HomeMy WebLinkAboutC-8457-1 - PSA for Termite Treatment at Oasis Senior CenterIr
ZPROFESSIONAL SERVICES AGREEMENT
WITH ECOLA SERVICES, INC. FOR
V TERMITE TREATMENT AT OASIS SENIOR CENTER
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 21 st day of February, 2017 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City"), and ECOLA SERVICES, INC., a Nevada corporation ("Contractor'), whose
address is 15314 Devonshire Street, Mission Hills, CA 91345, 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 provide termite treatment services at OASIS
("Project").
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on February 21, 2022 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
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"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
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 ten (10) 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
hand -delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Contractor's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subcontractor fees, shall not exceed Twelve
Thousand Six Hundred Forty Six Dollars and 40/100 ($12,646.40), without prior
written authorization from City. No billing rate changes shall be made during the term of
this Agreement without the prior written approval of City.
4.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name of the person
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 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.
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Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in 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 Daniel Soto 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.
5.3 If Contractor is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Recreation & Senior Services
Department. City's Senior Services Manager or designee shall be the Project
Administrator and shall have the authority to act for City under this Agreement. The
Project Administrator shall represent City in all matters pertaining to the Services to be
rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Contractor's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All
Services shall be performed by qualified and experienced personnel who are not
employed by City. By delivery of completed Work, Contractor certifies that the Work
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conforms to the requirements of this Agreement, all applicable federal, state and local
laws, and legally recognized professional standards.
8.2 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.
8.3 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. HOLD HARMLESS
9.1 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, reckless, 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).
9.2 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.
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
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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 the 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. WARRANTY
Contractor's warranty is attached hereto as Exhibit C, and incorporated in full by
this reference.
iF�I.bY�1.L•LC�
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 D, and incorporated herein by reference.
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
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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 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
18.1 Each and every report, draft, map, record, plan, document and other
writing produced, including but not limited to, websites, blogs, social media accounts
and applications (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. Additionally, all material posted in
cyberspace 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, including all logins and password information to City
upon prior written request.
18.2 Documents, including drawings and specifications, prepared by Contractor
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Contractor will be at City's sole risk and without liability to Contractor. Further, any and
all liability arising out of changes made to Contractor's deliverables under this
Agreement by City or persons other than Contractor is waived against Contractor, and
City assumes full responsibility for such changes unless City has given Contractor prior
notice and has received from Contractor written consent for such changes.
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18.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and/or viewable with Adobe Acrobat.
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. INTELLECTUAL PROPERTY INDEMNITY
Contractor shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Contractor's Documents provided under this Agreement.
21. 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.
22. 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 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.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and/or restoration expense shall be borne by
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Contractor. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
25. CONFLICTS OF INTEREST
25.1 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.
25.2 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.
26. NOTICES
26.1 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.
26.2 All notices, demands, requests or approvals from Contractor to City shall
be addressed to City at:
Attn: Laura Detweiler, Recreation & Senior Services Director
Recreation & Senior Services Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
26.3 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attn: Daniel Soto
ECOLA Services, Inc.
15314 Devonshire Street
Mission Hills, CA 91345
ECOLA Services, Inc. Page 8
27. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Contractor shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Contractor's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Contractor in writing as unsettled at the time of its final request
for payment. Contractor and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Contractor shall be required to file any claim
Contractor may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
28. TERMINATION
28.1 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.
28.2 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.
29. STANDARD PROVISIONS
29.1 Recitals. City and Contractor acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
29.2 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.
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29.3 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.
29.4 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.
29.5 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.
29.6 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.
29.7 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.
29.8 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.
29.9 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.
29.10 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 race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
29.11 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.
29.12 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.
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30. EXHIBIT E
All parties agree that the document attached hereto as Exhibit E is null and void,
as the person who signed does not have signing authority.
[SIGNATURES ON NEXT PAGE]
ECOLA Services, 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 ATTORNEY'S OFFICE
Date: a/-17 // 7
By: -�
Aaron C. Harp 02d1
City Attorney
ATTEST:
Date:
City Cio.,
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 3.22 - I�
ura
& Senior Services Director
CONTRACTOR ECOLA Services, Inc., a
Nevada corporation
Date: .3, 7-17
By:44"We—&� — ,
Denise Susan Fries
President / Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Warranty
Exhibit D — Insurance Requirements
Exhibit E - ECOLA Agreement
ECOLA Services, Inc. Page 12
EXHIBIT A
SCOPE OF SERVICES
ECOLA Services Inc. will complete the following initial services:
• Tent fumigation will not be done
• Locally treat all visible and accessible infestations (report identified areas of
drywood termite) Premise 2 (Imadacloprid) Termidor H.E. (FIPRONIL) and/or
Borates (DISODIUM OCTABORATE TETRAHYDRATE) via precision injection
and/or liquid and/or foam application methods. Cover or remove accessible
evidence on a one-time basis.
• Treat accessible Attic and under stage with Borates (DISODIUM OCTABORATE
TETRAHYDRATE) as a preventative.
• Screen all vents with vinyl mesh screens for the prevention of termite swarmers.
A. Certain areas are recognized by the industry as inaccessible and/or for other
reasons not inspected. These areas include but are not limited to: Inaccessible
and/or insulated attics or portions thereof; attics with less than 18" clear crawl space;
sub -areas with less than 12" clear crawl space; the interior of hollow walls; spaces
between a floor and porch deck and the ceiling below; areas where there is no
access without defacing or tearing out lumber, masonry or finished work; areas
behind stoves, refrigerators and other appliances; areas beneath floor coverings;
areas where encumbrances and storage make areas inaccessible; conditions or
locks that make inspect ion impractical; and eave areas that require the use of an
extension ladder.
B. Slab floor construction has become more prevalent in recent years. Floor coverings
may conceal cracks in the slab that may allow infestations of wood destroying pests
to enter. Infestations in walls may be concealed by plaster, plaster board or sheet
rock so that a diligent inspection may not disclose the true conditions. These areas
are not practical to inspect because of potential health hazards, damage to the
structure. or inconvenience.
C. This inspection pertains only to the specific address listed on contract.
D. A re -inspection will be performed within four (4) months of the original inspection, on
any corrective work completed that we are regularly in the business of inspecting. If
certification is required, all work completed by others must be certified by them. We
do not guarantee or warranty work done by others. There will be a charge for re -
inspections.
E. This company is not responsible for work completed by others, recommended or not,
including work done by the owner. Contractors performing work on this property
should in the case of the sale of the property submit bills and any warrantees to
escrow and/or the purchaser of the property as certification of work completed by
others.
ECOLA Services, Inc. Page A-1
F. Should any party of interest desire further information pertaining to the condition of
the plumbing, roofing or the structural integrity of any portion of the structure we
recommend the employment of a licensed contractor, as this is not within the scope
of our license.
G. This agreement does not include painting, staining or decorating any areas in the
process of work performed and make no promises written or expressed.
H. During the course of/or after opening walls or any previously concealed areas,
should any further damage, infestation or infection be found, a supplemental report
will be issued with additional findings, recommendations and proposed costs if any.
During the process of treatment it may be necessary to drill holes through ceramic
tiles and/or other floor coverings; these holes will be sealed. We will exercise due
care but assume no responsibility for cracks, chipping, or any other damage to floor
coverings. We do not relay or stretch carpeting. Any drilling must be approved prior
to drilling by the City in writing.
J. In the event of a heat treatment whether full or partial an Ecola Heat Authorization &
Instruction Sheet will be provided outlining necessary preparation. The Ecola Heat
Authorization & Instruction Sheet must be signed and returned to us 48 hours to the
scheduled date of the work.
K. Your Wood Destroying Pests and Organisms Report (termite inspection report) and
completion will cover existing infestations outlined in your report. If owner desires
coverage of any new infestations it is advisable to obtain a Control Service
Warranty, which would cover any new infestations for the coming year, of the
specified pests.
L. When you receive your Wood Destroying Pests and Organisms Report (termite
inspection report) should you have any questions, please call our office weekdays
from 8:00 a.m. - 5:00 p.m. at 1-800-332-2847.
ECOLA Services, Inc. Page A-2
EXHIBIT B
SCHEDULE OF BILLING RATES
OASIS SENIOR CENTER
• Tent fumigation will not be done
• Locally treat all visible and accessible infestations (report identified areas of
drywood termite) Premise 2 (Imadacloprid) Termidor H.E. (FIPRONIL) and/or
Borates (DISODIUM OCTABORATE TETRAHYDRATE) via precision injection
and/or liquid and/or foam application methods. Cover or remove accessible
evidence on a one-time basis.
• Treat accessible Attic and under stage with Borates (DISODIUM OCTABORATE
TETRAHYDRATE) as a preventative.
• Screen all vents with vinyl mesh screens for the prevention of termite swarmers
Services Cost = $9,728.00
(including 2 -year Termite Control Warranty- February 2017 -February 2019)
Ongoing Warranty Cost: $972.80 x 3 years = $2,918.40
$972.80 Due in 2019
$972.80 Due in 2020
$972.80 Due in 2021
Total Not to Exceed: $12.646.40
ECOLA Services, Inc. Page B-1
EXHIBIT C
WARRANTY
ORIGINAL 2 YEARNS TERMITE CONTROL SERVICE WARRANTY
Ongoing Warranty Renewal Fee = $972.80 per Year after 2 -year warranty is up
(3 -year term)
ECOLA SERVICES, INC'S. ORIGINAL WARRANTY shall provide treatment for
reinfestations of Termites for the period specified above. Treatment/warranty will then
continue on a year -by -year basis, should the customer pay the ongoing warranty
renewal fee above. AN APPOINTMENT MUST BE SCHEDULED BY THE CUSTOMER
PRIOR TO THE END OF THE RENEWAL WARRANTY TERM/MONTH. The warranty
covers re -treatment to all VISIBLE AND ACCESSIBLE AREAS, and may not eradicate
undetected infestations. ECOLA SERVICES, INC. will NOT warranty or pay for
REPAIRS to any PAST, PRESENT, OR FUTURE DAMAGE caused by any pest, nor
warranty or pay for costs incurred for work performed by others. ECOLA SERVICES,
INC. alone may select the appropriate treatment for re -infestation in all VISIBLE AND
ACCESIBLE AREAS.
ECOLA Services, Inc. Page C-1
EXHIBIT D
INSURANCE REQUIREMENTS - PROFESSIONAL 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, 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
ECOLA Services, Inc. Page D-1
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its City Council, boards and commissions, officers, agents,
volunteers 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,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, 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
(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
ECOLA Services, Inc. Page D-2
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
C. 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.
D. 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.
E. 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.
F. 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.
G. 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.
H. 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.
ECOLA Services, Inc. Page D-3
EXHIBIT E
ECOLA AGREEMENT
ECOLA Services, Inc. Page E-1
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1_� 1983
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131M License
en PEST SERVICES Bev,
License p PR 1I58 Green
T 1-800-332-2847 a Fax: (818) 920-7391 a www.ecolatermite.COM • infoC&Ec0lafcrmlte.com P'xierminatar:
Corporate Office Antelope Valley
15314 Devonshire Street Los Angeles County
Vtisw an Lllils, CA 91345 Orange County
Palmdale / Loncaster
lM IL \LI. C'ORRESPON'DENCE AND PAYNIFN"fSTO
Emai
N. Santa Barbara & San Diego County
San Luis Obispo Counties E. Ventura County
San Bernardino & W. Ventura &
Riverside Cmu te, Stirs Barbara Counties
15314 DEVONSHIRE ST. NIIS'OON IftLLS, CA 41745'
Date ,(/.- z fir_ ((�
Owner's Name (SES/S JetAiar %tn * F Telephone( )___________C'ell
Mailing Address` City. Zip
Job Address R(31 `Nara t s:>us jk,, t - City `, oVxa 15e 1 t`ta d•- Zip c(�? C 25
Fax
ECOLA SERVICES, INC. proposes to complete the following initial services for the price set below:
❑ Tarp and fumigate entire structure(s) with Vikane (Sulfitryl Fluoride) gas for drywood termites. Cover or remove accessible
termite pellets, per owner's request after fustigation performed. A less than 48 hr. cancellation fee (minimum 5250.00) will apply. (C'omplele/irme forme)
> We have chosen not to perform tent fumigation and request the services listed below: initial
❑ All encompassing Ecola Heat Treatment. Cover or remove accessible termite pellets, (see neat mabm'i+atiortib nu
❑ Locally treat
with Ecola Heat for control of drywood termites. Cover or remove accessible termite pellets. (Ce)ng leieh,eatauthorLatiodfm-ng
❑ Locally treat accessible areas of infestation with the Electro -gun for control of drywood termites.
Cover or remove accessible termite pellets. (Complete electro -gar piepm-alianfoem)
Locally treat all visible and accessible infestations (report identified areas of drywood termite) Premise 2 (Imadacloprid)
Termidor SC (FIPRONIL) and/or Borates (DISODIUM OCTABORATE TETRAHYDRATE) via precision injection and/or
liquid and/or foam application methods. Cover or remove acessible evidence on a one-time basis.
❑ Treat for control of subterranean termites with the registered tenniticide Altriset (Chlorantraniliprole) or Termidor SC (FIPRONIL)
as per label instructions and report locations. Remove visible/accessible termite tubes.
Treat accessible Al A -;( 'S 4 u,clet 4.set r with Borates (DISODIUM OCTABORATE TETRAHYDRATE) as a preventative.
❑ Remove and Replace approx. running feet of . PRIME TO SEAL.
❑ Remove and Replace approx. - mmning feet of . PRIME TO SEAL.
la Ge -ii E'e"vi. All \tCAA• S t 3 t: VVual N+rsh Scrr c S 4,} 11r (tKe.KM} tan of %er �:1 $wayv4tegf r,
❑ Full Structure Warranty or: ❑ Limited Warranty to:
❑ Warranty is limited specifically to: ❑ Drywtwd Termites ❑ Subterranean Termites ❑ Full Structure ❑ Wood Destroying Beetle's
CVV#__—_
Credit Card #
Total Investment
50% Required Down Payment
Balance Due
Name
M.
(Please circle card choice)
[%charge fix AMEX
_ Exp. Date_/ /,
Billing Address:
This quote is good for 30 days.. Balance due must be paid at time of completion. .Nnrasb.nlue m, amrxed nnrtnnher.
ALL ESCROW TRANSACTIONS AND/OR NO DEPOSIT DOWN JOBS REQUIRE A hLANDATORY CREDIT CARD NUMBER,
ORIGINAL Z YEARNS TERMITE CONTROL SERVICE WARRANTY*
Ongoing Warranty $ q22 . kC}ier Year (Due by end of renewal month 2_0 (
Ongoing Annual Warranty =15% of original service or $250 minimum
") mrsfer of warranty must he requested in railing within 30 dgvs of the sale of the property anti approved by Ecola Services, lire. prior to enforvVmenr
P ' l A S RVI 'FS IN("S wA RR 4NT\' shall provide treatmentfor reinfestation of Termites fin the period specified above.
Treatmemraarmnty will then continue on a year -by -year basis, should the customer pay the ongoing renewal fee abovaAN APPOINTVFN'r MUST BE. SCHEDULED BY THE CUSTOMER
PRIOR "f ) T}1F END Or "rt11tRENF.IVAI. WARRANTY TER0.VMONTR'rhis CONTROL SERVICE AGREEMENT txdudes all other pests. This 4Q _ OL SERVICE AGREEbiENT olso
excludes tn.ament andlor coverage for any other anal destroying pests and organisms not specifically written in Ibis agreement including but not limited to: Fergus: Dry Rot: Carpenter Ants;
C.l.0 r Bees: Wand Wasps; R'oud Boring Neetles of any species; Fomsosan Tennifes; Dnmpwood Ttmtireg Drvwood Ttrmiles; Subternncan Termites. ECOLA SFRVICISS 1�. reserves the
right to increase the tee to rover rising costs. The oammnty trove. ne-treatment to all VISIBLE AND ICC SSIDL F ARF45, and mny nu emdis�te wrdaec[.-d. infexrmions. •ECOLA SERVICF,S.
INC, aillLd 1,,varrarry or pay far RE?P.AIRS to any FAST PRFSFNT OR FUTURE DAMAGE. caused by any pest, nor warranty or pay for costs incurred for work performed by others. Failure
of the popery owner to correct or repair SECTION 1 AND 2 items ider ifisxl by kCX SFRVI 'FS IN shall give ECOLA SERVICES, INC the option w cancel this CONTROL SER 7 'F
A :R E-VfENT at the end ofany warranty period, -tCOLA SERVICES. INC alone may select the sptopriate vestment lot re-inficoutimt in ell ATSIBLF.ANT) ACCESIDLF AREAS
ALL COMPA, Nedra TRE T .N arc am included in ilia ' . (1R If a 1 w Ihnned, a ne-fumigation can be done during the ORI INAI
WARRANTY an ,�11 •d'�t•uano>-COLASERVI L-Si�by: y Date: 1l Q.: ll-?k-l.-
Oul r ur. .4 rnr Erotu Re ncsemmtee
Safes ore rm/ /tool palest upr aced A F.'c,,I. Se res, &m. shlarmgemem. You .111 he notified a writing ural atf monies mmrued ii/Wls ago rent is nor accenial
ECOLA Management
REV. SUE 6114 CUSTOMER COPY
A. Certain areas are recognized by the industry as inaccessible and/or for other reasons not inspected. These areas include but are not limited to:
Inaccessible and/or insulated attics or portions thereof; attics with less than 18" clear crawl space; sub -areas with less than 12" clear crawl space; the
interior of hollow walls; spaces between a flour and porch deck and the ceiling below, areas where there is no access without defacing or tearing out
lumber, masonry or finished work; areas behind stoves, refrigerators and other appliances; areas beneath floor coverings; areas where encumbrances
and storage make areas inaccessible; conditions or locks that make inspection impractical; and cave areas that require the use of anextension ladder.
B. Slab floor construction has become more prevalent in recent yeas. Floor coverings may conceal cracks in the slab that may allow infestations of
wood destroying pests to enter. Infestations in walls may he concealed by plaster, plaster board or sheet rock so that a diligent inspection may not
disclose the true conditions. These areas are not practical to inspect because of potential health hazards, damage to the structure, or inconvenience.
C. This inspection pertains only to the specific address on the reverse side listed as job address and does not include attached or adjacent structures or
units) unless specifically included in writing on the reverse side.
D. A re -inspection will be performed within four (4) months of the original inspection, on any corrective work completed that we are regularly in the
business of inspecting. If certification is required, all work completed by others most be certi.6ed by them. We do not guarantee or warranty work done
by others. There will be a charge for re -inspections.
E. This company is not responsible for work completed by others, recommended or not, including work done by the owner. Contractors performing
work on this property should in the case of the sale of the property submit bills and any warrantees to escrow and/or the purchaser of the property as
certification of work completed by others.
F. Should any party of interest desire further information pertaining to the condition of the plumbing, roofing or the structural integrity of any portion
of the structure we recommend the employment of a licensed contractor, as this is not within the scope of our license.
G. This agreement does not include painting, staining or decorating any areas in the process of work performed and make no promises written or
expressed.
H. Second story shower stalls are inspected but not water tested. Suspected leaks will be reported as stains or damage of the ceiling below. It is the
responsibility of the property owner to report known leaks that may be concealed during any real estate transaction.
I. During the course oVor after opening walls or any previously concealed areas, should any further damage, infestation or infection be found, a
supplemental report will be issued with additional findings, recommendations and costs if any.
S. During the process of treatment it may be necessary to drill holes through ceramic tiles and/or other floor coverings; these holes will be
seated. We will exercise due care but assume no responsibility for cracks, chipping, or any other damage to floor coverings. We do not to -lay
or stretch carpeting.
K We assume no responsibility for damage to any plumbing including water tines, gas lines or electrical lines, etc. that may occur in the process of
drilling a slab foundation for pressure treatment of concrete slabs for subterranean termite control including replacement of concrete slabs or other
structural members. It is the owners responsibility to identify and clearly mark concealed lines in any areas of treatment prior to the start of the work.
L. When fumigation or beat treatment is recommended we will exercise due care but assume no responsibility for damage that may occur to shrubbery,
trees, plants, T.V. antennas, satellite dishes, exterior lights or roof coverings.
M. In the case of fumigation, a notice wilt be left with you, or mailed to the owner of this property, or his designated agent which states, among other
things, that all food and medicines must be removed or double bagged with nylo-fume bags that will be provided by Ecola Services, Inc. All fumigation
notices mot be signed and returned to us 72 hours in advance of the scheduled date of the work.
N. In the event of a heat treatment whether full or partial an Foals Heat Authorization & Instruction Sheet will be provided outlining necessary
preparation. The Ecola Heat Authorization & Instruction Sheet most be signed and returned to us 48 hours to the scheduled date of the work.
O. I agree to a $250.00 cancellation fee for work canceled on the day that service is scheduled. I also agree to a $250.00 fee if I am not properly
prepared on/or ready for treatment on the day my service is scheduled.
P. Your Wood Destroying Pests and Organisms Report (termite inspection report) and completion will cover existing infestations outlined in your
report. If the owner of this property desires coverage of any new infestations it is advisable to obtain a Control Service Warranty, which would cover
any new infestations for the coming year, of the specified pests.
Q. When you receive your Wood Destroying Pests and Organisms Report (termite inspection report) should you have any questions, please call our
office weekdays from 8:00 am -5:00 pm at 1-800-332-2847.
R. By agreeing to hire Ecola Services, Inc, to perform your work you agree to arbitration and/or pay reasonable attorney fees if legal action is required
to enforce any terns of this agreement together with the costs of such action, whether or not the suit proceeds to judgment.
S. The total balance owed on this agreement is due and payable upon completion of the work. In the event the balance is not paid a finance charge
computed at a monthly rate of 1.5% of the unpaid balance (annual percentage rate of 18%) will be added to all accounts past due plus any accrued
expenses from collection companies. Accounts past due 30 days will be turned over to collections with a $75.00 collection fee.
T. If the Wood Destroying Pests and Organisms Report (termite inspection report) is used for escrow purposes then it is agreed that the report and
completion, if any, is part of the escrow transaction.
U. By signing this agreement you attest you are in receipt of one page called "Consumer Notifications," and agree to the conditions herein.
V. INDEMNIFICATION. SUPPLIER hereby agrees to defend, indemnify, and hold harmless CUSTOMER's system... from and against any and all
actions, claims, suits, losses, damages, obligations, liabilities, and/or expenses (including resonable attorneys' fees) which are caused by (a) the breach
of a warranty, express or implied, and/or any accident, occurence, injury, to persons or property which may occure before or after acceptance of the
products by any of them which shall be caused by the preparation, processing, manufacture, completion, delivery, operation, consumption, and/or use of
the products, and/or (b) the breach of any covenant or agreement of SUPPLIER contained in this agreement. Such defense and indemnity shall include,
any claim that an Indemnified Party is liable for damage, injury, loss, cost or expense resulting from its or their design, approval, or use of the products.
SUPPLIER, does not agree to defend, indemnify, or hold harmless a particular indeminified party for tiny claim, suit, loss, damage, liability or expense
to the extent arising from the negligence or willful misconduct of the indemnified party in the delivery, operation, consumption, use or sale (but not the
acceptance or approval) of the products.
Signed by: Date: Date:
Owner or A uthorimd Agent Ecola Represeniatice
REV. SUE 6/14 CUSTOMER COPY