HomeMy WebLinkAboutC-4298 - On-Call Services Agreement for Sewer Roach ControlON-CALL MAINTENANCE SERVICES AGREEMENT
( WITH GOLDEN BELL PRODUCTS FOR
CITYWIDE SEWER ROACH CONTROL
J THIS ON-CALL MAINTENANCE SERVICES- AGREEMENT ("Agreement") is
§ made and entered into as of this 30th day of vAY 2013 ("Effective Date"), by and
1' j between the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("City"), and GOLDEN BELL PRODUCTS, a California corporation
("Contractor"), whose address is 1200 N. Jefferson St. Suite M, Anaheim, CA 92807,
and is made with reference to the following:
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to perform on-call Citywide sewer roach
control services ("Project').
C. Contractor possesses the skill, experience, ability "'background, certification and
knowledge to provide the janitorial 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:
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The term Qf this Agreement shall commence on the Effective Date, and shall
terminate on -,4W 30, 2015, unless terminated earlier as set forth herein.
2.1 Contractor shall perform the on-call services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). Upon written request from the Project Administrator as defined herein,
Contractor shall provide a letter proposal for Services requested by the City (hereinafter
referred to as the "Letter Proposal'). The Letter Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided;
2.1.2 The position of each person to be assigned to perform the
Services, and the name of the individuals to be assigned, if available;
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2.1 .3 The estimated number of hours and cost to complete the Services;
2.1.4 The time needed to finish the specific project.
2.2 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall
diligently perform the duties in the approved Letter Proposal.
2.3 Contractor shall diligently perform all the services described in the Scope
of Services and Schedule of Billing Rates 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 the highest industry standards in performing the Work required hereunder and
that all materials will be of good quality. For purposes of this Agreement, the phrase
"highest industry standards" shall mean those standards of practice recognized by one
or more first-class firms performing similar work under similar circumstances.
2.4 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 and the Letter Proposal. In the absence of a specific schedule, the
Services shall be performed to completion in a diligent and timely manner. The failure
by Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter
Proposal, if any, or perform the Services in a diligent and timely manner may result in
termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Contractor shall not be responsible for
delays due to causes beyond Contractor's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein, not later than two (2) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Contractor's control.
3.4 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand -delivery or mail.
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4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Letter Proposal
and the Scope of Work and Schedule of Billing Rates attached hereto as Exhibit A 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 Twenty Five
Thousand Dollars ($25,000.00), without prior written amendment to the Agreement.
4.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name and/or
classification of employee who performed the Work, a brief description of the Services
performed and/or the specific task in the Scope of Services to which it relates, the date
the Services were performed, the number of hours spent on all Work billed on an hourly
basis, and a description of any reimbursable expenditures. City shall pay Contractor no
later than thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Contractor only for those costs or expenses
specifically identified in Exhibit A to this Agreement and the Letter Proposal, or
specifically approved in writing in advance by City.
4.4 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with Exhibit A
and the Letter Proposal.
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Michelle Webster to be its
Project Manager. Contractor shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Municipal Operations Department.
City's Utilities General Manager or designee shall be the Project Administrator and shall
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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 MATERIALSISTANDARD OF CARE
8.1 Contractor shall use only the standard materials described in Exhibit A in
performing Services under this Agreement. Any deviation from the materials described
in Exhibit A shall not be installed or utilized unless approved in advance and in writing
by the Project Administrator.
8.2 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the personnel required to perform
the Services required by this Agreement, and that it will perform all Services in a
manner commensurate with highest industry standards. All Services shall be performed
by qualified and experienced personnel who are not employed by City. By delivery of
completed Work, Contractor certifies that the Work conforms to the requirements of this
Agreement and all applicable federal, state and local laws and the industry standard.
8.3 Contractor represents and warrants to City that it has, shall obtain and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Contractors 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,
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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).
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
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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.
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 B, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Contractor, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Contractor is a
partnership or joint -venture or syndicate or cotenancy, which shall result in changing the
control of Contractor. Control means fifty percent (50%) or more of the voting power or
twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -
venture.
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16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to
City for all acts and omissions of any subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and any subcontractor nor shall it
create any obligation on the park 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.
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole
right to use such materials in its discretion without further compensation to Contractor or
any other party. Contractor shall, at Contractor's expense, provide such Documents to
City upon prior written request.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Contractor under this Agreement. All such records and invoices shall be clearly
identifiable. Contractor shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Contractor shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Contractor under this Agreement.
20, WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
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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.
21. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other contractors in connection with the Project.
22. CONFLICTS OF INTEREST
22.1 Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
22.2 If subject to the Act, Contractor shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Contractor shall indemnify and hold harmless
City for any and all claims for damages resulting from Contractor's violation of this
Section.
23, NOTICES
23.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
23.2 All notices, demands, requests or approvals from Contractor to City shall
be addressed to City at:
Attn: Utilities General Manager
Municipal Operations Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
23.3 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attn: Michelle Webster
GOLDEN BELL PRODUCTS
1200 N. Jefferson St. Suite M
Anaheim, CA 92807
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24. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Contractor shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Contractor's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Contractor in writing as unsettled at the time of its final request
for payment. Contractor and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Contractor shall be required to file any claim
Contractor may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
25. TERMINATION
25.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
25.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Contractor. In the
event of termination under this Section, City shall pay Contractor for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Contractor has not been previously paid. On the effective date of termination,
Contractor shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
26.1 Contractor shall conform with all applicable provisions of state and federal
law including, but not limited to, applicable provisions of the federal Fair Labor
Standards Act ("FLSA") (29 USCA § 201, et seq.).
26.2 Whenever Contractor has knowledge that any actual or potential labor
dispute is delaying or threatens to delay the timely performance of this Agreement,
Contractor shall immediately give written notice to City, and provide all relevant
information.
26.3 Contractor represents that all persons working under this Agreement are
verified to be U.S. citizens or persons legally authorized to work in the United States.
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26.4 To the fullest extent permitted by law, Contractor shall indemnify, defend,
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees from loss or damage, including but not limited to attorneys'
fees, and other costs of defense by reason of actual or alleged violations of any
applicable federal, state and local labor laws or law, rules, and/or regulations. This
obligation shall survive the expiration and/or termination of the Agreement.
27. STANDARD PROVISIONS
27.1 Recitals. City and Contractor acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference.
27.2 Compliance with all Laws. Contractor shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
27.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
27.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
27.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
27.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
27.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
27.8 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.
27.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
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this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
27.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
27.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
27.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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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
Date: (e N 1)
By rl__ a0r)
Aaron C. Harp
City Attorney
CITY OF NEWPORT BEACH,
a California/gnal corporation
Date: %7 /
By v
MarkHarmon'
Municipal Operations Director
ATTEST: CONTRACTOR: GOLDEN BELL
Date: PRODUCTS, a California corporation
Date:
By: %
Leilani I. Brown Murrill Adams
City Clerk President
'i"ORNIP`
Attachments:
Date: 3—,)
By.
Marilyn Ad s
Treasurer
[END OF SIGNATURES]
Exhibit A — Scope of Services and Schedule of Billing Rates
Exhibit B — Insurance Requirements
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SCOPE OF SERVICES AND SCHEDULE OF BILLING RATES
Golden Bell Products Page A-1
GEtAEN PRODUCTS, INC.
1200 N. Jefferson St. "M" Anaheim, CA 92807 — Phone (714) 630-3861 / Fax (714) 630-4807
www.goldenbeliproducts.com
Tuesday, April 16, 2013
City, of Newport.lBeach
Attn: Maurice Turner
949 West 16th Street
New,port,Beach, CA 92663
Golden Bell Products to provide all labor, materiel and supplies required to coat sanitary sewer manholes with
INSECTA, Insecticidal latex coating for sewer roach control.
SCOPE OF WORK
Golden Bell Products to perform the following items:
+ Apply an approved product for sewer roach control application in sanitary manholes.
+ Treat to depth of eight (8) feet or less, with an approximate area of 100 square feet per manhole.
+ Will prepare and treat according to manufacturers specifications for preparation instructions.
+ Apply coating based on the manufacturers recommended label rates, five (6) manholes per gallon, not to
exceed three (3) pints per manhole.
+ Mark each manhole cover with an Identifying white dot after being treated.
+ Provide proper supervision at the job site during all phases of work.
+ Be responsible for coordinating the work to be done. Work will take place in accessible alleys, yards, parking
lots, and streets.
+ Guarantee the application for Two (2) full years from the date of treatment if more than 50 living roaches are
found In a manhole during the warranty period, the manhole must then be retreated by Golden Bell Products at
no additional charge or obligation to Customer. Golden Bell Products will retreat any manhole which
Inspections report live roaches within fourteen (14) calendar days after notification; providing more than 50 live
roaches are found inside the manhole during two inspections occurring two days apart*
+ Will report number of manholes treated when submitting billing invoices. Golden Bell Products will indicate in
writing on each quarter section map, the number of manholes treated, applicators name with the date of
completion. This will serve as the record of application for the necessary Agencies and warranty information.
+ Customer will supply quarter section maps indicating exact locations of manholes and cieanouts.
+ Customer will make accessible all designated manholes to be coated. If not accessible Golden Bell Products
will notify Customer to expose.
+ Customer will provide inspection and assistance where necessary.
+ No more than 60 calendar days will elapse between date of notice to proceed and completion of the
application. A reasonable time for potentially unfavorable weather will be mutually agreed upon by Customer
and Golden Bell Products
♦ Requirements maybe added or deleted from the above Scope of Work, however both parties prior to the
commencement of work must agree these upon.
♦ The cost of additional permits and/or licenses, other than those already required by the state, required within
city limits to perform work within that city will be assumed by the city.
Golden Bell Products will supply all appropriate insurance coverage required by the state licensing agencies to
apply roach control product to sewer manholes.
Special Note: Some assistance with traffic control in heavily traveled areas may be required.
*NOTE: The Insecticidal -latex coating is not a repellent and therefore, will not repelroachas. They must rest on ft
to eliminate them!
Pricing Per Manhole Application costs.-
For
osts:
For less than 1000 Manholes is $21.00 ea.
For more than 1000 Manholes Is $19.30 as.
(This is a service — No Sales Tax)
Example: Pricing for 300 manholes at $21.00 each is $6300.00
' There is a 150 -manhole minimum for all jobs.
This proposal is good through June 30, 2015. Thank you for this opportunity. If you have any questions please
contact Michelle Webster at 714/630-3881.
Sincerely,
Michelle Webster
Program Manager
INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and
prior to commencement of Work, Contractor shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Contractor
agrees to provide insurance in accordance with requirements set forth here. If
Contractor uses existing coverage to comply and that coverage does not meet
these requirements, Contractor agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance,
a Waiver of Subrogation endorsement in favor of City, its officers,
agents, employees and volunteers.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance and, if necessary, umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, products -
completed operations, personal and advertising injury, and liability
assumed under an insured contract (including the tort liability of another
assumed in a business contract) with no endorsement or modification
limiting the scope of coverage for liability assumed under a 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
Golden Bell Products Page B-1
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
D. Pollution Liability Insurance. Contractor shall maintain a policy providing
contractor's pollution liability ("CPL") coverage with a total limit of liability
of no less than $1,000,000 per loss and $1,000,000 in the aggregate per
policy period dedicated to this Project. The CPL shall be obtained on an
occurrence basis for a policy term inclusive of the entire period of
construction. If all or any portion of CPL coverage is available only on a
claims -made basis, then a 10 -year extended reporting period shall also be
purchased. The CPL policy shall include coverage for cleanup costs,
third -party bodily injury and property damage, including loss of use of
damaged property or of property that has not been physically injured or
destroyed, resulting from pollution conditions caused by contracting
operations. Coverage as required in this paragraph shall apply to sudden
and non -sudden pollution conditions resulting from the escape or release
of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, or gases,
waste materials, or other irritants, contaminants, or pollutants. The CPL
shall also provide coverage for transportation and off -Site disposal of
materials. The policy shall not contain any provision or exclusion
(including any so-called "insured versus insured" exclusion or "cross -
liability" exclusion) the effect of which would be to prevent, bar, or
otherwise preclude any insured or additional insured under the policy from
making a claim which would otherwise be covered by such policy on the
grounds that the claim is brought by an insured or additional insured
against an insured or additional insured under the policy.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Contractor or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Contractor hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, shall
provide or be endorsed to provide that City and its officers, officials,
employees, and agents shall be included as insureds under such policies.
Golden Bell Products Page B-2
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 anytime.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Contractor sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters
into contracts with on behalf of City will be submitted to City for review.
Failure of City to request copies of such agreements will not impose any
liability on City, or its employees.
D. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type.
Golden Bell Products Page B-3
F. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
G. City Remedies for Non -Compliance If Contractor or any sub -
consultant fails to provide and maintain insurance as required herein, then
City shall have the right but not the obligation, to purchase such
insurance, to terminate this Agreement, or to suspend Contractor's right to
proceed until proper evidence of insurance is provided. Any amounts paid
by City shall, at City's sole option, be deducted from amounts payable to
Contractor or reimbursed by Contractor upon demand.
H. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
I. Contractor's Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
Golden Bell Products Page B-4
AGREEMENT FOR MAINTENANCE SERVICES
WITH GOLDEN BELL PRODUCTS FOR
CITYWIDE SEWER ROACH CONTROL
THIS AGREEMENT FOR MAINTENANCE SERVICES ("Agreement') is made
and entered into as of this " day of August, 2011 ("Commencement Date") by and
between the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("City"), and GOLDEN BELL PRODUCTS, a California corporation
("Contractor"), whose principal place of business is 1200 N. Jefferson St. "M," Anaheim,
CA 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 requires Citywide as -needed maintenance services for sewer roach control.
C. City desires to engage Contractor to provide Citywide sewer roach control
services on an as -needed basis ("Project').
D. Contractor has examined the location of all proposed work, carefully reviewed
and evaluated the specifications set forth by the City for the Project, and is
familiar with all conditions relevant to the performance of services and has
committed to perform all work required for the price specified in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Commencement Date, and shall
terminate on June 30, 2013, unless terminated earlier as set forth herein.
2. SCOPE OF WORK
2.1. City and Contractor acknowledge that the above Recitals are true and correct
and are hereby incorporated by reference. Contractor shall perform all the work
described in the Scope of Work attached hereto as Exhibit A and incorporated herein by
this reference ("Services" or "Work"). As a material inducement to the 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 the
highest professional standards in performing the Work required hereunder and that all
materials will be of good quality. For purposes of this Agreement, the phrase "highest
professional standards" shall mean those standards of practice recognized by one or
more first-class firms performing similar work under similar circumstances.
2.2. Contractor shall perform everything 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. Upon verbal or written request from the Project Administrator (as defined
below in Section 5), Contractor shall provide a letter proposal for Services requested by
the City (hereinafter referred to as. the "Letter Proposal"). The Letter Proposal shall
include the following:
3.1.1. A detailed description of the Services to be provided;
3.1.2. The position of each person to be assigned to perform the
Services, and the name of the individuals to be assigned, if available;
3.1.3. The estimated number of hours and cost to complete the Services;
and
3.1.4. The time needed to finish the specific Project.
3.2. No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall
diligently perform the duties in the approved Letter Proposal.
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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. No
rate changes shall be made during the term of this Agreement without the prior written
approval of the City. Contractor's total compensation for Services performed in
accordance with this Agreement, including all reimbursable items, shall not exceed
Twenty -Five Thousand Dollars and 00/100 ($25,000.00) without 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 of the person
and/or classification of employee who performed the Work, a brief description of the
Services performed and/or the specific task from the Scope Services attached hereto
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) days after approval of the monthly
invoice by City staff.
4.3. City shall reimburse Contractor only for those costs or expenses specifically
approved in the Scope of Services attached hereto. Unless otherwise approved, such
costs shall be limited and include nothing more than the actual costs and/or other costs
and/or payments specifically authorized in advance in writing and incurred by Contractor
in the performance of this Agreement.
Golden Bell Products Page 2
4.4. Contractor shall not receive any compensation for Extra Work without the
prior written authorization of City. As used herein, "Extra Work" means any work that is
determined by the Project Administrator (as defined in Section 5 below) to be necessary
for the proper completion of the Project, but which is not included within the Scope of
Work and which the City and Contractor did not reasonably anticipate would be
necessary. Compensation for any authorized Extra Work shall be paid in accordance
with the Schedule of Billing Rates set forth in Exhibit A.
5. ADMINISTRATION
This Agreement will be administered by the Municipal Operations Department. Mike
Lynch, Utilities Supervisor, or his designee shall be the Project Administrator and shall
have the authority to act for City under this Agreement. The Project Administrator or his
authorized representative shall represent City in all matters pertaining to the Services to
be rendered pursuant to this Agreement.
6. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
6.1. 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 unless approved in advance by the Project
Administrator.
6.2. All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the personnel required to perform
the Services required by this Agreement, and that it will perform all Services in a
manner commensurate with highest professional standards. All Services shall be
performed by qualified and experienced personnel who are not employed by City, nor
have any contractual relationship with City.
7. RESPONSIBILITY FOR DAMAGES OR INJURY
7.1. 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.
7.2. 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 the Contractor.
7.3. To the fullest extent permitted by law, Contractor shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
Golden Bell Products _ Page 3
attorney's 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).
7.4. 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 attorney's 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 the Consultant.
7.5. Contractor shall perform all Project 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 Project Work.
7.6. 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.
7.7. The rights and obligations set forth in this Section shall survive the
termination of this Agreement.
8. INDEPENDENT CONTRACTOR
City has retained Contractor as an independent contractor and neither Contractor nor its
employees are to be considered employees of the 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 express terms of this Agreement. No civil
service status or other right of employment shall accrue to Contractor or its employees.
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 or to exercise a measure of control over Contractor
shall mean only that Contractor shall follow the desires of City with respect to the results
of the Services.
Golden Bell Products Page 4
9. 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.
10.INSURANCE
10.1. 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. The cost of such insurance
shall be included in Contractor's bid.
10.2. Coverage and Limit Requirements.
10.2.1. Workers' Compensation. 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 type for Contractor's
employees in accordance with the laws of the State of California, Section 3700 of the
Labor Code. In addition, Contractor shall require each subcontractor to similarly
maintain Workers' Compensation Insurance and Employer's Liability Insurance in
accordance with the laws of the State of California, Section 3700 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
elected or appointed officers, agents, officials, employees and volunteers. Contractor
shall submit to City, along with the required certificate of insurance, a copy of such
waiver of subrogation endorsement.
10.2.2. General Liability. Contractor shall maintain commercial general
liability insurance 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) Products and Completed Operations Aggregate for bodily injury, personal
injury, and property damage, including without limitation, blanket contractual liability.
Coverage shall be at least as broad as that provided by Insurance Services Office form
CG 00 01. None of the policies required herein shall be in compliance with these
requirements if they include any limiting endorsement that has not been first submitted
to City and approved in writing.
10.2.3. Automobile Liability. Contractor shall maintain automobile
insurance covering bodily injury and property damage for all activities of the 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 vehicles, in an amount
not less than one million dollars ($1,000,000) combined single limit for each accident.
10.2.4. Builders Risk. For Agreements or Contracts with
Construction/Builders Risk property exposures, Contractor shall maintain Builders Risk
insurance or an installation floater as directed by City, covering damages to the Work
for "all risk" or special form causes of loss with limits equal to one hundred percent
Golden Bell Products Page 5
(100%) of the completed value of contract, with coverage to continue until final
acceptance of the Work by City. At the discretion of City, the requirement for such
coverage may include additional protection for Earthquake and/or Flood. City shall be
included as an insured on such policy, and Contractor shall provide the City with a copy
of the policy.
10.3. Other Insurance Provisions or Requirements.
10.3.1. 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 an additional
insured endorsement for general liability. Insurance certificates and endorsements
must be approved by City's Risk Manager prior to commencement of performance or
issuance of any permit. Current evidence of insurance shall be kept on file with City at
all times during the term of this Agreement. All of the executed documents referenced in
this Agreement must be returned within ten (10) working days after the date on the
"Notification of Award," so that the City may review and approve all insurance and bond
documentation. City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
10.3.2. General liability insurance Provisions. Primary and excess or
umbrella liability policies are to contain, or be endorsed to contain, the following
provisions:
10.3.2.1. City, its elected or appointed officers, agents, officials,
employees, and volunteers are to be covered as additional insureds as respects: liability
arising out of activities performed by or on behalf of Contractor, including the insured's
general supervision of Contractor; products and completed operations of Contractor;
premises owned, occupied or used by Contractor. The coverage shall contain no
special limitations on the scope of protection afforded to City, its elected or appointed
officers, officials, employees, agents or volunteers. Contractor shall submit to City a
copy of the additional insured endorsement along with the required certificates of
insurance.
10.3.2.2. Contractor's insurance coverage shall be primary insurance
and/or primary source of recovery as respects City, its elected or appointed officers,
agents, officials, employees and volunteers as respects to all claims, losses, or liability
arising directly or indirectly from the Contractor's operations or services provided to the
City. Any insurance or self-insurance maintained by City, its officers, officials,
employees and volunteers shall be excess of the Contractor's insurance and shall not
contribute with it.
10.3.2.3. Contractor's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
10.4. 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
Golden Bell Products Page 6
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.
10.5. Notice of Cancellation. Contractor agrees to oblige its insurance broker and
insurers to provide to City with 30 days notice of cancellation (except for nonpayment
for which 10 days notice is required) or nonrenewal of coverage for each required
coverage except for builder's risk insurance. The builder's risk policy will contain or be
endorsed to contain a provision providing for 30 days written notice to City of
cancellation or nonrenewal, except for nonpayment for which 10 days notice is required.
10.6. 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 the contractor, which
may 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.
10.7. Timely Notice of Claims. Contractor shall give City prompt and timely notice of
any claim made or suit instituted arising out of or resulting from Contractor's
performance under this agreement.
10.8. Waiver. All insurance coverage maintained or procured pursuant to this
agreement shall be endorsed to waive subrogation against City, its elected or appointed
officers, agents, officials, employees and volunteers, or shall specifically allow
Contractor or others providing insurance evidence in compliance with these
requirements to waive their right of recovery prior to a loss. Contractor hereby waives its
own right of recovery against City, and shall require similar written express waivers and
insurance clauses from each of its subcontractors.
10.9. Enforcement of Contract Provisions. Contractor acknowledges and agrees
that any actual or alleged failure on the part of the City to inform Contractor of non-
compliance with any requirement imposes no additional obligations on the City nor does
it waive any rights hereunder.
10.10. 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.
10.11. City's Remedies. City shall have the right to order the Contractor to stop
Work under this Agreement and/or withhold any payment(s) that become due to
Contractor hereunder until Contractor demonstrates compliance with the requirements
of this article. In the alternative, City may purchase the required coverage and charge
Contractor the cost of the premiums or deduct the cost from Contractor's payments.
Golden Bell Products Page 7
10.12. Coverage not Limited. All insurance coverage and limits provided by
contractor and available or applicable to this agreement are intended to apply to the full
extent of the policies. Nothing contained in this agreement or any other agreement
relating to the city or its operations limits the application of such insurance coverage.
10.13. Coverage Renewal. Contractor will renew the coverage required here
annually as long as Contractor continues to provide any Services under this or any
other contract or agreement with the City. Contractor shall provide proof that policies of
insurance required herein expiring during the term of this Agreement 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
within five days of the expiration of the coverages.
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 Contract shall be paid to all workmen employed on the Work to
be done according to the Contract 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 Contract. 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.
12. SUBCONTRACTING
City and Contractor agree that subcontractors may be used to complete the Work
outlined in the Scope of Work provided the Contractor obtains City approval prior to the
subcontractor performing any work. Contractor shall be fully responsible to City for all
acts and omissions of the subcontractors. Nothing in this Agreement shall create any
contractual relationship between City and 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.
13MITHHOLDINGS
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
Golden Bell Products Page 8
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.
14.CONFLICTS OF INTEREST
14.1. The 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.
14.2. 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.
15. NOTICES
15.1. All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, to City by Contractor 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. All notices, demands, requests or approvals from Contractor to
City shall be addressed to City at:
Attn: Operations Manager
Municipal Operations Department
City of Newport Beach
3300 Newport Blvd.
PO Box 1768
Newport Beach, CA 92658
Phone: 949-644-3011
15.2. All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attn: Michelle Webster
Golden Bell Products
1200 N. Jefferson St. "M"
Anaheim, CA 92807
Phone: 714-630-3861
Golden Bell Products Page 9
16. NOTICE OF CLAIMS
Unless a shorter time is specified elsewhere in this Contract, before making its final
request for payment under the Contract, Contractor shall submit to City, in writing, all
claims for compensation under or arising out of this Contract. Contractor's acceptance
of the final payment shall constitute a waiver of all claims for compensation under or
arising out of this Contract except those previously made in writing and identified by
Contractor in writing as unsettled at the time of its final request for payment. The
Contractor and the City expressly agree that in addition to all claims filing requirements
set forth in the Contract and Contract Documents, the Contractor shall be required to file
any claim the Contractor may have against the City in strict conformance with the Tort
Claims Act (Govt. Code §§ 900 et seq.).
17.TERMINATION
17.1. 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, the
non -defaulting party may terminate the Agreement forthwith by giving to the defaulting
party written notice thereof.
17.2. Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving 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
materials purchased in performance of this Agreement.
18.GUARANTEE
Contractor agrees that the insecticidal -latex coating applied pursuant to this Agreement
shall be covered by a two (2) year wear guarantee as outlined in the Guarantee
Information, attached hereto as Exhibit A and incorporated in full by this reference.
19.STANDARD PROVISIONS
19.1. 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.
19.2. Waiver. A waiver by City of any term, covenant, or condition in the Contract
shall not be deemed to be a waiver of any subsequent breach of the same or any other
term, covenant or condition.
Golden Bell Products Page 10
19.3. Integrated Contract. This Contract represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and Contracts of whatsoever kind or nature are merged herein.
No verbal Contract or implied covenant shall be held to vary the provisions herein.
19.4. Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Contract and the Exhibits attached hereto, the terms of
this Contract shall govern.
19.5. Amendments. This Contract 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.
19.6. Effect of Contractor's Execution. Execution of this Contract by Contractor is a
representation that Contractor has visited the Project Site, has become familiar with the
local conditions under which the Work is to be performed, and has taken into
consideration these factors in submitting its Project Proposal and Scope of Work.
19.7. Controlling Law and Venue. The laws of the State of California shall govern
this Contract and all matters relating to it and any action brought relating to this Contract
shall be adjudicated in a court of competent jurisdiction in the County of Orange.
19.8. 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, religion, color, national origin, handicap,
ancestry, sex or age.
19.9. 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.
19.10. 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.
19.11. No Attorney's Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorney's fees.
19.12. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall constitute one
and the same instrument.
[SIGNATURES ON NEXT PAGE]
Golden Bell Products Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
OFFICE O7 THE CITY ATTORNEY
Date: 1 �i;"7 i 1 /
By:
L ie Mulvihill
Assistant City Attorney
ATTEST:
Date:
By: -
Leilani I. Brown
City Clerk
,4
U
`L'�'o R N
CITY OF NEWPORT/BEACH,
EACH,
A Califorel�l
ici ;' I carpofati
Date:
Mark Har[non % l
Municipal Operations Director
CONSULTANT: Golden Bell Products, a
California cor oration
Date: 1- -o '30,Z11
Murrill Adams
President
Date: 170z' y K %
By:
Marilyn A ams
Treasurer
[END OF SIGNATURES]
ATTACHMENTS: EXHIBIT A — SCOPE OF SERVICES
EXHIBIT B — SCHEDULE OF BILLING RATES
Golden Bell Products Page 12
EXHIBIT A — SCOPE OF SERVICES
Contractor shall provide the following services pursuant to this Agreement:
o Apply an approved product for sewer roach control application in sanitary manholes.
o Treat to depth of eight (8) feet or less, with an approximate area of 100 square feet
per manhole.
o Will prepare and treat according to manufacturer's specifications for preparation
instructions.
• Apply coating based on the manufacturers recommended label rates, five (5)
manholes per gallon, not to exceed three (3) pints per manhole.
• Mark each manhole cover with an identifying color after being treated.
o Provide proper supervision at the job site during all phases of work.
o Be responsible for coordinating the work to be done. Work will take place in alley's,
yards, parking lots, and streets.
o Guarantee the application for Two (2) full years from the date of treatment. If more
than 50 living roaches are found in a manhole during the warranty period, the
manhole must then be retreated by Golden Bell Products at no additional charge or
obligation to Customer. Golden Bell Products will retreat any manhole which
inspections report live roaches within fourteen (14) calendar days after notification.*
o Will report number of manholes and cleanouts treated when submitting billing
invoices. Golden Bell Products will indicate in writing on each quarter section map,
the number of manholes and cleanouts treated, applicators name with the date of
completion. This will serve as the record of application for the necessary Agencies
and warranty information.
• Customer will supply quarter section maps indicating exact locations of manholes
and cleanouts.
• Customer will make accessible all designated manholes and cleanouts to be coated.
If not accessible Golden Bell Products will notify Customer to expose. If Customer
chooses Golden Bell Products will expose and treat. This will incur an additional
charge.
o Customer will provide inspection and assistance where necessary.
• No more than 60 calendar days will elapse between date of notice to proceed and
completion of the application. A reasonable time for potentially unfavorable weather
will be mutually agreed upon by Customer and Golden Bell Products
o Requirements may be added or deleted from the above Scope of Work, however
both parties prior to the commencement of work must agree these upon.
o The cost of additional permits and/or licenses, other than those already required by
the state, required within city limits to perform work within that city will be assumed
by the city.
o Some assistance with traffic control in heavily traveled areas may be required.
A-1IPage
EXHIBIT B — SCHEDULE OF BILLING RATES
Manhole Quantity
Per -Manhole Application Cost
For less than 1000 Manholes
For more than 1000 Manholes
$ 20.00
$ 18.50
THIS AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT, entered
into this °I" day of July, 2009, by and between the CITY OF NEWPORT BEACH, a
municipal corporation, (hereinafter referred to as "City") and GOLDEN BELL
PRODUCTS, INC., a California corporation whose address is 1200 N. Jefferson St. "M",
Anaheim, California 92807 ("Contractor"), and is made with reference to the following:
RECITALS
A. On June 30, 2007, CITY and CONTRACTOR entered into an On -Call
Professional Services Agreement, hereinafter referred to as "Agreement",
for Insecticidal Latex Coating for Sewer Roach Control Services. This
Agreement is scheduled to expire on June 30, 2008.
B. On June 12, 2008, City and Contractor entered into Amendment No. 1 to
extend the term of the Agreement to June 30, 2009.
C. City desires to enter into this Amendment No. 2 to extend the term of the
Agreement to June 30, 2011.
D. City and Contractor mutually desire to amend Agreement, hereinafter
referred to as "Amendment No. 2", as provided here below.
NOW, THEREFORE, the parties hereto agree as follows:
2.
TERM
The term of the Agreement shall be extended to June 30, 2011.
Compensation to the Contractor for services performed pursuant to this
Amendment No. 2 for all work performed from July 1, 2009, to June 30,
2011, shall be based on the attached Schedule of Billing Rates (Exhibit
B).
3. SERVICES TO BE PERFORMED
Contractor shall perform insecticidal latex coating for sewer roach control
services in various locations throughout the City pursuant to this
AMENDMENT NO. 2
TO
PROFESSIONAL SERVICES AGREEMENT
WITH GOLDEN BELL PRODUCTS, INC.
FOR ON-CALL SERVICES FOR INSECTICIDAL LATEX COATING
FOR SEWER ROACH CONTROL
THIS AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT, entered
into this °I" day of July, 2009, by and between the CITY OF NEWPORT BEACH, a
municipal corporation, (hereinafter referred to as "City") and GOLDEN BELL
PRODUCTS, INC., a California corporation whose address is 1200 N. Jefferson St. "M",
Anaheim, California 92807 ("Contractor"), and is made with reference to the following:
RECITALS
A. On June 30, 2007, CITY and CONTRACTOR entered into an On -Call
Professional Services Agreement, hereinafter referred to as "Agreement",
for Insecticidal Latex Coating for Sewer Roach Control Services. This
Agreement is scheduled to expire on June 30, 2008.
B. On June 12, 2008, City and Contractor entered into Amendment No. 1 to
extend the term of the Agreement to June 30, 2009.
C. City desires to enter into this Amendment No. 2 to extend the term of the
Agreement to June 30, 2011.
D. City and Contractor mutually desire to amend Agreement, hereinafter
referred to as "Amendment No. 2", as provided here below.
NOW, THEREFORE, the parties hereto agree as follows:
2.
TERM
The term of the Agreement shall be extended to June 30, 2011.
Compensation to the Contractor for services performed pursuant to this
Amendment No. 2 for all work performed from July 1, 2009, to June 30,
2011, shall be based on the attached Schedule of Billing Rates (Exhibit
B).
3. SERVICES TO BE PERFORMED
Contractor shall perform insecticidal latex coating for sewer roach control
services in various locations throughout the City pursuant to this
Amendment No. 2 and according to the Request to Extend On -Call
Services Agreement dated May 11, 2009, attached hereto as Exhibit A.
4. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and
covenants set forth in Agreement shall remain unchanged and shall be in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 on
the date first above written.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
By:
My ette D. 9ead'611601
Assistant City Attorney
ATTEST:
By: D4tovv—
Leilani
Brown,
City Clerk
CITY OF NEWPORT BEACH
A Municipal Corporation
By'
eor e M Lfrdoch,
Utilities Director
CONTRACTOR:
GOLDEN BELL PRODUCTS, INC.
Title: President
Print Name: Murrill G. Adams
Byeu
(Fiffancial Officer)
Title: Treasurer
Print Name: Marilyn M. Adams
Attachment: Exhibit A – Request to Extend On -Call Services Agreement
Exhibit B – Scope of Services and Billing Rates
EXHIBIf'p'
* PRODUCTS, INC.
1200 N. Jefferson St W Anaheim, CA 92807- PHONE (714) 630-3861 / FAX (714) 630-4807
www.goidenbellproduc s.com
May 11, 2009
City of Newport Beach
Utilities Department
Attn: Cindy Asher
3300 Newport Blvd.
Newport Beach, CA 92658-8951
Re: Amendment to Professional Service Agreement—On-call Services for Insecticidal Latex
Coating fpr Sewer Roach Control in Manholes.
Dear Ms. Asher
Golden Bell Products, Inc. Is requesting to extend the Professional Service Agreement for another
two years to commence on July 1, 2009. Please see the attached scope of work with current
pricing rates.
Yours truly,
i
Michelle Webster.
EXHIBIT "B"
GOLDEN PRODUCT$M41C.
1200 N. Jefferson St. "M" Anaheim, CA 92807 — Phone (714) 630-3861 / Fax (714) 63011807
www.goidenbellproducts_com
Monday, May 11, 2009
Cfty of New Be@cl{
949 West 16th ,$jm .
NVURrt Seachx
Dear Sir or Madam:
Golden Bell Products to provide all labor, material and suppfies required to coat sanitary sewer manholes with
INSECTA, insecticidal latex coating for sewer roach control.
SCOPE OF WORK
Golden Bell Products to perform the fotbwing items:
• Apply an approved product for sewer roach control application in sanitary manholes.
♦ Treat to depth of eight (B) feet or Wss, with an apprmdmate area of 100 square feet per manhole.
• Will prepare and treat accords to manufacturers specifications for preparation instructions.
♦ Apply coating based on the manufacturers recommended label rates, five (5) manholes per gallon, not to
exceed three (3) pints per manhole.
♦ Mark each manhole cover with an identilyerg color atter being treated.
♦ Provide proper supervision at the job site during all phases of work.
• Be responsible for coordinating the work to be done. Work will take place in alleys, yards, pwft lots, and
streets.
Guarantee the application for Two (2) full years from the date of treatment. If more than 50 living roaches are
found in a manhole during the warranty period, the manhole must linen be retreated by Golden Bell Products at
no additional charge or obligation to Customer. Golden Beg Products will retreat any manhole which
inspections report live roaches wdldn fourteen (14) calendar days after notification.*
• Will report number of manholes and cleanouts heated when submitting billing invoices_ Gold Bell Products
will Indicate in writing on each quarter section map, the number of manholes and cleanouts treated, applicators
name with the date of comptetfon. This will serve as the record of application for the necessary Agencies and
warranty information.
• Customer will supply quarter section maps indicating exact locations of manholes and cleanouts.
♦ Customer will make accessible all designated manholes and cleanouts to be coated. If not accessible Golden
Bell Products will notify Customer to expose. If Cusmmer chooses Golden Bell Products WM expose and treat.
This will Incur an additional charge.
e Customer will provide Inspection and assistance where necessary.
• No more than 60 calendar days will elapse between date of notice to proceed and oompledon of the
application. A reasonable time for potentially unfavorable weather will be mutually agreed upon by Customer
and Golden Bell Products
♦ Requirements maybe added or deleted from the above Scope of Work, however both parties prior to the
commencement of work must agree these upon.
♦ The cost of additional permits and/or licenses, other than those already required by the state, required within
city limits to perforin work within that city will be assumed by the city.
Golden Bell Products will supply all appropriate insurance coverage required by the state Ikrensurg agendas to
apply roach control product to sewer manholes.
Special plot: Some assistance with traffic control in heavily traveled areas may he required.
'NOTE: The Insectiddal-Wex waft is not a repenertt and there!ore, will not repel roaches They must rest on 0
to eliminate them!
PftQ Par Manh& Applkation costa
For less than 1000 Manholes is $19.50 ea.
For raore than 1000 Manholes is $1&.00 on.
(This is a service — No Sales TO
' Then: is a 150artarrhok minimum fora!! jabs.
This proposal is good through June 30, 2011. Thank you for this opportunity. If you have any questions please
contact Michelle Webster at 714/630-3861.
Sincerely,
Michelle We r
Program Manager
AMENDMENT NO. 1
TO
PROFESSIONAL SERVICES AGREEMENT
WITH GOLDEN BELL PRODUCTS, INC.
FOR ON-CALL SERVICES FOR INSECTICIDAL LATEX COATING
FOR SEWER ROACH CONTROL
THIS AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT, entered
into this ti's day of June, 2008, by and between the CITY OF NEWPORT BEACH, a
municipal corporation, (hereinafter referred to as "City") and GOLDEN BELL
PRODUCTS, INC., a California corporation whose address is 1200 N. Jefferson St. "M",
Anaheim, California 92807 ("Contractor"), and is made with reference to the following:
RECITALS
A. On June 30th, 2007, CITY and CONTRACTOR entered into an On -Call
Professional Services Agreement, hereinafter referred to as "Agreement",
for Insecticidal Latex Coating for Sewer Roach Control Services. This
Agreement is scheduled to expire on June 30th, 2008.
B. City desires to enter into this Amendment No. 1 to extend the term of the
Agreement to June 30th, 2009.
C. City and Contractor mutually desire to amend Agreement, hereinafter
referred to as "Amendment No. 1", as provided here below.
NOW, THEREFORE, the parties hereto agree as follows:
1. Contractor shall perform insecticidal latex coating for sewer roach control
services in various locations throughout the City pursuant to this
Amendment No. 1 and according to the Request to Extend On -Call
Services Agreement dated May 29, 2008, attached hereto as Exhibit A.
2. Compensation to the Contractor for services performed pursuant to this
Amendment No. 1 for all work performed from July 1, 2008, to June 30,
2009, shall be based on the attached Schedule of Billing Rates (Exhibit
B).
3. The term of the Agreement shall be extended to June 30, 2009.
4. Except as expressly modified herein, all other provisions, terms, and
covenants set forth in Agreement shall remain unchanged and shall be in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on
the date first above written.
APPROVED AS TO FORM:
By:
Aaron C. Harp,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
By: h�nP /// /
LaVonne Harkless, ,
City Clerk
CITY OF NI
A Municipal
RT BEACH
ration
Ste
�e
Utilities i ector
for the City of Newport Beach
GOLDEN BELL PRODUCTS, INC.
Title: President
Print Name: cP_P_.,u_ L : /104615
Byi�C.0
(Financial Officer)
Title:i�
Print Name:M L;j ji-c- t . i�� t? S
Attachment: Exhibit A — Request to Extend On -Call Services Agreement
Exhibit B — Schedule of Billing Rates
A&
GOLDENJOL PRODUCTS2 tNC.
$� ,
1200 N. Jefferson St "M" Anaheim, CA 92807- PHONE (714) 630-38611 FAX (714) 630-4807
www.goidenbeliproducts.com
City of Newport Beach
Utilities Department
Steve Myrter
3300 Newport Blvd.
P.O. Box 1768
Newport Beach, CA 92658
Re: Professional Service Agreement -0n -call Services for Insecticidal Latex Coating for
Sewer Roach Control in Manholes.
Dear Mr. Myrter:
Golden Bell Products, inc. is requesting to extend the Professional Service Agreement for another
year to commence on July 1, 2008. Please see the attached scope of work with current pricing.
Yours truly,
-✓Po-�1 � VVW�_
Michelle Webster.
d& EXHIBIT 11811
GOLDEN HELL PRODUCTS, INC.
1200 N. Jefferson St. "M" Anaheim, CA 92807 — Phone (714) 630-3861 / Fax (714) 630-4807
www.goldenbellproducts.com
Thursday, May 29, 2008
City of Newport Beach
949 West 16th Street
.........................................
Newport Beach CA 92663
Dear Sir or Madam:
Golden Bell Products to provide all labor, material and supplies required to coat sanitary sewer manholes with
INSECTA, insecticidal latex coating for sewer roach control.
SCOPE OF WORK
Golden Bell Products to perform the following items:
♦ Apply an approved product for sewer roach control application in sanitary manholes.
♦ Treat to depth of eight (8) feet or less, with an approximate area of 100 square feet per manhole.
♦ Will prepare and treat according to manufacturer's specifications for preparation instructions.
♦ Apply coating based on the manufacturers recommended label rates, five (5) manholes per gallon, not to
exceed three (3) pints per manhole.
♦ Mark each manhole cover with an identifying color after being treated.
♦ Provide proper supervision at the job site during all phases of work.
♦ Be responsible for coordinating the work to be done. Work will take place in alley's, yards, parking lots, and
streets.
♦ Guarantee the application for Two (2) full years from the date of treatment. If more than 50 living roaches are
found in a manhole during the warranty period, the manhole must then be retreated by Golden Bell Products at
no additional charge or obligation to Customer. Golden Bell Products will retreat any manhole which
inspections report live roaches within fourteen (14) calendar days after notification
♦ Will report number of manholes and cleanouts treated when submitting billing invoices. Golden Bell Products
Will indicate in writing on each quarter section map, the number of manholes and cleanouts treated, applicators
name with the date of completion. This will serve as the record of application for the necessary Agencies and
warranty information.
♦ Customer will supply quarter section maps indicating exact locations of manholes and cleanouts.
♦ Customer will make accessible all designated manholes and cleanouts to be coated. If not accessible Golden
Bell Products will notify Customer to expose. If Customer chooses Golden Bell Products will expose and treat.
This will incur an additional charge.
♦ Customer will provide inspection and assistance where necessary.
♦ No more than 60 calendar days will elapse between date of notice to proceed and completion of the
application. A reasonable time for potentially unfavorable weather will be mutually agreed upon by Customer
and Golden Bell Products
♦ Requirements may be added or deleted from the above Scope of Work, however both parties prior to the
commencement of work must agree these upon.
♦ The cost of additional permits and/or licenses, other than those already required by the state, required within
city limits to perform work within that city will be assumed by the city.
Golden Bell Products will supply all appropriate insurance coverage required by the state licensing agencies to
apply roach control product to sewer manholes.
Special Mote: Some assistance with traffic control in heavily traveled areas may be required.
*NOTE. The Insecticidal -latex coating is not a repellent and therefore, will not repel roaches. They must rest on it
to eliminate them!
Pricing Per Manhole Application costs
For less than 1000 Manholes is $19.00 ea.
For more than 1000 Manholes is $17.50 ea.
(This is a service — No Sales Tax)
* There is a 100 -manhole minimum for all jobs.
This proposal is good through June 30, 2009. Thank you for this opportunity. If you have any questions please
contact Michelle Webster at 714/630-3861.
Sincerely,
Michelle Webster
Program Manager
PROFESSIONAL SERVICES AGREEMENT WITH
GOLDEN BELL PRODUCTS, INC. FOR ON-CALL SERVICES FOR
INSECTICIDAL LATEX COATING FOR SEWER ROACH CONTROL
THIS AGREEMENT is made and entered into as of this -6eday of June, 2007,
by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ("City"),
and GOLDEN BELL PRODUCTS, INC., a California corporation whose address is
1200 N. Jefferson St., Ste. M, Anaheim, California ("Consultant"), 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 has a need for on-call assistance for sewer roach control.
C. City desires to engage Consultant to perform on-call insecticidal latex coating for
sewer roach control services throughout the City on an as need basis ("Project").
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member of Consultant for purposes of Project, shall be Michelle
Webster.
F. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant 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 above written date, and shall
terminate on the 30 day of June, 2008, unless terminated earlier as set forth
herein.
2. SERVICES TO BE PERFORMED
Consultant shall provide "On -Call" insecticidal latex coating for sewer roach
control services as described in the Statement of Qualifications attached as
Exhibit "A." Upon verbal or written request from the Project Administrator,
Consultant shall provide a letter proposal for services requested by the City
(hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall
include the following:
A. A detailed description of the services to be provided;
B. The position of each person to be assigned to perform the services, and
the name of the individuals to be assigned, if available;
C. The estimated number of hours and cost to complete the services; and
D. The time needed to finish the specific project.
No services shall be provided until the Project Administrator has provided written
acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and
the services shall be performed to completion in a diligent and timely manner.
The failure by Consultant to perform the services in a diligent and timely manner
may result in termination of this Agreement by City.
Notwithstanding the foregoing, Consultant shall not be responsible for delays
due to causes beyond Consultant'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 to the other party so that all delays can be addressed.
3.1 Consultant shall submit all requests for extensions of time for
performance in writing to the Project Administrator 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 Consultant's control.
3.2 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the
circumstances, by telephone, fax, hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
City shall pay Consultant 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 "A" and incorporated herein by
reference.
K
No rate changes shall be made during the term of this Agreement without the prior
written approval of the City. Consultant's compensation for services performed in
accordance with this Agreement, including all reimbursable items and
subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as
approved by the Project Administrator. Any Letter Proposal that sets forth fees in
excess of Thirty Thousand Dollars and No Cents ($30,000.00) shall require a
separate Professional Service Agreement approved by per Council Policy F-14.
4.1 Consultant shall submit monthly invoices to City describing the work
performed the preceding month. Consultant's bills shall include the name
of the person and/or classification of employee who performed the work, a
brief description of the services performed and/or the specific task in the
letter proposal 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 Consultant
no later than thirty (30) days after approval of the monthly invoice by City
staff.
4.2 City shall reimburse Consultant only for those costs or expenses
specifically approved in the Letter Proposal. Unless otherwise approved,
such costs shall be limited and include nothing more than the following
costs incurred by Consultant:
A. The actual costs of subconsultants for performance of any of the
services that Consultant agrees to render pursuant to this
Agreement and the Letter Proposal, which have been approved in
advance by City and awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and/or other costs and/or payments specifically
authorized in advance in writing and incurred by Consultant in the
performance of this Agreement.
4.3 Consultant shall not receive any compensation for Extra Work 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 Letter
Proposal and which the parties did not reasonably anticipate would be
necessary. Compensation for any authorized Extra Work shall be paid in
accordance with the Schedule of Billing Rates set forth in Exhibit A.
3
5. PROJECT MANAGER
Consultant 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. Consultant has designated Michelle Webster
to be its Project Manager. Consultant 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.
Consultant, 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.
Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Utilities Department. George
Murdoch shall be the Project Administrator and shall have the authority to act for
City under this Agreement. The Project Administrator or his/her authorized
representative shall represent City in all matters pertaining to the services to be
rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
In order to assist Consultant in the execution of its responsibilities under this
Agreement, City agrees to, where applicable:
A. Provide access to, and upon request of Consultant, 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 Consultant's
work schedule.
8. STANDARD OF CARE
8.1 All of the services shall be performed by Consultant or under Consultant's
supervision. Consultant 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. All services shall
be performed by qualified and experienced personnel who are not
employed by City, nor have any contractual relationship with City. By
delivery of completed work, Consultant certifies that the work conforms to
the requirements of this Agreement and all applicable federal, state and
local laws and the professional standard of care.
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8.2 Consultant represents and warrants to City that it has or shall obtain all
licenses, permits, qualifications, insurance and approvals of whatsoever
nature that are legally required of Consultant to practice its profession.
Consultant further represents and warrants to City that Consultant shall, at
its sole cost and expense, keep in effect or obtain at all times during the
term of this Agreement, any and all licenses, permits, insurance and other
approvals that are legally required of Consultant to practice its profession.
Consultant shall maintain a City of Newport Beach business license
during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by
reason of strikes, lockouts, accidents, or acts of God, or the failure of City
to furnish timely information or to approve or disapprove Consultant's
work promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
9. HOLD HARMLESS
To the fullest extent permitted by law, Consultant shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents
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, attorney's 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 work performed or
services provided under this Agreement (including, without limitation, defects in
workmanship or materials and/or design defects [if the design originated with
Consultant]) or Consultant's presence or activities conducted on the Project
(including the negligent and/or willful acts, errors and/or omissions of Consultant,
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).
Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant 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 attorney's 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 the Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the work are under the control of Consultant, except to the extent
they are limited by statute, rule or regulation and the expressed terms of this
Agreement. Nothing in this Agreement shall be deemed to constitute approval
for Consultant or any of Consultant's employees or agents, to be the agents or
employees of City. Consultant shall have the responsibility for and control over
the means of performing the work, provided that Consultant is in compliance with
the terms of this Agreement. Anything in this Agreement that may appear to give
City the right to direct Consultant as to the details of the performance or to
exercise a measure of control over Consultant shall mean only that Consultant
shall follow the desires of City with respect to the results of the services.
11. COOPERATION
Consultant 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
Consultant on the Project.
12. CITY POLICY
Consultant 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
Consultant is responsible for keeping the Project Administrator and/or his/her
duly authorized designee informed on a regular basis regarding the status and
progress of the work, activities performed and planned, and any meetings that
have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of work, Consultant shall obtain, provide and maintain at its own expense during
the term of this Agreement, a policy or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Consultant shall provide certificates of
insurance with original endorsements to City as evidence of the insurance
coverage required herein. Insurance certificates must be approved by
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City's Risk Manager prior to commencement of performance or issuance
of any permit. Current certification of insurance shall be kept on file with
City's at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. 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.
D. Coverage Requirements.
1. Workers' Compensation Coverage. Consultant shall maintain
Workers' Compensation Insurance and Employer's Liability
Insurance for his or her employees in accordance with the laws of
the State of California. In addition, Consultant shall require each
subcontractor to similarly maintain Workers' Compensation
Insurance and Employer's Liability Insurance in accordance with
the laws of the State of California for all of the subcontractor's
employees. Any notice of cancellation or non -renewal of all
Workers' Compensation policies must be received by City at least
thirty (30) calendar days (10 calendar days written notice of non-
payment of premium) prior to such change. The insurer shall agree
to waive all rights of subrogation against City, its officers, agents,
employees and volunteers for losses arising from work performed
by Consultant for City.
2. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
3. Automobile Liability Coverage. Consultant shall maintain
automobile insurance covering bodily injury and property damage
for all activities of the Consultant arising out of or in connection with
work to be performed under this Agreement, including coverage for
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any owned, hired, non -owned or rented vehicles, in an amount not
less than one million dollars ($1,000,000) combined single limit for
each occurrence.
E. Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
1. The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
the Consultant.
2. This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from the Consultant's operations or services
provided to City. Any insurance maintained by City, including any
self-insured retention City may have, shall be considered excess
insurance only and not contributory with the insurance provided
hereunder.
3. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
4. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
5. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
6. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either
party except after thirty (30) calendar days (10 calendar days
written notice of non-payment of premium) written notice has been
received by City.
F. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Consultant's performance under this Agreement.
G. Additional Insurance. Consultant 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.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Consultant, or of
the interest of any general partner or joint venturer or syndicate member or
cotenant if Consultant is a partnership or joint -venture or syndicate or cotenancy,
which shall result in changing the control of Consultant. Control means fifty
percent (50%) or more of the voting power, or twenty-five percent (25%) or more
of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of
Consultant. Assignments of any or all rights, duties or obligations of the
Consultant under this Agreement will be permitted only with the express written
consent of City. Consultant shall not subcontract any portion of the work to be
performed under this Agreement without the written authorization of City.
17. 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 authorizes the release of information.
18. RECORDS
Consultant shall keep records and invoices in connection with the work to be
performed under this Agreement. Consultant 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 Consultant to this Agreement. All such records shall be
clearly identifiable. Consultant shall allow a representative of City to examine,
audit and make transcripts or copies of such records during regular business
hours. Consultant 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 under this Agreement.
19. WITHHOLDINGS
City may withhold payment 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. Consultant
shall not discontinue work as a result of such withholding. Consultant shall have
an immediate right to appeal to the City Manager or his designee with respect to
such disputed sums. Consultant 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.
20. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what
would have resulted if there were not errors or omissions in the work
accomplished by Consultant, the additional design, construction and/or
restoration expense shall be borne by Consultant. Nothing in this paragraph is
intended to limit City's rights under any other sections of this Agreement.
21. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
22. CONFLICTS OF INTEREST
The Consultant 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.
If subject to the Act, Consultant shall conform to all requirements of the Act.
Failure to do so constitutes a material breach and is grounds for termination of
this Agreement by City. Consultant shall indemnify and hold harmless City for
any and all claims for damages resulting from Consultant's violation of this
Section.
23. NOTICES
All notices, demands, requests or approvals 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
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in the United States mail, postage prepaid, first-class mail, addressed as
hereinafter provided. All notices, demands, requests or approvals from
Consultant to City shall be addressed to City at:
Mike Lynch
Utilities Department
City of Newport Beach
3300 Newport Boulevard
P.O. Box 1768
Newport Beach, CA, 92658-8915
Phone: 949-644-3011
Fax: 949-646-5204
All notices, demands, requests or approvals from City to Consultant shall be
addressed to Consultant at:
Michelle Webster
Program Manager
Golden Bell Products, Inc.
1200 N. Jefferson St., Ste. M
Anaheim, CA 92807
Phone: (714) 630-3861
Fax: (714) 630-4807
24. TERMINATION
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, the non -defaulting party may terminate the
Agreement forthwith by giving to the defaulting party written notice thereof.
Notwithstanding the above provision, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving
seven (7) calendar days' prior written notice to Consultant. In the event of
termination under this Section, City shall pay Consultant for services
satisfactorily performed and costs incurred up to the effective date of termination
for which Consultant has not been previously paid. On the effective date of
termination, Consultant shall deliver to City all reports and other information
developed or accumulated in the performance of this Agreement, whether in
draft or final form.
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25. COMPLIANCE WITH ALL LAWS
Consultant 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 Consultant shall conform to applicable City,
county, state and federal laws, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
26. WAIVER
A waiver by either party of any breach, of any term, covenant or condition
contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
27. 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. 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. AMENDMENTS
This Agreement may be modified or amended only by a written document
executed by both Consultant and City and approved as to form by the City
Attorney.
30. 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.
31. 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
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reason of the authorship of the Agreement or any other rule of construction
which might otherwise apply.
32. 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.
33. EQUAL OPPORTUNITY EMPLOYMENT
Consultant represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment
because of race, religion, color, national origin, handicap, ancestry, sex or age.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
01.E C
By: _
Aaron C. Harp,
Assistant City Attorney
for the City of Newport Beach
CITY OF NEWPORT BEACH
A Municipal Corporation
By'
eor urdoch
Acting Utilities Director
for the City of Newport Beach
CONSULTANT:
B�
Murrill Adams
President
Golden Bell Products, Inc.
J � 4
By:.
Michelle Web ter
Program Manager
Golden Bell Products, Inc.
Attachments: Exhibit A — Scope of Work with Cost per Manhole
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a&
GOLDEN
LL
SELL PRODUCTS, INC.
1200 N. Jefferson St. "M" Anaheim, CA 92807 —Phone (714) 630-3861 / Fax (714) 630-4807
www.goldenbellproducts.com
Thursday, June 28, 2007
City of Newport Beach
...............
Mike Lynch
949 West 16th Street
............................................
Newport Beach CA 92663
Dear Mike:
Golden Bell Products to provide all labor, material and supplies required to coat sanitary sewer manholes with
INSECTA, insecticidal latex coating for sewer roach control.
SCOPE OF WORK
Golden Bell Products to perform the following items:
♦ Apply an approved product for sewer roach control application in sanitary manholes.
♦ Treat to depth of eight (8) feet or less, with an approximate area of 100 square feet per manhole.
♦ Will prepare and treat according to manufacturer's specifications for preparation instructions.
♦ Apply coating based on the manufacturers recommended label rates, five (5) manholes per gallon, not to
exceed three (3) pints per manhole.
♦ Mark each manhole cover with an identifying color after being treated.
♦ Provide proper supervision at the job site during all phases of work.
Be responsible for coordinating the work to be done. Work will take place in alley's, yards, parking lots, and
streets.
♦ Guarantee the application for Two (2) full years from the date of treatment. If more than 50 living roaches are
found in a manhole during the warranty period, the manhole must then be retreated by Golden Bell Products at
no additional charge or obligation to Customer. Golden Bell Products will retreat any manhole which
inspections report live roaches within fourteen (14) calendar days after notification.*
♦ Will report number of manholes and cleanouts treated when submitting billing invoices. Golden Bell Products
will indicate in writing on each quarter section map, the number of manholes and cleanouts treated, applicators
name with the date of completion. This will serve as the record of application for the necessary Agencies and
warranty information.
♦ Customer will supply quarter section maps indicating exact locations of manholes and cleanouts.
♦ Customer will make accessible all designated manholes and cleanouts to be coated. If not accessible Golden
Bell Products will notify Customer to expose. If Customer chooses Golden Bell Products will expose and treat.
This will incur an additional charge.
Customer will provide inspection and assistance where necessary.
♦ No more than 60 calendar days will elapse between date of notice to proceed and completivn of the
application. A reasonable time for potentially unfavorable eccehcr will be mutUally abye';' vpoi-i by Cus;umar
and Golden Bell Products
♦ Requirements maybe added or deleted from the above Scope of Work, however both parties prior to the
commencement of work must agree these upon.
♦ The cost of additional permits and/or licenses, other than those already required by the state, required within
city limits to perform work within that city will be assumed by the city.
Golden Bell Products will supply all appropriate insurance coverage required by the state licensing agencies to
apply roach control product to sewer manholes.
Special Note: Some assistance with traffic control in heavily traveled areas may be required.
*NOTE: The Insecticidal -latex coating is not a repellent and therefore, will not repel roaches. They must rest on it
to eliminate them!
Pricing Per Manhole Application costs:
For less than 1000 Manholes is $18.50 ea.
For more than 1000 Manholes is $17.00 ea.
(This is a service — No Sales Tax)
* There is a 100 -manhole minimum for all jobs.
This proposal is good through June 30, 2008. Thank you for this opportunity. If you have any questions please .
contact Michelle Webster at 714/630-3861.
Sincerely,
f
Michelle Webster
Program Manager