HomeMy WebLinkAboutC-7002-3 - On-Call M/RSA for Sewer Cockroach Control ServicesON -CALL MAINTENANCE/REPAIR SERVICES AGREEMENT
WITH GOLDEN BELL PRODUCTS, INC. FOR
SEWER COCKROACH CONTROL SERVICES
THIS ON -CALL MAINTENANCE/REPAIR SERVICES AGREEMENT
("Agreement") is made and entered into as of this 1st day of August, 2022 ("Effective
Date"), by and between the CITY OF NEWPORT BEACH, a California municipal
corporation and charter city ("City"), and GOLDEN BELL PRODUCTS, INC., a California
corporation ("Contractor"), whose address is 952 North Batavia Street, Orange,
California 92867, 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 on -call maintenance and/or repair
services for City sewer cockroach control services ("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 July 31, 2027, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Contractor shall perform the on -call services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). Upon written request from the Project Administrator as defined herein,
Contractor shall provide a letter proposal for Services requested by the City (hereinafter
referred to as the "Letter Proposal"). The Letter Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided;
2.1.2 The position of each person to be assigned to perform the
Services, and the name of the individuals to be assigned, if available;
and
2.1.3 The estimated number of hours and cost to complete the Services;
2.1.4 The time needed to finish the specific project.
2.2 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall
diligently perform the duties in the approved Letter Proposal.
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 and the Letter Proposal. 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 and the Letter
Proposal, 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 Letter Proposal
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 Seventy Five Thousand Dollars and 00/100
($75,000.00), 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
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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.
4.3 City shall reimburse Contractor only for those costs or expenses
specifically identified in Exhibit B to this Agreement and the Letter Proposal, 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
and the Letter Proposal.
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 Michelle Webster 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 Utilities
Manager 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.
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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 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 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 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, 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, and employees (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,
Golden Bell Products, Inc. Page 4
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 (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.
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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.
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 If any of the Work contemplated under the Agreement is considered a
"public work", pursuant to the applicable provisions of the Labor Code of the State of
California, including but not limited to Section 1720 et seq., not less than the general
prevailing rate of per diem wages including legal holidays and overtime Work for each
craft or type of workman shall be paid to all workmen employed on such. 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 In such event, 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
Golden Bell Products, Inc. Page 6
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.
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 and the Letter Proposal. 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.
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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 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
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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: Utilities Manager
Utilities Department
City of Newport Beach
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: Michelle Webster
Golden Bell Products, Inc.
952 North Batavia Street
Orange, CA 92867
25. CLAIMS
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.).
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.
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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 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
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herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
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]
Golden Bell Products, Inc. Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation
Date: `?/t` 2Z Date: 2 Z
e
r / n C. Harp 11'9 W Mark Vukojevic
Ci Attorney Director, Utilities Department
ATTEST:
Date:, 909a
In
ENSTRW
:.
City Clerk
CONTRACTOR: Golden Bell Products,
Inc., a California corporation
Date: 77,2 c 0 ? l7 2 7
Bye'
Murrill G. Adams
President
Date:_ZJ_X� '`_-1,
Marilyn M. Adams
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Golden Bell Products, Inc. Page 12
EXHIBIT A
SCOPE OF SERVICES
SEWER COCKROACH CONTROL SERVICES
GOLDEN BELL PRODUCTS, INC.
DUTIES AND RESPONSIBILITIES
• INTENT
o For Contractor to provide sewer roach control services in sanitary
manholes on an on -call, as needed basis.
• DESCRIPTION OF PROJECT
o Furnish all labor, tools, expendable equipment, materials, transportation
services necessary for the sewer roach control services as described
herein including, but not limited to, the following:
■ Golden Bell Products to provide all labor, material and supplies
required to coat sanitary sewer manholes with INSECTA,
insecticidal latex coating for sewer roach control.
o Technical Specifications:
• Apply an approved product for sewer roach control application in
sanitary manholes.
• Treat to depth of seven (7) feet or less, with an approximate area of
100 square feet per manhole.
• Prepare and treat according to manufacturer's specifications for
preparation instructions.
• Apply coating based on the manufacturers recommended label
rates, five (5) manholes per gallon, not to exceed three (3) pints per
manhole.
■ Remove existing sewer manhole covers, scape clean the inside of
the cover area, spray Insecta, reseat the cover and mark the
reinstalled cover with a painted white line extending from the manhole
cover to the adjoining pavement, indicating that the cover has been
reseated properly and firmly. Liability for damage caused by covers
that have been reinstalled and marked is limited to 24 hours. Covers
that are damaged or will not reseat properly will be immediately
reported to the customer. Customer assumes all liability for damages
caused by covers that fail to properly reseat.
Golden Bell Products, Inc Page A-1
• Mark each manhole cover with an identifying white dot after being
treated.
• Provide proper supervision at the job site during all phases of Work.
• Be responsible for coordinating the Work to be done. Work will
take place in accessible alleys, parking lots, and streets.
• Warranty and Guarantee the application for Two (2) full years from
the date of treatment. If more than 50 living roaches are found in a
manhole during the warranty period, the manhole must then be re-
treated by Contractor at no additional charge or obligation to City.
Contractor will re -treat any manhole which inspections report live
roaches within fourteen (14) calendar days after acceptance of a Letter
Proposal by City; providing more than 50 live roaches are found inside
the manhole during two inspections occurring two days apart.
• Report number of manholes treated when submitting billing
invoices. Contractor will indicate in writing on each quarter section
map, the number of manholes treated, applicators name initials with
the date of completion. This will serve as the record of application for
the necessary agencies, including the Orange County Sanitation
District, and warranty information.
• City will supply paper quarter section maps indicating exact
locations of manholes and cleanouts. Golden Bell Products will not be
responsible for any damage to unidentified smart covers.
• City will make accessible all designated manholes to be coated. If
not, accessible Contractor will notify City.
• City will provide inspection and assistance where necessary, as set
forth in a Letter Proposal accepted by City.
• No more than 60 calendar days will elapse between date of
acceptance of Letter Proposal by City and completion of the Work. A
reasonable time for potentially unfavorable weather will be mutually
agreed upon by City and Contractor.
■ Requirements may be added or deleted from the above Scope of
Work; however, these shall be agreed upon by both parties prior to the
commencement of work.
• The cost of additional non -City issued permits and/or licenses,
other than those already required by the State, required within City
limits to perform work within that City will be assumed by the City.
Golden Bell Products, Inc Page A-2
• WORKING HOURS
o 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.
• QUALITY OF WORK AND MATERIALS
o The 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.
o If, in the judgment of the City, the quality of work is less than that specified
in the Agreement, the City shall, at its option, in addition to or in lieu of
other remedies provided herein, withhold appropriate payment from the
Contractor until services are rendered in accordance with specifications set
forth in the Agreement and providing no other arrangements have been
made between the 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 standards set forth in the Agreement.
• WORKMANSHIP AND SUPERVISION
o Contractor shall designate a Project Manager to serve as the main contact
for the Contractor throughout the project. The Project Manager shall have
the authority to handle and resolve any contract disputes with the City and
be experienced in sewer manhole cockroach treatments.
o All work shall meet with the approval of the City's designated Project
Administrator. Any specific problem area which does not meet the
conditions of the specifications set forth herein shall be called to the
attention of the Contractor's Project Manager and if not corrected, payment
to the Contractor will not be made until condition is corrected in a
satisfactory manner.
o Contractor maintains that the Insecticidal -latex coating is not a repellent
and therefore, will not repel roaches. They must rest on it to eliminate
them! Insecta is not a spot treatment product: for warranty to be in effect
and for the best results all manholes must be treated in the same area of
the sewer system.
• RESPONSIBILITY FOR DAMAGES OR INJURY
o Any damage done by Contractor outside the area and scope of the Work of
a Letter Proposal accepted by City shall be repaired or replaced as
directed by the City's Project Administrator at no additional cost to the City.
Golden Bell Products, Inc Page A-3
• SAFETY REQUIREMENTS
o 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 shall provide traffic control and access in accordance with
Section 7-10 of the State Standard Specifications and the latest edition
of the Work Area Traffic Control Handbook (WATCH), as published by
Building News, Inc.
■ Traffic control and detours shall at a minimum meet the following
requirements:
• Emergency vehicle access shall be maintained at all times.
• The locations and wordings of all barricades, signs,
delineators, lights, warning devices, parking restrictions,
and any other required details shall ensure that all
pedestrian and vehicular traffic will be handled in a safe
manner with a minimum of inconvenience to the public.
• All advanced warning sign installations shall be
reflectorized and/or lighted.
• Traffic signal system shutdown or planned "red flash" shall
be limited to 4-hour periods between the hours of 9:00 a.m.
and 3:00 p.m. on weekdays (Monday through Thursday),
except as authorized by the Project Administrator.
• "STOP AHEAD" and "STOP" signs shall be furnished by the
Contractor and shall conform to the provisions in Section
12-3.06, "Construction Area Signs," of the State Standard
Specifications except that the base material for the signs
shall not be plywood. Two "STOP AHEAD" signs and two
"STOP" signs shall be placed for each direction of traffic.
Locations of the signs shall be per the WATCH manual.
o 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.
Golden Bell Products, Inc Page A-4
o The Contractor shall maintain all work sites free of hazards to persons
and/or property resulting from his/her operations. Any hazardous condition
noted by the Contractor, which is not a result of his/her operations, shall be
immediately reported to the City.
o 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.
o Contractor's employees shall be trained in health and safety per
CALOSHA.
Golden Bell Products, Inc Page A-5
EXHIBIT B
SCHEDULE OF BILLING RATES
SEWER COCKROACH CONTROL SERVICES
GOLDEN BELL PRODUCTS, INC.
Pricing per Manhole Application Costs:
1) For less than 1,000 manholes, is $26.00 per manhole
2) For more than 1,000 manholes, is $24.50 per manhole
(This is a service - no Sales Tax)
*There is a 150 manhole minimum for all jobs.
Golden Bell Products, 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 and employees.
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
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
Golden Bell Products, Inc Page C-1
vehicles, in an amount not less than One Million Dollars ($1,000,000)
combined single limit each accident.
D. Pollution Liability Insurance. If required, Contractor shall maintain a policy
providing contractor's pollution liability ("CPL") coverage with a total limit of
liability of no less than One Million Dollars ($1,000,000) per loss and Two
Million Dollars ($2,000,000) in the aggregate per policy period. Claims -
made policies require a 5-year extended reporting period. The CPL policy
shall include coverage for cleanup costs, third -party bodily injury and
property damage, including loss of use of damaged property or of property
that has not been physically injured or destroyed, resulting from pollution
conditions caused by contracting operations. Coverage as required in this
paragraph shall apply to sudden and non -sudden pollution conditions
resulting from the escape or release of smoke, vapors, fumes, acids,
alkalis, toxic chemicals, liquids, or gases, waste materials, or other
irritants, contaminants, or pollutants. The CPL shall also provide coverage
for transportation and off -Site disposal of materials. The policy shall not
contain any provision or exclusion (including any so-called "insured versus
insured" exclusion or "cross -liability" exclusion) the effect of which would
be to prevent, bar, or otherwise preclude any insured or additional insured
under the policy from making a claim which would otherwise be covered
by such policy on the grounds that the claim is brought by an insured or
additional insured against an insured or additional insured under the
policy.
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 and employees 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 and employees 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.
Golden Bell Products, Inc Page C-2
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 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
CG20380413.
Golden Bell Products, Inc Page C-3
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
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.
Golden Bell Products, Inc Page C-4
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation
Date: '? i Z Date:
By: Aje>t A r) By:
r n d. Harp ��'9 /=y Mark Vukojevic
CjW Attorney ( Director, Utilities Department
ATTEST:
Date:
in
Leilani I. Brown
City Clerk
CONTRACTOR: Golden Bell Products,
Inc., a California corporation
Date:
By:
Murrill G.
President
Date:
Adams
By:
Marilyn M. Adams
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Golden Bell Products, Inc. Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORMA: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation
Date: -? j i %Z Z Date:
By: 0,A A By:
r n . Harp 1111/W Mark Vukojevic
Ci Attorney I Director, Utilities Department
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
CONTRACTOR: Golden Bell Products,
Inc., a California corporation
Date:
By:
Murrill G. Adams
President
Date:
By:
Marilyn M. Adams
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
Golden Bell Products, Inc. Page 12
Mulvey, Jennifer
Subject: FW: Contract
From: Rosenbaum, Joshua <josenbaum@newportbeachca.gov>
Sent: September 22, 2022 1:32 PM
To: Mulvey, Jennifer <JMuIvey@newportbeachca.gov>
Subject: RE: Contract
Hi Jennifer,
No worries, I understand. Please see the attached screenshot from their EBIX account, taken at 1:30pm today.
O'olde" Bell PrALIC S Inc
J Z H Eaf-�;Ja Street Orange -','`.
Currenth, in C-crnpliance
Thanks,
Josh
From: Mulvey, Jennifer <JMulvey@newwportbeachca.gov>
Sent: September 22, 2022 1:20 PM
To: Rosenbaum, Joshua < rose nbaurn @newportbeachca.gov>
Subject: Contract
Hi Josh,
Unfortunately, when we have a new contract, even if it is with someone we already use. I still need a new Ebix
confirmation for the new contract, so can I get you to work with Golden Bell for that updated insurance confirmation?
Thanks,
�mm a"T
Administrative Speaa6.st to the City (,Jerk
Thr -:ity of N—port Reach
100 (Avic , entei Dr N n,port Beach- C;A 92660
gay-odd-3005
1