9204 or any successor statute thereto shall be subject to the Government Claims Act
requirements requiring Contractor/Consultant to file a claim in strict conformance with the
Government Claims Act. To the extent that Contractor's claim is not a "Claim" as defined in
Public Contract Code section 9204 or any successor statute thereto, Contractor shall be
required to file such claim with the City in strict conformance with the Government Claims
Act (Government Code sections 900 et seq.).
26. TERMINATION
26.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period of
two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure
the default and the defaulting party fails to give adequate assurance of due performance
within two (2) calendar days after receipt of written notice of default, specifying the nature
of such default and the steps necessary to cure such default, and thereafter diligently take
steps to cure the default, the non -defaulting party may terminate the Agreement forthwith
by giving to the defaulting party written notice thereof.
26.2 Notwithstanding the above provisions, City shall have the right, at its sole and
absolute discretion and without cause, of terminating this Agreement at any time by giving
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no less than seven (7) calendar days' prior written notice to Contractor. In the event of
termination under this Section, City shall pay Contractor for Services satisfactorily
performed and costs incurred up to the effective date of termination for which Contractor
has not been previously paid. On the effective date of termination, Contractor shall deliver
to City all reports, Documents and other information developed or accumulated in the
performance of this Agreement, whether in draft or final form.
27. LABOR
27.1 Contractor shall conform with all applicable provisions of state and federal law
including, but not limited to, applicable provisions of the federal Fair Labor Standards Act
("FLSA") (29 USCA § 201, et seq.).
27.2 Whenever Contractor has knowledge that any actual or potential labor dispute
is delaying or threatens to delay the timely performance of this Agreement, Contractor shall
immediately give written notice to City, and provide all relevant information.
27.3 Contractor represents that all persons working under this Agreement are
verified to be U.S. citizens or persons legally authorized to work in the United States.
27.4 To the fullest extent permitted by law, Contractor shall indemnify, defend, and
hold harmless City, its City Council, boards and commissions, officers, agents, volunteers,
and employees from loss or damage, including but not limited to attorneys' fees, and other
costs of defense by reason of actual or alleged violations of any applicable federal, state
and local labor laws or law, rules, and/or regulations. This obligation shall survive the
expiration and/or termination of the Agreement.
28. STANDARD PROVISIONS
28.1 Recitals. City and Contractor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference.
28.2 Compliance with all Laws. Contractor shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject to
approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant or condition contained herein, whether of the same
or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
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28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either party
by reason of the authorship of the Agreement or any other rule of construction which might
otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a written
document executed by both Contractor and City and approved as to form by the City
Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange,
State of California.
28.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religious creed, color, national origin, ancestry,
physical handicap, medical condition, marital status, sex, sexual orientation, age or any
other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORN Y'S OFFICE
Date: 3
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: APR 0 7 2021
By: By:
ron C. G c Leung
ity Att ey Manager
ATTEST: CONTRACTOR: Sierra Analytical Labs,
Date: 1. I5, ��� Inc., a California corporation
Date:
By: WV V v By: r6i
Leilani I. Brown Richard X. Forsyth
City Clerk President
u
%Q-1PO RN%
Date: �l'1�i�21
By:�[ U
J�
Rebek J. Arnitz
Chief Financial�0 icer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Sierra Analytical Labs, Inc. Page 12
EXHIBIT A
SCOPE OF SERVICES
Contractor shall furnish all labor, tools, expendable equipment, materials,
transportation services necessary for the Backflow Device Testing and Repair as
described herein including, but not limited to, the following:
• Annual testing and certification of approximately three hundred and twenty-
five (325) testable backflow devices throughout the City.
• As -needed repairs, replacement and testing of devices.
WORKING HOURS
Normal working hours shall be between the hours of 7:00 a.m. and 4:30 p.m.,
Monday through Friday. No Saturday or Sunday work is to be scheduled
without prior written permission from the City, unless it is an emergency
situation.
After -Hours As -Needed Services (hereby defined as maintenance, testing,
replacement and repair services after work hours, with work hours being
Mon- Fri, 7:00am-4:30pm on non -City observed holidays).
o There may be some instances where as -needed services may be
required outside of normal work hours. Should such services be
requested, Sierra Analytical Labs must have the ability to respond
accordingly and in an expedient manner.
QUALITY OF WORK AND MATERIALS
• Contractor shall perform all Work required to be performed, and shall provide
and furnish all the labor, materials, necessary tools, expendable equipment
and all utility and transportation services necessary for the Project, including
delivery, storage and handling of products.
• All material and equipment furnished by Contractor shall be high grade, and
free from defects and imperfections, unless otherwise hereinafter specified.
Workmanship shall be in accord with the best standard practices. Both
materials and workmanship shall be subject to the approval of the Project
Administrator.
• All work shall be performed in accordance with the HIGHEST INDUSTRY
STANDARDS, as stated in the specifications described herein. Standards
and frequencies may be modified from time to time as deemed necessary by
the City for the proper maintenance of the sites.
• If, in the judgment of the City, the quality of work is less than that specified
herein, the City shall, at its option, in addition to or in lieu of other remedies
provided herein, withhold appropriate payment from Contractor until services
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are rendered in accordance with specifications set forth within this document
and providing no other arrangements have been made between Contractor
and the City. Failure to notify of a change and/or failure to perform an item
or work on a scheduled day may, at the City's sole discretion, result in
deduction of payment for that date, week, or month. Payment will be retained
for work not performed until such time as the work is performed to City
standard.
CERTIFICATION AND QUALIFICATIONS
Contractor must have a current tester certification from Orange County
Environmental Health (County Health Department) to test backflow prevention
devices in the City of Newport Beach.
SAFETY REQUIREMENTS
All work performed under this contract shall be performed in such a manner
as to provide maximum safety to the public and where applicable comply with
all safety standards required by CAL -OSHA. The City reserves the right to
issue restraint or cease and desist orders to the Contractor when unsafe or
harmful acts are observed or reported relative to the performance under this
contract. All Contractor employees shall have access to a W.A.T.C.H. (Work
Area Traffic Control Handbook) at all times.
• Contractor's field personnel shall wear easily recognizable uniforms
containing Contractor's name. Contractor shall be responsible for supplying
all appropriate personal protective equipment including but not limited to
safety vests, safety shoes and reflective vests.
• Contractor shall maintain all work sites free of hazards to persons and/or
property resulting from his/her operations. Any hazardous condition noted by
Contractor, which is not a result of their operations, shall be immediately
reported to the City.
• Warning signs, lights, and devices shall be installed and displayed in
conformity with "The California Manual on Uniform Traffic Devices" for use
in performance of work upon highways issued by the State of California,
Department of Transportation.
• Contractor's employees shall be trained in health and safety per CALOSHA.
TESTING AND INSPECTION SERVICES
Contractor shall properly inspect, certify, replace and repair any and all
backflow devices as specified by the Project Administrator and in
accordance with City of Newport Beach Municipal Code Chapter 14.10.
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• Contractor shall provide labor, transportation/travel, equipment and
materials necessary to properly test and certify backflow devices, unless
otherwise specified by the Project Administrator.
• Contractor shall deliver test reports to all proper parties as specified by
the Project Administrator.
• Contractor shall orchestrate with Project Administrator and each
department facility a time in which water shut-off shall not affect
operations.
• All fire services shall be put on test for the period of testing with the fire
alarm company.
ANNUAL SCHEDULE
• Contractor shall provide annual testing and certification of approximately
three hundred and twenty-five (325) testable backflow devices
throughout the City, with some located in neighboring water service
areas (Irvine Ranch Water District, City of Fountain Valley, and Mesa
Water District).
Upon verbal or written request from the Project Administrator, Contractor
shall begin yearly testing and certification of City backflow devices.
• Annual testing of City of Newport Beach backflows shall begin in the month
of July and be completed prior to December 31St, and backflow devices
outside the city's service area on an as -needed basis.
AS -NEEDED SERVICES
• If a backflow device requires additional repairs outside of the basic repair
kit (i.e. replacement of valves or device itself) Contractor shall inform the
Project Administrator. At that time the project administrator may request a
letter proposal for the additional work.
When the need for as -needed services arises, the City shall request in
writing, the necessary maintenance repair services required in adequate
detail. Contractor shall then provide a letter proposal for Services requested
by the City (hereinafter referred to as the "Letter Proposal"). The Letter
Proposal shall include thefollowing:
o A detailed description of the Services to be provided;
o The estimated number of hours and cost to complete the Services; and
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o The time needed to finish the specific Project.
• City will assess the Letter Proposal to ensure that Services and costs
proposed are commensurate with those provided in the Schedule of
Billing Rates.
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EXHIBIT B
SCHEDULE OF BILLING RATES
SERVICE
DESCRIPTION
UNIT OF MEASURE
I PRICE
Backflow Device
Test & Certification
Must include ALL items necessary for
completion of services, including labor,
Per Test
$30.00
transportation, any and all travel, and
delivery of test reports
As -Needed Repair
Labor rate for as -needed or on-call
or Replacement -
repairs or replacements of backflow
Per Hour
$75.00
Regular Hours
devices
As -Needed Repair
Minimum labor charge or number of
$75.00
or Replacement -
hours per callout
Minimum amount or
or 1.0
Regular Hours
hours
Hour
As -Needed Repair
Labor rate for as -needed or on-call
or Replacement -
repairs or replacements of backflow
Per Hour
$125.00
AFTER Hours
devices AFTER hours
As -Needed Repair
Minimum labor charge or number of
hours per callout, AFTER hours
Minimum amount or
$125.00
or Replacement -
hours
or 1.0
AFTER Hours
Hour
Sierra Analytical Labs, Inc. Page B-1
EXHIBIT C
INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and
prior to commencement of Work, Contractor shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Contractor
agrees to provide insurance in accordance with requirements set forth here. If
Contractor uses existing coverage to comply and that coverage does not meet
these requirements, Contractor agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers, employees, and
any person or entity owning or otherwise in legal control of the property
upon which Contractor performs the Project and/or Services
contemplated by this Agreement.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance and, if necessary, umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, products -completed
operations, personal and advertising injury, and liability assumed under an
insured contract (including the tort liability of another assumed in a business
contract).
C. Automobile Liability Insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Contractor
Sierra Analytical Labs, Inc. Page C-1
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers,
employees, and any person or entity owning or otherwise in legal control of
the property upon which Contractor performs the Project and/or Services
contemplated by this Agreement or shall specifically allow Contractor or
others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to a loss. Contractor hereby waives its
own right of recovery against City, and shall require similar written express
waivers from each of its subcontractors.
B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess liability, pollution liability, and
automobile liability, if required, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers,
employees, and any person or entity owning or otherwise in legal control of
the property upon which Contractor performs the Project and/or Services
contemplated by this Agreement shall be included as insureds under such
policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
Sierra Analytical Labs, Inc. Page C-2
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Contractor shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Contractor sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Contractor shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Contractor shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as CG
20 38 04 13.
D. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Contractor maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Contractor. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
F. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
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retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
G. City Remedies for Non -Compliance. If Contractor or any subcontractor fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Contractor's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Contractor or reimbursed
by Contractor upon demand.
H. Timely Notice of Claims. Contractor shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
Contractor's Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
Sierra Analytical Labs, Inc. Page C-4
Mulvey, Jennifer
Subject: FW: Compliance Alert -Vendor Number FV00000442
-----Original Message -----
From: Customer Service <customerservice@ebix.com>
Sent: Wednesday, July 14, 20215:56 PM
To: Rosenbaum, Joshua<jrose nbaum@newportbeachca.gov>; Insurance <insurance@newportbeachca.gov>
Cc: sagar@ebix.com
Subject: Compliance Alert -Vendor Number FV00000442
[EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe.
This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate of
insurance requirements. FV00000442 Sierra Analytical Labs, Inc
Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.