HomeMy WebLinkAboutC-7002-1 - On-Call MSA for Sewer Roach ControlN
AMENDMENT NO. ONE TO
V ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT
WITH GOLDEN BELL PRODUCTS, INC. FOR
SEWER COCKROACH CONTROL SERVICES
THIS AMENDMENT NO. ONE TO ON-CALL MAINTENANCE/REPAIR
SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this
30th day of July, 2020 ("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 N.
Batavia St., Orange, CA 92867, and is made with reference to the following:
RECITALS
A. On August 1, 2017, City and Contractor entered into an On -Call
Maintenance/Repair Services Agreement ("Agreement') to engage Contractor to
perform on-call maintenance and/or repair services for City ('Project').
B. The parties desire to enter into this Amendment No. One to reflect additional
Services not included in the Agreement, extend the term of the Agreement to July
31, 2022, increase the total compensation, update the Schedule of Billing Rates
and Insurance requirements, and amend the Administration, Conflicts of Interest,
Notices and Claims sections.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on July 31, 2022, unless terminated earlier as set forth herein."
SERVICES TO BE PERFORMED
Exhibit A to the Agreement shall be amended in its entirety and replaced to include
the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference
("Services" or "Work"). The City may elect to delete certain Services within the Scope of
Services at its sole discretion.
3. COMPENSATION TO CONTRACTOR
Exhibit B to the Agreement shall be amended in its entirety and replaced to include
the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by
reference ("Services" or "Work").
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "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 Thousand Dollars and 00/100
($70,000.00), without prior written amendment to the Agreement."
The total amended compensation reflects Contractor's additional compensation for
additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed
Twenty Five Thousand Dollars and 00/100 ($25,000.00).
4. ADMINISTRATION
Section 6 of the Agreement shall be amended in its entirety and replaced with the
following: "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."
5. CONFLICTS OF INTEREST
Section 24 of the Agreement is amended in its entirety and replaced with the
following:
"24.1 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 sea., 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.
24.2 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."
Golden Bell Products, Inc. Page 2
NOTICES
Section 25 of the Agreement is amended in its entirety and replaced with the
following:
"25.2 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
25.3 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attn: Michelle Webster
Golden Bell Products, Inc.
952 N. Batavia St.
Orange, CA 92867"
7. CLAIMS
Section 26 of the Agreement is amended in its entirety and replaced with the following:
"26.1 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.).
"26.2 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
Golden Bell Products, Inc. Page 3
shall be required to file such claim with the City in strict conformance with the Government
Claims Act (Government Code sections 900 et seq.)."
8. INSURANCE
Exhibit C of the Agreement shall be deleted in its entirety and replaced with Exhibit
C, attached hereto and incorporated herein by reference. Any reference to Exhibit C in
the Agreement shall hereafter refer to Exhibit C attached hereto.
9. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Golden Bell Products, Inc. Page 4
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 10' 2-CA/%20
By: `P-,, .dor
Aaron C. Harp
City Attorney Hca
ATTEST:
Date: (, 13, awl
By: 4"- j
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a Californiamunicipal corporation
Date: //� �' ?.a
Mark Vukoj46vic
Utilities Director
CONTRACTOR:
GOLDEN BELL PRODUCTS, INC., a
California corporation
Date: �yL5I.9Dao
Murrill Golden Adams
Chief Executive Officer
Date: 11 Is l a()ao
By: 0Z& -'Z4—
Marilyn 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 5
EXHIBIT A
SCOPE OF SERVICES
Golden Bell Products Inc. Page A-1
SCOPE OF SERVICES
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 feet or less, with an approximate area of 100 square
feet per manhole.
■ Will 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..
Covers that are damaged or will not reseat properly will be immediately
reported to City.
• 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 retreated by Contractor at no
additional charge or obligation to City. Contractor will retreat 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 quarter section maps indicating exact locations of manholes to
be treated, street names and smart cover locations.
• City will make accessible all designated manholes to be coated. If not accessible
by service truck 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 notice 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
■ The cost of additional non -City permits and/or licenses, other than those
already required bythe state, required within City limits to perform work within
City limits to perform work within that City will not be assumed by the City.
WORKING HOURS
o Normal working hours shall be between the hours of 7:00 a.m. and 5:30 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.
• 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.
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.
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 CAL OSHA
EXHIBIT B
SCHEDULE OF BILLING RATES
Golden Bell Products, Inc. Page B-1
Exhibit B
Schedule of Billing Rates
Pricing for less than 1,000 manholes per Letter Proposal is $25.00 each.
Pricing for more than 1,000 manholes per Letter Proposal is $23.50 each.
Example: Pricing for 300 manholes at $25.00 each is $7,500.00
(This is a service- no Sales Tax)
" There is a 150 manhole minimum for all Letter Proposals.
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.
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.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
Golden Bell Products, Inc. Page C-2
(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 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.
Golden Bell Products, Inc. Page C-3
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
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This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate
of insurance requirements. FV00000066 Golden Bell Products, Inc.
Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.
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Date:
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Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.
t
�J
ON-CALL SERVICES AGREEMENT
�j WITH GOLDEN BELL PRODUCTS, INC. FOR
SEWER ROACH CONTROL
THIS ON-CALL SERVICES AGREEMENT ("Agreement") is made and entered
into as of this 10th day of November, 2015 ("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
1200 North Jefferson Street, Suite M, Anaheim, California 92807, 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 for City ("Project").
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide pesticide application 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:
TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on July 31, 2017, 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 Thirty Five Thousand Dollars and 00/100
($35,000.00), 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
Golden Bell Products, Inc. Page 2
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.
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 Municipal Operations Department.
City's Operations Support Superintendent 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.
Golden Bell Products, Inc. Page 3
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 highest industry standards. 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 and all applicable federal, state and local laws and the industry standard.
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,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
Golden Bell Products, Inc. Page 4
(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.
Golden Bell Products, Inc. Page 5
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. 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.
16. 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
Golden Bell Products, Inc. Page 6
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.
17. 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.
18. 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.
19. 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.
20. 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.
Golden Bell Products, Inc. Page 7
21. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other contractors in connection with the Project.
22. CONFLICTS OF INTEREST
22.1 Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
22.2 If subject to the Act, Contractor shall conform to all requirements of the
Act. 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.
23.1 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.
23.2 All notices, demands, requests or approvals from Contractor to City shall
be addressed to City at:
Attn: Project Manager
Municipal Operations Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
23.3 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attn: Michelle Webster
Golden Bell Products, Inc.
1200 N. Jefferson St Ste. M
Anaheim, CA 92807
24. 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
Golden Bell Products, Inc. Page 8
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. TERMINATION
25.1 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.
25.2 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.
26. LABOR
26.1 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.).
26.2 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.
26.3 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.
26.4 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'
Golden Bell Products, Inc. Page 9
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.
27. STANDARD PROVISIONS
27.1 Recitals. City and Contractor acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference.
27.2 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.
27.3 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.
27.4 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.
27.5 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.
27.6 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.
27.7 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.
27.8 Severabilitv. 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.
27.9 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.
Golden Bell Products, Inc. Page 10
27.10 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.
27.11 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.
27.12 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 ATTnRNf,,Y'S OFFICE
Date: 0
B w,�
Y
Aaron C. Harp
City Attorney
ATTEST:
Date:
By:
Lei ani 11brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: /;—?- —i.5
By"
r urdo
Municipal Operations Director
CONTRACTOR: Golden Bell Products,
Inc., a California corporation
Date: fV V za, 2015
-I
MIR�.
AdamsIN I
Murrill
President
Date: N&V '69'3, 9ZD /6 -
By:
Marilyn Adarffs
Treasurer
[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
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of
On 1�1�v c��Y11�c�� 2 , 20I Li before
Notary Public, personally appeared Morrl I I POoffl-� curl
who proved to me on the basis of satisfactory evidence to be t on h s
, &s are subscribed to within instrume r�c�nowledged to me tYia�Ratare—sff'T'on
x� e�
the same in a the' uthorize ca city ies sand that by bis eWWtheir the
instrument th son the entl y upon behalf of which person(s cted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragj;qph is true and correct.
WITINESS mvlhartd and official seal.
gnature
FALEMEI TUIPULOTU
• � Commission 4E 2037240
Z .d Notary Public - California z
Z ' Orange County a
My Comm. Expires Aug 16, 2017
(seal)
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of }ss.
On 20 before me,
Notary Public, personally appeared
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (seal)
Golden Bell Products, Inc.
EXHIBIT A
SCOPE OF SERVICES
1. DUTIES AND RESPONSIBILITIES
INTENT
o The intent of this Request for Proposal is to select and enter into an
agreement with Golden Bell Products, Inc. for sewer roach control services
for a term of two (2) years.
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.
• WORKING HOURS
o Normal working hours shall be between the hours of 7:00 a.m. and 5:30
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.
• 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 All material and equipment furnished by the 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.
o 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.
o 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 the Contractor until
services are rendered in accordance with specifications set forth within this
Golden Bell Products, Inc. Page A-1
document 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 City standard.
• 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 as set forth in the specifications.
RESPONSIBILITY FOR DAMAGES OR INJURY
c Any damage done by Contractor outside the area and scope of the work of
the contract shall be repaired or replaced as directed at no additional cost
to the City.
o 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.
o 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,
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,
Golden Bell Products, Inc. Page A-2
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).
PROJECT ADMINISTRATION
o Based on the results of this solicitation process, the City will enter into a
two- year on-call contract with the highest -qualified contractor(s). On-call
contracts do not guarantee or imply any specific quantity of work over the
proposed two year contract period. When the need for services arises,
the City shall request either verbally or in writing, the requested services
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 the following:
• A detailed description of the Services to be provided;
• The position of each person to be assigned to perform the
services, and the name of the individuals to be assigned, if
available;
• The estimated number of hours and cost to complete the Services;
and
• The time needed to finish the specific Project
o City will assess the Letter Proposal to ensure that services and costs
proposed are commensurate with those provided in the Contractor's RFP
response. No Services shall be provided until the City has provided written
acceptance of the Letter Proposal. Once authorized to proceed,
Contractor shall diligently perform the duties in the approved Letter
Proposal.
o 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 Proposal.
• RECORDS
o 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,
Golden Bell Products, Inc. Page A-3
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.
CORRESPONDENCE
o All correspondence shall be addressed to Operations Support Manager,
Municipal Operations Department, City of Newport Beach, and PO Box
1768, Newport Beach, California 92658-8915.
• 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.
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.
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-4
2. TECHNICAL SPECIFICATIONS
Golden Bell Products to perform the following items:
• Apply an approved product for sewer roach control application in sanitary
manholes.
• Treat to depth of eight (8) feet or less, with an approximate area of 100 square
feet per manhole.
• Will 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.
• 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.
• 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 retreated by Golden Bell Products at no additional
charge or obligation to Customer. Golden Bell Products will retreat any manhole
which inspections report live roaches within fourteen (14) calendar days after
notification; providing more than 50 live roaches are found inside the manhole
during two inspections occurring two days apart.'
Will report number of manholes treated when submitting billing invoices. Golden
Bell Products 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 and warranty
information.
• Customer will supply quarter section maps indicating exact locations of manholes
and cleanouts.
Customer will make accessible all designated manholes to be coated. If not
accessible Golden Bell Products will notify Customer.
Customer will provide inspection and assistance where necessary.
• No more than 60 calendar days will elapse between date of notice to proceed
and completion of the application. A reasonable time for potentially unfavorable
weather will be mutually agreed upon by Customer and Golden Bell Products
• Requirements may be added or deleted from the above Scope of Work, however
these must be agreed upon by both parties prior to the commencement of work.
The cost of additional 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-5
EXHIBIT B
SCHEDULE OF BILLING RATES
Pricing for less than 1000 manholes is $22.00 each.
Pricing for more than 1000 manholes is $20.50 each.
Example: Pricing for 300 manholes @$22.00 each is $6,600.00.
(This is a service - no Tax)
* There is a 150 manhole minimum for all jobs
Golden Bell Products, Inc. Page B-1
EXHIBIT C
INSURANCE REQUIREMENTS —SERVICES AGREEMENT
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 officers,
agents, employees and volunteers.
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 one
million dollars ($1,000,000) in the aggregate per policy period. Claims -
made policies require a 10 -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 elected or appointed officers, agents, officials, employees
and volunteers 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 subconsultants.
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 and its officers, officials, employees, and agents shall be included as
insureds under such policies.
C. Primary and Non Contributor/. 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. 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,
Golden Bell Products, Inc. Page C-3
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 subconsultant
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.
K 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 Contract, 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.
I. 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
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach.'
Date Received: 10/15/15 Dept./Contact Received From: Joan
Date Completed: 11/24/15 Sent to: Joan By: Chris
Company/Person required to have certificate: Golden Bell Products, Inc.
Type of contract: All Other
I. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 10/25/15 to 10/25/16
A.
INSURANCE COMPANY: Underwriters at Lloyd's London (IL)
B.
AM BEST RATING (A-: VII or greater): NR
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
Is Company admitted in California?
❑ Yes ® No
D.
LIMITS (Must be $1M or greater): What is limit provided?
$1,000,000 / $2,000,000
E.
ADDITIONAL INSURED ENDORSEMENT— please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
N/A
not apply to Waste Haulers or Recreation)
® Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
Haulers only):
COMPLETED OPERATIONS ENDORSEMENT (completed
❑ Yes
❑ No
Operations status does not apply to Waste Haulers)
® Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
H. NOTICE OF CANCELLATION:
❑ N/A
its officers, officials, employees and volunteers): Is it
❑ No
included?
® Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
® Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording?
❑ Yes ® No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
II. AUTOMOBILE
LIABILITY
EFFECTIVE/EXPIRATION DATE: 10/14/15 to 10/14/16
A. INSURANCE COMPANY: Mercury Casualty Company
B. AM BEST RATING (A-: VII or greater) A+: XIII
C. ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
® Yes
❑ No
D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
$1,000,000
E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only):
® N/A
❑ Yes
❑ No
G. HIRED AND NON -OWNED AUTO ONLY:
❑ N/A
❑ Yes
® No
H. NOTICE OF CANCELLATION:
❑ N/A
® Yes
❑ No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 10/4/15 to 10/4/16
A. INSURANCE COMPANY: State Compensation Insurance Fund
B. AM BEST RATING (A-: VII or greater):
C. ADMITTED Company (Must be California Admitted): ❑ Yes ❑ No
D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No
E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) $1,000,000
F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No
H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved:
u/z4/15
Agent of Alliant Insurance Services C
Broker of record for the City of Newport Beach
® N/A ❑ Yes ❑ No
❑ N/A ® Yes ❑ No
® N/A ❑ Yes ❑ No
® Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _;
Self Insured Retention or Deductible greater than $ ) ❑ NIA ® Yes ❑ No
Reason for Risk Management approval/exception/waiver:
General Liability carrier is non -admitted RM approval required Approved by Sheri 11-4-13
Approved:
Risk Management Date
* Subject to the terms of the contract.