HomeMy WebLinkAboutC-10106-1 - M/RSA for Parks and Roadside Blow-On MulchMAINTENANCE/REPAIR SERVICES AGREEMENT
WITH A G ORGANICS, INC. FOR
PARKS AND ROADSIDE BLOW -ON MULCH
THIS MAINTENANCE/REPAIR SERVICES AGREEMENT ("Agreement") is made
and entered into as of this 5th day of December, 2025 ("Effective Date"), by and between
the CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City"), and A G Organics, Inc., a California corporation ("Contractor"), whose address is
15221 Cayuse Ct, Riverside, CA 92506, and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to perform maintenance and/or repair services
for City ("Project").
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the maintenance and/or repair services described in this
Agreement.
D. Contractor has examined the location of all proposed work, carefully reviewed and
evaluated the specifications set forth by City for the Project, is familiar with all
conditions relevant to the performance of services, and has committed to perform
all work required for the compensation specified in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
The term of this Agreement shall commence on the Effective Date, and shall
terminate on December 31, 2026, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Contractor shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). As a material inducement to City entering into this Agreement, Contractor
represents and warrants that Contractor is a provider of first class work and Contractor is
experienced in performing the Work contemplated herein and, in light of such status and
experience, Contractor covenants that it shall follow community professional standards
with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances, in performing
the Work required hereunder, and that all materials will be of good quality.
2.2 Contractor shall perform all Work required to be performed, and shall
provide and furnish all the labor, materials, necessary tools, expendable equipment and
all utility and transportation services necessary for the Project.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Contractor shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Contractor to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Contractor shall not be responsible for
delays due to causes beyond Contractor's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein, not later than two (2) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Contractor's control.
3.4 For all time periods not specifically set forth herein, Contractor shall respond
in the most expedient and appropriate manner under the circumstances, by fax, hand -
delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a fixed fee basis in accordance
with the provisions of this Section and the Schedule of Billing Rates attached hereto as
Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no
rate changes shall be made during the term of this Agreement without the prior written
approval of City. Contractor's compensation for all Services performed in accordance
with this Agreement, including all reimbursable items, shall not exceed Seventy Four
Thousand Nine Hundred Sixty Seven Dollars and 90/100 ($74,967.90), without prior
written amendment to the Agreement.
4.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name and/or
classification of employee who performed the Work, a brief description of the Services
performed and/or the specific task in the Scope of Services to which it relates, the date
the Services were performed, the number of hours spent on all Work billed on an hourly
basis, and a description of any reimbursable expenditures. City shall pay Contractor no
later than thirty (30) calendar days after approval of the monthly invoice by City staff.
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4.3 City shall reimburse Contractor only for those costs or expenses specifically
identified in Exhibit B to this Agreement, or specifically approved in writing in advance by
City.
4.4 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with Exhibit B.
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Gerald Patrick Gagner Sr.
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 Director of Municipal Operations or designee shall be the Project Administrator and
shall have the authority to act for City under this Agreement. The Project Administrator
shall represent City in all matters pertaining to the Services to be rendered pursuant to
this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Contractor's Work schedule.
8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
8.1 Contractor shall use only the standard materials described in Exhibit A in
performing Services under this Agreement. Any deviation from the materials described
in Exhibit A shall not be installed or utilized unless approved in advance and in writing by
the Project Administrator.
8.2 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the personnel required to perform
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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,
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).
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9.4 Notwithstanding the foregoing, nothing herein shall be construed to require
Contractor to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Contractor.
9.5 Contractor shall perform all Work in a manner to minimize public
inconvenience and possible hazard, to restore other work areas to their original condition
and former usefulness as soon as possible, and to protect public and private property.
Contractor shall be liable for any private or public property damaged during the
performance of the Work by Contractor or its agents.
9.6 To the extent authorized by law, as much of the money due Contractor
under and by virtue of the Agreement as shall be considered necessary by City may be
retained by it until disposition has been made of such suits or claims for damages as
aforesaid.
9.7 The rights and obligations set forth in this Section shall survive the
termination of this Agreement.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of conducting
the Work are under the control of Contractor, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. No civil service
status or other right of employment shall accrue to Contractor or its employees. Nothing
in this Agreement shall be deemed to constitute approval for Contractor or any of
Contractor's employees or agents, to be the agents or employees of City. Contractor
shall have the responsibility for and control over the means of performing the Work,
provided that Contractor is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Contractor as to the details
of the performance of the Work or to exercise a measure of control over Contractor shall
mean only that Contractor shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with Contractor on the Project.
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.
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13. PROGRESS
Contractor is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement
of Work, Contractor shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PREVAILING WAGES
15.1 Pursuant to the applicable provisions of the Labor Code of the State of
California, not less than the general prevailing rate of per diem wages including legal
holidays and overtime Work for each craft or type of workman needed to execute the
Work contemplated under the Agreement shall be paid to all workmen employed on the
Work to be done according to the Agreement by the Contractor and any subcontractor.
In accordance with the California Labor Code (Sections 1770 et seq.), the Director of
Industrial Relations has ascertained the general prevailing rate of per diem wages in the
locality in which the Work is to be performed for each craft, classification, or type of
workman or mechanic needed to execute the Agreement. A copy of said determination
is available by calling the prevailing wage hotline number (415) 703-4774, and requesting
one from the Department of Industrial Relations. The Contractor is required to obtain the
wage determinations from the Department of Industrial Relations and post at the job site
the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any
subcontractor under him/her to comply with all State of California labor laws, rules and
regulations and the parties agree that the City shall not be liable for any violation thereof.
15.2 Unless otherwise exempt by law, Contractor warrants that no contractor or
subcontractor was listed on the bid proposal for the Services that it is not currently
registered and qualified to perform public work. Contractor further warrants that it is
currently registered and qualified to perform "public work" pursuant to California Labor
Code section 1725.5 or any successor statute thereto and that no contractor or
subcontractor will engage in the performance of the Services unless currently registered
and qualified to perform public work.
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 co -tenancy, which shall result in changing the control of
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Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
17. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Contractor shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
18. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Contractor or any
other party. Contractor shall, at Contractor's expense, provide such Documents to City
upon prior written request.
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
20. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Contractor
under this Agreement. All such records and invoices shall be clearly identifiable.
Contractor shall allow a 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
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constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his/her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other contractors in connection with the Project.
23. CONFLICTS OF INTEREST
23.1 Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
23.2 If subject to the Act and/or Government Code §§ 1090 et seq., Contractor
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Contractor shall
indemnify and hold harmless City for any and all claims for damages resulting from
Contractor's violation of this Section.
24. NOTICES
24.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
24.2 All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at:
Attn: Director of Municipal Operations
Municipal Operations Department
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92658
24.3 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attn: Gerald Patrick Gagner Sr.
A G Organics, Inc.
PO BOX 20288
Riverside, CA 92516
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25. CLAIMS
25.1 Unless a shorter time is specified elsewhere in this Agreement, before
making its final request for payment under this Agreement, Contractor shall submit to City,
in writing, all claims for compensation under or arising out of this Agreement. Contractor's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Contractor in writing as unsettled at the time of its final request for payment.
Contractor and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Contractor shall be required to file any claim Contractor may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
25.2 To the extent that Contractor's claim is a "Claim" as defined in Public
Contract Code section 9204 or any successor statute thereto, the Parties agree to follow
the dispute resolution process set forth therein. Any part of such "Claim" remaining in
dispute after completion of the dispute resolution process provided for in Public Contract
Code section 9204 or any successor statute thereto shall be subject to the Government
Claims Act requirements requiring Contractor/Consultant to file a claim in strict
conformance with the Government Claims Act. To the extent that Contractor's claim is
not a "Claim" as defined in Public Contract Code section 9204 or any successor statute
thereto, Contractor shall be required to file such claim with the City in strict conformance
with the Government Claims Act (Government Code sections 900 et seq.).
26. TERMINATION
26.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
26.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving 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.
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27. LABOR
27.1 Contractor shall conform with all applicable provisions of state and federal
law including, but not limited to, applicable provisions of the federal Fair Labor Standards
Act ("FLSA") (29 USCA § 201, et seq.).
27.2 Whenever Contractor has knowledge that any actual or potential labor
dispute is delaying or threatens to delay the timely performance of this Agreement,
Contractor shall immediately give written notice to City, and provide all relevant
information.
27.3 Contractor represents that all persons working under this Agreement are
verified to be U.S. citizens or persons legally authorized to work in the United States.
27.4 To the fullest extent permitted by law, Contractor shall indemnify, defend,
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees from loss or damage, including but not limited to attorneys'
fees, and other costs of defense by reason of actual or alleged violations of any applicable
federal, state and local labor laws or law, rules, and/or regulations. This obligation shall
survive the expiration and/or termination of the Agreement.
28. STANDARD PROVISIONS
28.1 Recitals. City and Contractor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference.
28.2 Compliance with all Laws. Contractor shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
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
A G Organics, Inc. Page 10
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Dater
By: (1
on C. Harp \Z-oS- -Ul-b Q-,
Ci y Attorney
ATTEST:
Date:
By:
Lena Shumway
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: L- Z-07_
B - ; L)- /'
Y�
David ebb
Director of Public Works
CONTRACTOR: A G ORGANICS, INC., a
California corporation
Date:
Signed in Counterpart
By:
Gerald Patrick Gagner Sr.
Chief Executive Officer/Secretary
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
A G Organics, Inc. Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:_
K"
By: �)'Akj \'-(1 By:
A6r'6 n C. Harp ' \1 - U'; - Tol David Webb
City Attorney Director of Public Works
ATTEST:
Date:
M
Lena Shurnway
City Clerk
CONTRACTOR: A G ORGANICS, INC., a
California corporation
Date:
By:
Gerald Patrick Gagner Sr.
Chief Executive Officer/Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
EXHIBIT
SCOPE OF SERVICES
A G Organics, Inc. Page A-1
Scope of Work
• DESCRIPTION OF PROJECT
Furnish all labor, equipment, materials, and supervision to perform 1,785 yards
of blow -on mulch at various park and right-of-way sites throughout the City of
Newport Beach, including, but not limited to, the following sites:
o Eastbluff Park,
o Bonita Canyon Sports Park
o Castaways Park
o MacArthur Blvd. roadside
o Newport Blvd. roadside
o Newport Coast Drive roadside
• QUALITY OF WORK AND MATERIALS
o All material and equipment furnished by the Contractor shall be new, high-
grade, and free from defects and imperfections, unless otherwise
hereinafter specified. Workmanship shall be in accordance with the best
standard practices. Both materials and workmanship shall be subject to the
approval of the Project Administrator. All materials used shall be approved
in advance by the Project Administrator.
o Mulch to be applied shall be Nutra Mulch, size of 3-inch minus.
Substitutions shall be approved by the Project Administrator in advance of
application.
• WORKMANSHIP AND SUPERVISION
o The workforce shall include a thoroughly skilled, experienced, and
competent supervisor who shall be responsible for adherence to the
specifications expressed within the Scope of Services. Any order given to
supervisory personnel shall be delivered to the Contractor.
o All personnel working at the outlined areas shall be neat in appearance and
in uniforms. Those employees working in or adjacent to traffic lanes shall
wear safety vests, identifying that they are City of Newport Beach
contractors.
• WORKING HOURS
o Normal working hours shall be no more than ten (10) hours per day between
the hours of 7:00 a.m. and 5:00 p.m. Normal working days are Monday
through Friday. Unless otherwise specified in the Scope of Work, no
Saturday or Sunday work other than litter control and refuse collection is to
A G Organics, Inc. Page A-2
be scheduled without prior written permission from the City, unless it is an
emergency situation. No motorized equipment shall be operated before
8:00 a.m. or after 5:00 p.m.
o For the purposes of the Scope of Work, the following Holidays shall be
acceptable.
■ Memorial Day
■ Independence Day (4t" of July)
■ Labor Day
■ Thanksgiving Day
■ Christmas Day
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• SPECIFICATIONS
o These specifications are intended to cover all labor, material and standards
of architectural, landscaping, and mechanical workmanship to be employed
in the work called for in these specifications or reasonably implied by terms
of same. Work or materials of a minor nature which may not be specifically
mentioned, but which may be reasonably assumed as necessary for the
completion of this work, shall be performed by the Contractor as if described
in the specifications.
• EQUIPMENT
o All vehicles and equipment used in conjunction with the work shall be
maintained in a neat, clean, orderly manner and shall be in good working
order. The Project Administrator may reject any vehicle or piece of
equipment and order it removed from the job site. All vehicles assigned to
the Contract shall have City -provided placards identifying that they are City
of Newport Beach contractors.
• SAFETY REQUIREMENT
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 Project Administrator
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 of the work under this contract. All contractor vehicles
shall have a "W.A.T.C.H." work area traffic control manual at all times
o The Contractor shall maintain all work sites free of hazards to persons
and/or property resulting from his/her operations, shall be immediately
reported to the Project Administrator.
A G Organics, Inc. Page A-3
STREET CLOSURES, DETOURS, BARRICADES
o Warning signs, lights, and devices shall be installed and displayed in
conformity with the current edition of the "California Manual on Uniform
Traffic Control Devices"
(http://www.dot.ca.qov/hq/traffops/signtech/mutcdsupp/) for use in
performance of work upon highways issued by the State of California,
Department of Transportation and as directed by City staff.
o Beacon lighting visible from behind the vehicle will be installed on vehicles
working along City streets.
• RECORDS
o The Contractor shall complete a report indicating mulch installed at each
City site and submit this completed report to the Project Administrator.
Include this information or a copy of the report with invoicing, which is to be
provided monthly.
• EMERGENCY SERVICES
o The Contractor will provide the City with name, email address, and
telephone number of a qualified person who can be called by City
representatives when emergency maintenance conditions occur during
hours when the Contractor's normal work force is not present in the City.
These Contractor representatives shall respond to said emergency within
thirty (30) minutes of receiving notification.
• LANDSCAPE LICENSE
o In addition to any and all relevant City, State and Federal permits and
licenses required in the Agreement, the Contractor shall hold a valid and
current California C-27 License and submit a copy thereof.
A G Organics, Inc. Page A-4
EXHIBIT B
SCHEDULE OF BILLING RATES
A G Organics, Inc. Page B-1
Billing Rates
AG-203
#3 MULCH - Nutra Mulch Tor) Dressing- 3" Minus
AG-25 BLOW ON - Mulch Blowing Installation Service
1740 $14.00 $24,360.00
1740 $28.00 $48,720.00
Subtotal $73,080.00
Tax
(7.75%) $1,887.90
Total $74,967.90
• PREVAILING WAGE RATE. $42.00 UNIT COST PER YARD FOR MULCH & INSTALLATON
• 60 YARD MINIMUM PER LOAD
• TRAFFIC CONTROL MUST BE PROVIDED BY THE CITY OF NEWPORT BEACH
*** BLOW ON - MULCH INSTALLATION COMMERCIAL - The Contractor is to be provided a safe work
environment for installation crews and equipment. The Contractor is responsible for any and all lane
closure needed along with permitting that may be required for and during the installation period.
A G Organics, Inc. Page B-2
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 Contract, 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 providing statutory benefits and Employer's
Liability Insurance with limits of at least one million dollars ($1,000,000)
each employee for bodily injury by accident and each employee for
bodily injury by disease in accordance with the laws of the State of
California. In addition, Contractor shall require each subcontractor to
similarly maintain Workers' Compensation Insurance and Employer's
Liability Insurance in accordance with California law for all of the
subcontractor's employees. The insurer issuing the Workers'
Compensation insurance shall amend its policy by endorsement to
waive all rights of subrogation against City, its City Council, boards and
commissions, officers, agents, volunteers, employees. Contractor shall
submit to City, along with the certificate of insurance, a Waiver of
Subrogation endorsement in favor of City, its City Council, boards and
commissions, officers, agents, volunteers, employees.
B. General Liability Insurance. Contractor shall maintain commercial
general liability insurance, and if necessary excess/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 two million
dollars ($2,000,000) per occurrence, four million dollars ($4,000,000)
general aggregate and four million dollars ($4,000,000) completed
operations aggregate. The policy shall cover liability arising from bodily
injury, property damage, 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).
A G Organics, Inc. Page C-1
Contractor shall submit to City, along with a certificate of insurance,
additional coverage as stated in Section 4. Other Insurance
Requirements.
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
Contract, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than two million dollars ($2,000,000)
combined single limit for each accident.
Contractor shall submit to City, along with a certificate of insurance,
additional coverage as stated in Section 4. Other Insurance
Requirements.
D. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability
policies are used to meet the limits of liability required by this contract,
then said policies shall be "following form" of the underlying policy
coverage, terms, conditions, and provisions and shall meet all of the
insurance requirements stated in this contract, including, but not limited
to, the additional insured and primary & non-contributory insurance
requirements stated herein. No insurance policies maintained by the
City, whether primary or excess, and which also apply to a loss covered
hereunder, shall be called upon to contribute to a loss until the
Contractor's primary and excess/umbrella liability policies are
exhausted.
Contractor shall submit to City, along with a certificate of insurance,
additional coverage as stated in Section 4. Other Insurance
Requirements.
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 Contract shall be endorsed to waive subrogation against
City of City, its City Council, boards and commissions, officers, agents,
volunteers, 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 and insurance clauses from each of its subcontractors.
B. Additional Insured Status. All liability policies including general liability,
excess/umbrella liability, pollution, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to
A G Organics, Inc. Page C-2
provide that City, its City Council, boards and commissions, officers,
agents, volunteers, employees shall be included as additional insureds
under such policies.
C. Primary and Non Contributory. Contractor's insurance coverage shall
be primary insurance and/or the primary source of recovery with respect
to City, its City Council, boards and commissions, officers, agents,
volunteers, employees. Any insurance or self-insurance maintained by
City shall be excess of Contractor's insurance and shall not contribute
with it.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation or nonrenewal of coverage (except
for nonpayment for which ten (10) calendar days' notice is required) for
each quired coverage except Builders Risk Insurance, which shall
contain an endorsement with said required notices.
E. Subcontractors. 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. Limits of liability for General Liability in an amount not
less than one million dollars ($1,000,000) per occurrence, two million
dollars ($2,000,000) general aggregate and two million dollars
($2,000,000) completed operations aggregate.
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. All of
the executed documents referenced in this Contract must be returned
to City within ten (10) regular City business days after the date on the
"Notification of Award". Insurance certificates and endorsements 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 Contract. 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
A G Organics, Inc. Page C-3
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. The City reserves the right at any
time during the term of the Contract to change the amounts and types
of insurance required by giving Contractor ninety (90) 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 Contract 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 Exhibit A 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 proceeds in excess of
specified minimum limits of insurance and coverage shall be available
to the City.
F. Self -Insured Retentions. Contractor agrees not to self -insure or to use
any self -insured retentions on any portion of the insurance required
herein and further agrees that it will not allow any indemnifying party to
self -insure its obligations to City. If Contractor's existing coverage
includes a self -insured retention, the self -insured retention must be
declared to City. City may review options with Contractor, which may
A G Organics, Inc. Page C-4
include reduction or elimination of the self -insured retention, substitution
of other coverage, or other solutions. Contractor agrees to be
responsible for payment of any deductibles on their policies.
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 Contract, 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 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.
Coverage not Limited. All insurance coverage and limits provided by
Contractor and available or applicable to this Contract are intended to
apply to the full extent of the policies. Nothing contained in this Contract
or any other agreement relating to City or its operations limits the
application of such insurance coverage.
J. Coverage Renewal. Contractor will renew the coverage required here
annually as long as Contractor continues to provide any Work under this
or any other Contract or agreement with City. Contractor shall provide
proof that policies of insurance required herein expiring during the term
of this Contract have been renewed or replaced with other policies
providing at least the same coverage. Proof that such coverage has
been ordered shall be submitted prior to expiration. A coverage binder
or letter from Contractor's insurance agent to this effect is acceptable.
A certificate of insurance and/or additional insured endorsement as
required in these specifications applicable to the renewing or new
coverage must be provided to City with five (5) calendar days of the
expiration of the coverages.
K. Maintenance of General Liability Coverage. Contractor agrees to
maintain commercial general liability coverage for a period of ten (10)
years after completion of the Project or to obtain coverage for completed
operations liability for an equivalent period.
A G Organics, Inc. Page C-5
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