HomeMy WebLinkAboutC-5094 - On-Call M/RSA for As-Needed Sewer Manhole Lining ServicesAugust 14, 2014
Rachell Wilfert
Management Assistant
Municipal Operations Department
City of Newport Beach, CA
Dear Rachell,
This letter is in reference to your request to clarify the appropriate
contracting party for the Sewer Manhole Lining Services:
Zebron Contracting, Inc.
P,O. Box 2874
Newport Beach, CA 92659
If you have any further questions or concerns, please do not hesitate to
contact me.
Best Regards,
f
Gregory Hex
ZEBRON
Tel: (800)-824-4214
Fax: (714)- 632-6647
(�
'
P.O. Box 2874
I
Newport Beach, CA 42659
www.zebron.com
August 14, 2014
Rachell Wilfert
Management Assistant
Municipal Operations Department
City of Newport Beach, CA
Dear Rachell,
This letter is in reference to your request to clarify the appropriate
contracting party for the Sewer Manhole Lining Services:
Zebron Contracting, Inc.
P,O. Box 2874
Newport Beach, CA 92659
If you have any further questions or concerns, please do not hesitate to
contact me.
Best Regards,
f
Gregory Hex
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ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT
WITH ZEBRON CORPORATION INC. FOR
AS -NEEDED SEWER MANHOLE LINING SERVICES
THIS ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT
("Agreement") is made and entered into as of this 11th day of July, 2014 ("Effective
Date'), by and between the CITY OF NEWPORT BEACH, a California municipal
corporation and charter city ("City"), and Zebron_Coq99fatkwr1nc., a corporation
("Contractor"), whose address is P.O. Box 2874 Ne ort Beach CA 92659, nd is made
p
with reference to the following: � 113
RECITALSC'rc�lt
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to perform on-call maintenance and/or repair
services for City ("Project").
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the maintenance and/or repair services described in this
Agreement.
D. Contractor has examined the location of all proposed work, carefully reviewed
and evaluated the specifications set forth by City for the Project, is familiar with
all conditions relevant to the performance of services, and has committed to
perform all work required for the compensation specified in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on July 31, 2017, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Contractor shall perform the on-call services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). Upon written request from the Project Administrator as defined herein,
Contractor shall provide a letter proposal for Services requested by the City (hereinafter
referred to as the "Letter Proposal"). The Letter Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided;
2.1.2 The position of each person to be assigned to perform the
Services, and the name of the individuals to be assigned, if available;
2.1.3 The estimated number of hours and cost to complete the Services;
and
2.1.4 The time needed to finish the specific project.
2.2 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Contractor shall perform the Services in accordance with the schedule
included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the
Services shall be performed to completion in a diligent and timely manner. The failure
by Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter
Proposal, if any, or perform the Services in a diligent and timely manner may result in
termination of this Agreement by City.
3.2 Notwithstanding, the foregoing, Contractor shall not be responsible for
delays due to causes beyond Contractor's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein, not later than two (2) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Contractor's control.
3.4 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand -delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Letter Proposal
and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein
by reference. Except as otherwise provided herein, no rate changes shall be made
during the term of this Agreement without the prior written approval of City. Contractor's
compensation for all Services performed in accordance with this Agreement, including
all reimbursable items, shall not exceed Two Hundred Twenty Five Thousand Dollars
and 001100 ($225,000.00), without prior written amendment to the Agreement.
Zebron Corporation Inc Page 2
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 B to this Agreement and the Letter Proposal, or
specifically approved in writing in advance by City.
4.4 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with Exhibit B
and the Letter Proposal.
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Gregory Hex 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 Wastewater Supervisor or designee shall be the Project Administrator and shall
have the authority to act for City under this Agreement. The Project Administrator shall
represent City in all matters pertaining to the Services to be rendered pursuant to this
Agreement.
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, one copy of all
Zebron Corporation Inc Page 3
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Contractor's Work schedule.
8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
8.1 Contractor shall use only the standard materials described in Exhibit A in
performing Services under this Agreement. Any deviation from the materials described
in Exhibit A shall not be installed or utilized unless approved in advance and in writing
by the Project Administrator.
8.2 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the personnel required to perform
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 fumish timely information or to
approve or disapprove Contractor's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. RESPONSIBILITY FOR DAMAGES OR INJURY
9.1 City and all officers, employees and representatives thereof shall not be
responsible in any manner for any loss or damage to any of the materials or other things
used or employed in performing the Project or for injury to or death of any person as a
result of Contractor's performance of the Services required hereunder; or for damage to
property from any cause arising from the performance of the Project by Contractor, or
its subcontractors, or its workers, or anyone employed by either of them.
9.2 Contractor shall be responsible for any liability imposed by law and for
injuries to or death of any person or damage to property resulting from defects,
obstructions or from any cause arising from Contractor's Work on the Project, or the
Work of any subcontractor or supplier selected by Contractor.
9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
Zebron Corporation Inc Page 4
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 for any or all of them).
9.4 Notwithstanding the foregoing, nothing herein shall be construed to
require Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Contractor.
9.5 Contractor shall perform all Work in a manner to minimize public
inconvenience and possible hazard, to restore other work areas to their original
condition and former usefulness as soon as possible, and to protect public and private
property. Contractor shall be liable for any private or public property damaged during
the performance of the Work by Contractor or its agents.
9.6 To the extent authorized by law, as much of the money due Contractor
under and by virtue of the Agreement as shall be considered necessary by City may be
retained by it until disposition has been made of such suits or claims for damages as
aforesaid.
9.7 The rights and obligations set forth in this Section shall survive the
termination of this Agreement.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Contractor, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Contractor or any of Contractor's employees or agents, to be the agents or employees
of City. Contractor shall have the responsibility for and control over the means of
performing the Work, provided that Contractor is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Zebron Corporation Inc Page 5
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 C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Contractor, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Contractor is a
partnership or joint -venture or syndicate or cotenancy, which shall result in changing the
control of Contractor. Control means fifty percent (50%) or more of the voting power or
twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -
venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to
Zebron Corporation Inc Page 6
City for all acts and omissions of any subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and any subcontractor nor shall it
create any obligation on the part of City to pay or to see to the payment of any monies
due to any such subcontractor other than as otherwise required by law. City is an
intended beneficiary of any Work performed by the subcontractor for purposes of
establishing a duty of care between the subcontractor and City. Except as specifically
authorized herein, the Services to be provided under this Agreement shall not be
otherwise assigned, transferred, contracted or subcontracted out without the prior
written approval of City.
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 Contractors expense, provide such Documents to
City upon prior written request.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Contractor under this Agreement. All such records and invoices shall be clearly
identifiable. Contractor shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Contractor shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Contractor under this Agreement.
20. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his/her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
Zebron Corporation Inc Page 7
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: Wastewater Supervisor
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: Gregory Hex
Zebron Corporation Inc
P.O. Box 2874
Newport Beach CA 92659
Zebron Corporation Inc Page 8
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 parry fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
25.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Contractor. In the
event of termination under this Section, City shall pay Contractor for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Contractor has not been previously paid. On the effective date of termination,
Contractor shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
26. LABOR
26.1 Contractor shall conform with all applicable provisions of state and federal
law including, but not limited to, applicable provisions of the federal Fair Labor
Standards Act ("FLSA") (29 USCA § 201, et seq.).
26.2 Whenever Contractor has knowledge that any actual or potential labor
dispute is delaying or threatens to delay the timely performance of this Agreement,
Contractor shall immediately give written notice to City, and provide all relevant
information.
26.3 Contractor represents that all persons working under this Agreement are
verified to be U.S. citizens or persons legally authorized to work in the United States.
Zebron Corporation Inc Page 9
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.
Zebron Corporation Inc Page 10
27.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
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]
Zebron Corporation Inc Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATT�Y'S OFFICE
Date:
ByQ "l4l`-
Aaron C. Harp
City Attorney
ATTEST -
Date:
Date:• 1N"
-4
B y: 4&- -
Leilani I. Brown
City Clerk
Attachments:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 9.,5 • H
By:
Rush N. ill, II
Mayor
CONTRACTOR: Zebron _Ccrgeraftn
Inc, a Izvada-corporation
Date: i/1 -7 --al- 11�t
By: �
R6g6r D Decker
President
Date:
By:
Gregory Kex
Vice President/Secretary
[END OF SIGNATURES]
Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
Zebron Corporation Inc Page 12
EXHIBIT A
SCOPE OF SERVICES
Zebron Corporation Inc Page A-1
SCOPE OF SERVICES
• INTENT
o The intent of these specifications is to provide as -needed sewer manhole lining
services throughout the City of Newport Beach.
• DESCRIPTION OF PROJECT
o The existing wastewater collection system is made up of a network of forcemain
and gravity sewers. This system consists of approximately 197 miles of mainline
gravity pipes, 4.7 miles of forcemains with 4,922 manholes and cleanouts, and
25,525 sewer laterals with an approximate length of 121 miles in the public
rights-of-way. This system requires proper maintenance, and as such, the City
has a need for as -needed manhole sewer lining services to continue the yearly
process of rehabilitating the City's manholes with polyurethane lining
• QUALITY OF WORK AND MATERIALS
o All material and equipment furnished by the Contractor shall be high grade, and
free from defects and imperfections, unless otherwise hereinafter specified.
Workmanship shall be in accord with the best standard practices. Both materials
and workmanship shall be subject to the approval of the Project Administrator.
• LEVEL OF MAINTENANCE
o All work shall be performed in accordance with the HIGHEST INDUSTRY
STANDARDS, as stated in the enclosed maintenance specification description.
Standards and frequencies may be modified from time to time as deemed
necessary by the City for the proper maintenance of the sites.
o If, in the judgment of the City, the level of maintenance is less than that specified
herein, the City shall, at its option, in addition to or in lieu of other remedies
provided herein, withhold appropriate payment from the Contractor until
services are rendered in accordance with specifications set forth within this
document and providing no other arrangements have been made between the
Contractor and the City. Failure to notify of a change and/or failure to perform
an item or work on a scheduled day may, at the City's sole discretion, result in
deduction of payment for that date, week, or month. Payment will be retained
for work not performed until such time as the work is performed to City
standard.
o The Contractor is required to correct deficiencies within the time specified by
the City. If noted deficient work has not been completed, payment for subject
deficiency shall be withheld for current billing period and shall continue to be
withheld until deficiency is corrected, without right to retroactive payments.
• SAFETY REQUIREMENTS
o All work performed under this contract shall be performed in such a manner as
to provide maximum safety to the public and where applicable comply with all
safety standards required by CAL -OSHA. The City reserves the right to issue
restraint, or cease and desist orders to the Contract when unsafe or harmful acts
are observed or reported relative to the performance under this contract. All
contractor employees shall have access to a W.A.T.C.H. (Work Area Traffic
Control Handbook) at all times.
o The Contractor shall maintain all work sites free of hazards to persons and/or
property resulting from his/her operations. Any hazardous condition noted by
the Contractor, which is not a result of his/her operations, shall be immediately
reported to the City.
o Warning signs, lights, and devices shall be installed and displayed in conformity
with "The California Manual on Uniform Traffic Devices" for use in performance
of work upon highways issued by the State of California, Department of
Transportation.
• TECHNICAL MAINTENANCE
The section below details the services requested by the City, at a minimum. The City
realizes that every individual Proposer may have different methodology in regards to
sewer manhole lining services. It is the responsibility of the Proposer to ensure that
their proposed service solution encompasses at least the following services:
o As -needed application of polyurethane lining to all interior concrete surfaces of
sewer manholes and all related processes needed to complete the work, as well
as maintenance of existing sewer manholes, which have been previously lined.
o Contractor shall provide all labor, materials, and equipment necessary for the
scope of work, including, but not limited to: preparation of areas to be lined,
application of primer and lining, prevention of water infiltration, rehabilitation of
channels, troughs and benches, any and all safety procedures, such as
containment, traffic control, etc.
o The lining application shall be performed only by workers approved by the
manufacturer as trained and experienced with the specified material. The lining
shall be applied by high pressure, airless equipment approved by the lining
manufacturer. The equipment shall be of good working order. The lining
application shall follow all proper manufacturer application guidelines.
o At the option of the Project Administrator, the Contractor shall demonstrate the
material on a sample area, which is representative of a job site application.
When approved, the sample area shall serve as a standard for all further work.
o All concrete surfaces to be lined shall be abrasive grit blasted to remove all
laitance and other deleterious material to obtain a clean substrate and a suitable
bonding surface for the polyurethane liner. Any and all debris produced shall be
removed from the manhole prior to coating, and the concrete surfaces shall be
clean and dry prior to primer application.
o Where gunite or mortar placement is required, gunite/mortar shall be applied in
continuous lifts with thicknesses as specified in order to restore dimensions as
specified by Project Administrator. Proper containment devices shall be used to
prevent rebound (non -adhering excess gunite/mortar) from entering the sewer
system. Sewer flows shall be maintained unless otherwise specified. Immediately
following placement, the containment device shall be removed and the manhole
cover reinstalled to provide a moist curing environment. Where moist conditions
are not present, Contractor shall provide a water cure to the gunite/mortar.
o Primer used shall be a 100% solids, moisture tolerant, low temperature cure,
epoxy primer, capable of spray application to 5 millimeter thickness in one
continuous coat. Surface shall be primed to the thickness as specified by the
Project Administrator and/or the manufacturer specifications.
o Polyurethane lining shall be a high -build type capable of application thickness as
specified, without any runs or sags. Lining shall pass ASTM D522 - 93a (2008) for
flexibility using a cylinder mandrel of 0.5 inch (12.7 millimeters). Flash point of
fluid mixture shall be 450 degrees Fahrenheit open Zahn cup. The complete
coating shall be properly applied and cured. Lining shall meet the restive
specifications specified by the Project Administrator, be impermeable to sewer
gases and liquids and be non-conductive to bacterial or fungal growth. The lining
shall be capable of repair at any time during its life, be uniformly white or cream,
in color, and free of pinholes, surface imperfections, and blisters. All areas in
question shall be removed, reworked, and patched. Cured polyurethane lining
shall be spark tested for pinholes with a spark tester set at 15,000 volts
minimum. Pinholes, uncured lining, blisters, and other surface imperfections
shall be repaired per manufacturer specifications. Any warranties provided by
the Contractor and/or lining manufacturer for labor and/or materials shall be
disclosed to the Project Administrator.
I:►/:11=3kr=3
SCHEDULE OF BILLING RATES
Zebron Corporation Inc Page B-1
BEST AND FINAL OFFER SOLICITATION
A. Contractor is advised that the prices will enter into the determination of the contract award. Unreasonable
prices may result in rejection of the entire bid proposal. Unit prices listed below refer to all items installed and
include all costs connected with such items; including but not limited to, materials, labor, overhead, and profit
for the Contractor.
B. The percentage quoted by the Contractor shall be those percentage unit prices that will be charged or
credited for labor and materials to be provided regardless of the total number units and/or amount of labor
required for added or deleted Items of work.
C. All work shall be performed in accordance with the specifications described in the RFP.
Service
Cost
As -Needed Sewer Manhole
Lining Services
$ a % Per Vertical Foot
All inclusive? (Please
Circle One)
es or No
Service
Cost (If Included in above price,
denote with `Included)
De s, Exceptions, Labor
charges, etc.
Minimum Hours
Mobilization
siau s -'vg-,>
$ , /Per:
Infiltration/Chemical
Grouting (Materials)
�F—Q.LasbF�.•)
$ /Gal
(Minimum Gallons)
Infiltration/Chemical
Grouting (Labor)
Z4-1C.L�pt'�
$ /Hr.
Concrete Rehabilitation
$ /Hr.
Traffic Control
$
The undersigned certifies that submission of this Proposal is made without prior understanding, arrangement,
agreement, or connection with 50 corporation, firm or person submitting a Proposal for the some services, and is
in all respects fair and withoyrcollusion of fraud. The undersigned certifies that they have not entered into any
arrangement or agreeRfent, ith any City of Newport Beach public officer. The undersigned understands collusive
practices are a violation of State and Federal law and can result in fines, prison sentences, and civil damage
awards. I.
Proposer Signore
Gr_E-el /4- x
Printed Name and Title
7' -
Date
EXHIBIT C
INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES
1. Provision of Insurance. Without limiting Contractor's indemnification of
City, and prior to commencement of Work, Contractor shall obtain, provide and
maintain at its own expense during the term of this Agreement, policies of
insurance of the type and amounts described below and in a form satisfactory to
City. Contractor agrees to provide insurance in accordance with requirements
set forth here. If Contractor uses existing coverage to comply and that coverage
does not meet these requirements, Contractor agrees to amend, supplement or
endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to
transact business of insurance in the State of California, with an assigned
policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or
larger) in accordance with the latest edition of Best's Key Rating Guide, unless
otherwise approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain
Workers' Compensation Insurance, statutory limits, and Employer's
Liability Insurance with limits of at least one million dollars ($1,000,000)
each accident for bodily injury by accident and each employee for bodily
injury by disease in accordance with the laws of the State of California,
Section 3700 of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance,
a Waiver of Subrogation endorsement in favor of City, its officers,
agents, employees and volunteers.
B. General Liability Insurance. Contractor shall maintain commercial
general liability insurance and, if necessary, umbrella liability insurance,
with coverage at least as broad as provided by Insurance Services Office
form CG 00 01, in an amount not less than one million dollars
($1,000,000) per occurrence, two million dollars ($2,000,000) general
aggregate. The policy shall cover liability arising from premises,
operations, products -completed operations, personal and advertising
injury, and liability assumed under an insured contract (including the tort
liability of another assumed in a business contract).
C. Automobile Liability Insurance. Contractor shall maintain
automobile insurance at least as broad as Insurance Services Office form
CA 00 01 covering bodily injury and property damage for all activities of
Contractor arising out of or in connection with Work to be performed under
this Agreement, including coverage for any owned, hired, non -owned or
Zebron Corporation Inc Page C-1
rented vehicles, in an amount not less than one million dollars
($1,000,000) combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be
endorsed to contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this Agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents, officials,
employees and volunteers or shall specifically allow Contractor or others
providing insurance evidence in compliance with these requirements to
waive their right of recovery prior to a loss. Contractor hereby waives its
own right of recovery against City, and shall require similar written express
waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general
liability, products and completed operations, excess liability, pollution
liability, and automobile liability, if required, shall provide or be endorsed to
provide that City and its officers, officials, employees, and agents shall be
included as insureds under such policies.
C. Primary and Non 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
Zebron Corporation Inc Page C-2
substantial additional cost to Contractor, City and Contractor may
renegotiate Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon
request, all agreements with subcontractors or others with whom
Contractor enters into contracts with on behalf of City will be submitted to
City for review. Failure of City to request copies of such agreements will
not impose any liability on City, or its employees. Contractor shall require
and verify that all subcontractors maintain insurance meeting all the
requirements stated herein, and Contractor shall ensure that City is an
additional insured on insurance required from subcontractors. For CGL
coverage, subcontractors shall provide coverage with a format at least as
broad as CG 20 38 04 13.
D. Enforcement of Agreement Provisions. Contractor acknowledges
and agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a limitation
on coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Contractor maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
by the Contractor. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
the City.
F. Self-insured Retentions. Any self-insured retentions must be
declared to and approved by City. City reserves the right to require that
self-insured retentions be eliminated, lowered, or replaced by a deductible.
Self-insurance will not be considered to comply with these requirements
unless approved by City.
G. City Remedies for Non -Compliance If Contractor or any 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.
Zebron Corporation Inc Page C-3
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.
Zebron Corporation Inc Page C-4
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 7/25/14
Date Completed: 7/30/14
Dept./Contact Received From:
Sent to: Joan
Company/Person required to have certificate:
Type of contract:
By:
Zebron Contracting
All Other
Joan
Chris
GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 4/19/14 to 4/19/15
A. INSURANCE COMPANY: Peerlesss Insurance Company
B. AM BEST RATING (A-: VII or greater): A; XV
C. ADMITTED Company (Must be California Admitted):
Is Company admitted in California? E Yes ❑ No
D. LIMITS (Must be $1M or greater): What is limit provided? $1,000,000 / $2,000,000
E. ADDITIONAL INSURED ENDORSEMENT —please attach
E Yes ❑ No
F. PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
E N/A ❑ Yes ❑ No
not apply to Waste Haulers or Recreation)
® Yes ❑ No
G. ADDITIONAL INSURED FOR PRODUCTS AND
0 N/A E Yes ❑ No
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
E Yes ❑ No
H. ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
E Yes ❑ No
I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
E Yes ❑ No
J. CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording?
❑ Yes E No
K. ELECTED SCMAF COVERAGE (RECREATION ONLY):
E N/A ❑ Yes ❑ No
L. NOTICE OF CANCELLATION:
❑ N/A E Yes ❑ No
II. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 10/17/14 to 10/17/15
A. INSURANCE COMPANY: Employers Mutual Casualty Company
B. AM BEST RATING (A-: VII or greater) A:XIII
C. ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California? E Yes ❑ No
D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided? $1,000,000
E. LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only):
E N/A ❑ Yes ❑ No
G. HIRED AND NON -OWNED AUTO ONLY:
❑ N/A ❑ Yes E No
H. NOTICE OF CANCELLATION:
0 N/A E Yes ❑ No
II
WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 2/1/14 to 2/1/15
A. INSURANCE COMPANY: State Fund
B. AM BEST RATING (A-: VII or greater):
C. ADMITTED Company (Must be California Admitted):
D. WORKERS' COMPENSATION LIMIT: Statutory
E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
F. WAIVER OF SUBROGATION (To include): Is it included?
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
H. NOTICE OF CANCELLATION:
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved:
00 -
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
7/30/14
Date
❑ Yes ❑ No
® Yes ❑ No
1,000,000
® Yes ❑ No
® N/A ❑ Yes ❑ No
❑ N/A ® Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Approved:
Risk Management
* Subject to the terms of the contract.
Date
CITY OF
NEWPORT BEACH
City Council Staff Report
July 22, 2014
Agenda Item No. 4.
• . •P►[i : _ : u : •7LT� • u�i73i71=[•7`�ZK�1�P►[•lI�
FROM: George Murdoch, Acting Municipal Operations Department Director - (949) 644-
3011, gmurdoch@newportbeachca.gov
PREPARED BY: Rachell Wilfert
PHONE: (949) 644-3010
TITLE: Approval of On -Call Maintenance Repair Agreement with Zebron Corporation for As -
Needed Sewer Manhole Lining Services
ABSTRACT:
The Municipal Operations Department outsources some sewer manhole lining services to rehabilitate
existing sewer manholes and minimize the opportunity for leaks and damages.
RECOMMENDATION:
Approve the three-year agreement with Zebron Corporation for As -Needed Sewer Manhole Lining Services
for a not to exceed amount of $225,000, and authorize the Mayor and City Clerk to execute the
agreement.
FUNDING REQUIREMENTS:
The current adopted budget includes sufficient funding for this purchase. It will be expensed to the Sewer
Manhole Lining account in the Municipal Operations Department, 5600-8185.
DISCUSSION:
Sewer manhole lining is an effective rehabilitation tool to maintain the quality and standard of the City's
sewer manholes. This rehabilitation method is cost effective and less invasive to traffic and residents
compared to a total manhole replacement. The replacement of a ten -foot deep sewer manhole costs on
average between $10,000 and $20,000 and takes three to four days to complete; whereas, a sewer
manhole lining rehabilitation costs on average $2,760 and is completed in one day.
The Municipal Operations Department rehabilitates 12-15 manholes per year. Due to the success and cost
effectiveness of the lining program the department plans to increase the number of manhole linings to
approximately 20-25 per year. The previous agreement with Zebron Corporation for sewer manhole lining
services expired earlier this year. On April 15, 2014, the Municipal Operations Department posted a
Request for Proposals for As -Needed Sewer Manhole Lining Services.
Upon receipt and review of the proposals, staff compiled both the technical scores and cost ratio scores for
a total score below.
Rank Proposer Total Score (out of 100)
1 Zebron Corporation 78.67
2 National Coating & Lining, Co. 61.43
3 Sancon Engineering, Inc. 56.98
4 Reddog Technologies 50.16
The evaluation panel ranked Zebron Corporation as the highest-rated proposer. The City has a history of
working with Zebron Corporation and found the company to be competent and effective in these services.
The Municipal Operations Department recommends approval of the Agreement with Zebron Corporation
for As -Needed Sewer Manhole Lining Services. The sewer manhole lining services agreement will be for
three years with a total not to exceed amount of $225,000.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California Environmental Quality Act
("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable
indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in
Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it
has no potential for resulting in physical change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at
which the City Council considers the item).
ATTACHMENTS:
Description
Attachment A - On -Call Maintenance Repair Agreement with Zebron Corporation for As -Needed Sewer Manhole Lining
Services
ATTACHMENT A
ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT
WITH ZEBRON CORPORATION INC. FOR
AS -NEEDED SEWER MANHOLE LINING SERVICES
THIS ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT
("Agreement') is made and entered into as of this 11th day of July, 2014 ("Effective
Date"), by and between the CITY OF NEWPORT BEACH, a California municipal
corporation and charter city ("City"), and Zebron Corporation Inc., a Nevada corporation
("Contractor'), whose address is P.O. Box 2874 Newport Beach CA 92659, and is made
with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to perform on-call maintenance and/or repair
services for City ('Project').
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the maintenance and/or repair services described in this
Agreement.
D. Contractor has examined the location of all proposed work, carefully reviewed
and evaluated the specifications set forth by City for the Project, is familiar with
all conditions relevant to the performance of services, and has committed to
perform all work required for the compensation specified in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on July 31, 2017, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Contractor shall perform the on-call services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). Upon written request from the Project Administrator as defined herein,
Contractor shall provide a letter proposal for Services requested by the City (hereinafter
referred to as the "Letter Proposal'). The Letter Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided;
2.1.2 The position of each person to be assigned to perform the
Services, and the name of the individuals to be assigned, if available;
and
2.1.3 The estimated number of hours and cost to complete the Services;
2.1.4 The time needed to finish the specific project.
2.2 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Contractor shall perform the Services in accordance with the schedule
included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the
Services shall be performed to completion in a diligent and timely manner. The failure
by Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter
Proposal, if any, or perform the Services in a diligent and timely manner may result in
termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Contractor shall not be responsible for
delays due to causes beyond Contractors reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein, not later than two (2) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Contractor's control.
3.4 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand -delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Letter Proposal
and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein
by reference. Except as otherwise provided herein, no rate changes shall be made
during the term of this Agreement without the prior written approval of City. Contractor's
compensation for all Services performed in accordance with this Agreement, including
all reimbursable items, shall not exceed Two Hundred Twenty Five Thousand Dollars
and 00/100 ($225,000.00), without prior written amendment to the Agreement.
Zebron Corporation Inc Page 2
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 B to this Agreement and the Letter Proposal, or
specifically approved in writing in advance by City.
4.4 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with Exhibit B
and the Letter Proposal.
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Gregory Hex 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 Wastewater Supervisor or designee shall be the Project Administrator and shall
have the authority to act for City under this Agreement. The Project Administrator shall
represent City in all matters pertaining to the Services to be rendered pursuant to this
Agreement.
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, one copy of all
Zebron Corporation Inc Page 3
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Contractors Work schedule.
8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
8.1 Contractor shall use only the standard materials described in Exhibit A in
performing Services under this Agreement. Any deviation from the materials described
in Exhibit A shall not be installed or utilized unless approved in advance and in writing
by the Project Administrator.
8.2 All of the Services shall be performed by Contractor or under Contractors
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 Contractors performance of the Services required hereunder; or for damage to
property from any cause arising from the performance of the Project by Contractor, or
its subcontractors, or its workers, or anyone employed by either of them.
9.2 Contractor shall be responsible for any liability imposed by law and for
injuries to or death of any person or damage to property resulting from defects,
obstructions or from any cause arising from Contractors 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
Zebron Corporation Inc Page 4
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 for any or all of them).
9.4 Notwithstanding the foregoing, nothing herein shall be construed to
require Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Contractor.
9.5 Contractor shall perform all Work in a manner to minimize public
inconvenience and possible hazard, to restore other work areas to their original
condition and former usefulness as soon as possible, and to protect public and private
property. Contractor shall be liable for any private or public property damaged during
the performance of the Work by Contractor or its agents.
9.6 To the extent authorized by law, as much of the money due Contractor
under and by virtue of the Agreement as shall be considered necessary by City may be
retained by it until disposition has been made of such suits or claims for damages as
aforesaid.
9.7 The rights and obligations set forth in this Section shall survive the
termination of this Agreement.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Contractor, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Contractor or any of Contractor's employees or agents, to be the agents or employees
of City. Contractor shall have the responsibility for and control over the means of
performing the Work, provided that Contractor is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Zebron Corporation Inc Page 5
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 C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Contractor, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Contractor is a
partnership or joint -venture or syndicate or cotenancy, which shall result in changing the
control of Contractor. Control means fifty percent (50%) or more of the voting power or
twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -
venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to
Zebron Corporation Inc Page 6
City for all acts and omissions of any subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and any subcontractor nor shall it
create any obligation on the part of City to pay or to see to the payment of any monies
due to any such subcontractor other than as otherwise required by law. City is an
intended beneficiary of any Work performed by the subcontractor for purposes of
establishing a duty of care between the subcontractor and City. Except as specifically
authorized herein, the Services to be provided under this Agreement shall not be
otherwise assigned, transferred, contracted or subcontracted out without the prior
written approval of City.
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole
right to use such materials in its discretion without further compensation to Contractor or
any other party. Contractor shall, at Contractor's expense, provide such Documents to
City upon prior written request.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Contractor under this Agreement. All such records and invoices shall be clearly
identifiable. Contractor shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Contractor shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Contractor under this Agreement.
20. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his/her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
Zebron Corporation Inc Page 7
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 Contractors 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: Wastewater Supervisor
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: Gregory Hex
Zebron Corporation Inc
P.O. Box 2874
Newport Beach CA 92659
Zebron Corporation Inc Page 8
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.
f3:tl�i1'i�7:7
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.
Zebron Corporation Inc Page 9
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.
Zebron Corporation Inc Page 10
27.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
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]
Zebron Corporation Inc Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATT Y'S OFFICE
Date: t
ByQ l
Aaron C. Harp
City Attorney
ATTEST:
Date:
0
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
By:
Rush N. Hill, II
Mayor
CONTRACTOR: Zebron Corporation
Inc, a Nevada corporation
Date:
By:
Roger D. Decker
President
Date:
By:
Gregory Hex
Vice President/Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Zebron Corporation Inc Page 12
EXHIBIT A
SCOPE OF SERVICES
Zebron Corporation Inc Page A-1
SCOPE OF SERVICES
• INTENT
o The intent of these specifications is to provide as -needed sewer manhole lining
services throughout the City of Newport Beach.
• DESCRIPTION OF PROJECT
o The existing wastewater collection system is made up of a network of forcemain
and gravity sewers. This system consists of approximately 197 miles of mainline
gravity pipes, 4.7 miles of forcemains with 4,922 manholes and cleanouts, and
25,525 sewer laterals with an approximate length of 121 miles in the public
rights-of-way. This system requires proper maintenance, and as such, the City
has a need for as -needed manhole sewer lining services to continue the yearly
process of rehabilitating the City's manholes with polyurethane lining
• QUALITY OF WORK AND MATERIALS
o All material and equipment furnished by the Contractor shall be high grade, and
free from defects and imperfections, unless otherwise hereinafter specified.
Workmanship shall be in accord with the best standard practices. Both materials
and workmanship shall be subject to the approval of the Project Administrator.
• LEVEL OF MAINTENANCE
o All work shall be performed in accordance with the HIGHEST INDUSTRY
STANDARDS, as stated in the enclosed maintenance specification description.
Standards and frequencies may be modified from time to time as deemed
necessary by the City for the proper maintenance of the sites.
o If, in the judgment of the City, the level of maintenance is less than that specified
herein, the City shall, at its option, in addition to or in lieu of other remedies
provided herein, withhold appropriate payment from the Contractor until
services are rendered in accordance with specifications set forth within this
document and providing no other arrangements have been made between the
Contractor and the City. Failure to notify of a change and/or failure to perform
an item or work on a scheduled day may, at the City's sole discretion, result in
deduction of payment for that date, week, or month. Payment will be retained
for work not performed until such time as the work is performed to City
standard.
o The Contractor is required to correct deficiencies within the time specified by
the City. If noted deficient work has not been completed, payment for subject
deficiency shall be withheld for current billing period and shall continue to be
withheld until deficiency is corrected, without right to retroactive payments.
• SAFETY REQUIREMENTS
o All work performed under this contract shall be performed in such a manner as
to provide maximum safety to the public and where applicable comply with all
safety standards required by CAL -OSHA. The City reserves the right to issue
restraint, or cease and desist orders to the Contract when unsafe or harmful acts
are observed or reported relative to the performance under this contract. All
contractor employees shall have access to a W.A.T.C.H. (Work Area Traffic
Control Handbook) at all times.
o The Contractor shall maintain all work sites free of hazards to persons and/or
property resulting from his/her operations. Any hazardous condition noted by
the Contractor, which is not a result of his/her operations, shall be immediately
reported to the City.
o Warning signs, lights, and devices shall be installed and displayed in conformity
with "The California Manual on Uniform Traffic Devices' for use in performance
of work upon highways issued by the State of California, Department of
Transportation.
• TECHNICAL MAINTENANCE
The section below details the services requested by the City, at a minimum. The City
realizes that every individual Proposer may have different methodology in regards to
sewer manhole lining services. It is the responsibility of the Proposer to ensure that
their proposed service solution encompasses at least the following services:
o As -needed application of polyurethane lining to all interior concrete surfaces of
sewer manholes and all related processes needed to complete the work, as well
as maintenance of existing sewer manholes, which have been previously lined.
o Contractor shall provide all labor, materials, and equipment necessary for the
scope of work, including, but not limited to: preparation of areas to be lined,
application of primer and lining, prevention of water infiltration, rehabilitation of
channels, troughs and benches, any and all safety procedures, such as
containment, traffic control, etc.
o The lining application shall be performed only by workers approved by the
manufacturer as trained and experienced with the specified material. The lining
shall be applied by high pressure, airless equipment approved by the lining
manufacturer. The equipment shall be of good working order. The lining
application shall follow all proper manufacturer application guidelines.
o At the option of the Project Administrator, the Contractor shall demonstrate the
material on a sample area, which is representative of a job site application.
When approved, the sample area shall serve as a standard for all further work.
o All concrete surfaces to be lined shall be abrasive grit blasted to remove all
laitance and other deleterious material to obtain a clean substrate and a suitable
bonding surface for the polyurethane liner. Any and all debris produced shall be
removed from the manhole prior to coating, and the concrete surfaces shall be
clean and dry prior to primer application.
o Where gunite or mortar placement is required, gunite/mortar shall be applied in
continuous lifts with thicknesses as specified in order to restore dimensions as
specified by Project Administrator. Proper containment devices shall be used to
prevent rebound (non -adhering excess gunite/mortar) from entering the sewer
system. Sewer flows shall be maintained unless otherwise specified. Immediately
following placement, the containment device shall be removed and the manhole
cover reinstalled to provide a moist curing environment. Where moist conditions
are not present, Contractor shall provide a water cure to the gunite/mortar.
o Primer used shall be a 100% solids, moisture tolerant, low temperature cure,
epoxy primer, capable of spray application to 5 millimeter thickness in one
continuous coat. Surface shall be primed to the thickness as specified by the
Project Administrator and/or the manufacturer specifications.
o Polyurethane lining shall be a high -build type capable of application thickness as
specified, without any runs or sags. Lining shall pass ASTM D522 - 93a (2008) for
flexibility using a cylinder mandrel of 0.5 inch (12.7 millimeters). Flash point of
fluid mixture shall be 450 degrees Fahrenheit open Zahn cup. The complete
coating shall be properly applied and cured. Lining shall meet the restive
specifications specified by the Project Administrator, be impermeable to sewer
gases and liquids and be non-conductive to bacterial or fungal growth. The lining
shall be capable of repair at any time during its life, be uniformly white or cream,
in color, and free of pinholes, surface imperfections, and blisters. All areas in
question shall be removed, reworked, and patched. Cured polyurethane lining
shall be spark tested for pinholes with a spark tester set at 15,000 volts
minimum. Pinholes, uncured lining, blisters, and other surface imperfections
shall be repaired per manufacturer specifications. Any warranties provided by
the Contractor and/or lining manufacturer for labor and/or materials shall be
disclosed to the Project Administrator.
EXHIBIT B
SCHEDULE OF BILLING RATES
Zebron Corporation Inc Page B-1
BEST AND FINAL OFFER SOLICITATION
A. Contractor is advised that the prices will enter into the determination of the contract award. Unreasonable
prices may result in rejection of the entire bid proposal. Unit prices listed below refer to all items installed and
include all costs connected with such items; including but not limited to, materials, labor, overhead, and profit
for the Contractor.
B. The percentage quoted by the Contractor shall be those percentage unit prices that will be charged or
credited for labor and materials to be provided regardless of the total number units and/or amount of labor
required for added or deleted items of work.
C. All work shall be performed in accordance with the specifications described in the RFP.
The undersigned certifies that submission of this Proposal is made without prior understanding, arrangement,
agreement, or connection with a corporation, firm or person submitting a Proposal for the some services, and is
in all respects fair and wi[ha trlusion of fraud. The undersigned certifies that they have not entered into Orly
arrangement or ogree9'fent;ivith any City of Newport Beach public officer. The undersigned understands collusive
practices are a viola ion;of State and Federal low and can result in fines, prison sentences, and civil damage
awards. / .' /
Proposer
Printed Name and Title
Date
As -Needed Sewer Manhole
All inclusive? (Please
Lining Services$
a % Per Vertical Foot
Circle One)
Yes or No
-
;Cost%(Ifmdudedliiabove.pr(ce,
De s;Exceptlon5jgA0ll'
M.thlrnumHour
Se"ro¢ej Ir
-'denote.wkhyrtndudeil's
SGC v pE 7
Mobilization
$ /Per:
(Minimum Gallons)
Infiltration/Chemical
$ /Gal
Grouting (Materials)
Infiltration/Chemical
Sr-�C-Ls��G LD
Grouting (Labor)
$ /Hr.
Concrete Rehabilitation
$ /Hr.
StiC�uDE�
Traffic Control
$
The undersigned certifies that submission of this Proposal is made without prior understanding, arrangement,
agreement, or connection with a corporation, firm or person submitting a Proposal for the some services, and is
in all respects fair and wi[ha trlusion of fraud. The undersigned certifies that they have not entered into Orly
arrangement or ogree9'fent;ivith any City of Newport Beach public officer. The undersigned understands collusive
practices are a viola ion;of State and Federal low and can result in fines, prison sentences, and civil damage
awards. / .' /
Proposer
Printed Name and Title
Date
EXHIBIT C
INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES
1. Provision of Insurance. Without limiting Contractor's indemnification of
City, and prior to commencement of Work, Contractor shall obtain, provide and
maintain at its own expense during the term of this Agreement, policies of
insurance of the type and amounts described below and in a form satisfactory to
City. Contractor agrees to provide insurance in accordance with requirements
set forth here. If Contractor uses existing coverage to comply and that coverage
does not meet these requirements, Contractor agrees to amend, supplement or
endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to
transact business of insurance in the State of California, with an assigned
policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or
larger) in accordance with the latest edition of Best's Key Rating Guide, unless
otherwise approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain
Workers' Compensation Insurance, statutory limits, and Employer's
Liability Insurance with limits of at least one million dollars ($1,000,000)
each accident for bodily injury by accident and each employee for bodily
injury by disease in accordance with the laws of the State of California,
Section 3700 of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance,
a Waiver of Subrogation endorsement in favor of City, its officers,
agents, employees and volunteers.
B. General Liability Insurance. Contractor shall maintain commercial
general liability insurance and, if necessary, umbrella liability insurance,
with coverage at least as broad as provided by Insurance Services Office
form CG 00 01, in an amount not less than one million dollars
($1,000,000) per occurrence, two million dollars ($2,000,000) general
aggregate. The policy shall cover liability arising from premises,
operations, products -completed operations, personal and advertising
injury, and liability assumed under an insured contract (including the tort
liability of another assumed in a business contract).
C. Automobile Liability Insurance. Contractor shall maintain
automobile insurance at least as broad as Insurance Services Office form
CA 00 01 covering bodily injury and property damage for all activities of
Contractor arising out of or in connection with Work to be performed under
this Agreement, including coverage for any owned, hired, non -owned or
Zebron Corporation Inc Page C-1
rented vehicles, in an amount not less than one million dollars
($1,000,000) combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be
endorsed to contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this Agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents, officials,
employees and volunteers or shall specifically allow Contractor or others
providing insurance evidence in compliance with these requirements to
waive their right of recovery prior to a loss. Contractor hereby waives its
own right of recovery against City, and shall require similar written express
waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general
liability, products and completed operations, excess liability, pollution
liability, and automobile liability, if required, shall provide or be endorsed to
provide that City and its officers, officials, employees, and agents shall be
included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on
a primary basis and shall not require contribution from any insurance or
self-insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to
the following:
A. Evidence of Insurance. Contractor shall provide certificates of
insurance to City as evidence of the insurance coverage required herein,
along with a waiver of subrogation endorsement for workers'
compensation and other endorsements as specified herein for each
coverage. Insurance certificates and endorsement must be approved by
City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during
the term of this Agreement. City reserves the right to require complete,
certified copies of all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any
time during the term of the Agreement to change the amounts and types
of insurance required by giving Contractor sixty (60) calendar days
advance written notice of such change. If such change results in
Zebron Corporation Inc Page C-2
substantial additional cost to Contractor, City and Contractor may
renegotiate Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon
request, all agreements with subcontractors or others with whom
Contractor enters into contracts with on behalf of City will be submitted to
City for review. Failure of City to request copies of such agreements will
not impose any liability on City, or its employees. Contractor shall require
and verify that all subcontractors maintain insurance meeting all the
requirements stated herein, and Contractor shall ensure that City is an
additional insured on insurance required from subcontractors. For CGL
coverage, subcontractors shall provide coverage with a format at least as
broad as CG 20 38 04 13.
D. Enforcement of Agreement Provisions. Contractor acknowledges
and agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a limitation
on coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Contractor maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
by the Contractor. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
the City.
F. Self-insured Retentions. Any self-insured retentions must be
declared to and approved by City. City reserves the right to require that
self-insured retentions be eliminated, lowered, or replaced by a deductible.
Self-insurance will not be considered to comply with these requirements
unless approved by City.
G. City Remedies for Non -Compliance If Contractor or any 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.
Zebron Corporation Inc Page C-3
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.
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.
Zebron Corporation Inc Page C-4
AMENDMENT NO. ONE TO
MAINTENANCE AND REPAIR SERVICES AGREEMENT
WITH ZEBRON CORPORATION, INC. FOR
v AS -NEEDED SEWER MANHOLE LINING SERVICES
THIS AMENDMENT NO. ONE TO MAINTENANCE AND REPAIR SERVICES
AGREEMENT ('Amendment No. One') is made and entered into as of this 19th day of
August, 2013 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("City"), and ZEBRON
CORPORATION, INC. a California corporation ('Contractor'), whose address is 1141 N.
Cosby Way # I, Anaheim, CA 92806, and is made with reference to the following:
RECITALS
A. On February 27, 2012, City and Contractor entered into a Maintenance and
Repair Services Agreement ('Agreement") for as -needed sewer manhole lining
services ("Project").
B. City and Contractor desire to enter into this Amendment No. One to increase the
total compensation and to update insurance requirements.
C. City and Contractor mutually desire to amend the Agreement, as provided below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. COMPENSATION TO CONTRACTOR
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section, the Letter Proposal and
the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by
reference. Consultant's compensation for all Work performed in accordance with this
Agreement, including all reimbursable items and subcontractor fees, shall not exceed
One Hundred Twenty Thousand Dollars and 001100 ($120,000.00), without prior
written authorization from City. No billing rate changes shall be made during the term of
this Agreement without the prior written approval of City."
The total amended compensation reflects Contractor's additional compensation
for additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subcontractor fees, in an amount not to exceed
Fourty Five Thousand Dollars and 001100 ($45,000.00).
2. INSURANCE
Section 10 of the Agreement is amended in its entirety and replaced with the
following: "Without limiting Consultant's indemnification of City, and prior to
commencement of Work, Contractor shall obtain, provide and maintain at its own
expense during the term of this Agreement or for other periods as specified in this
Agreement, policies of insurance of the type, amounts, terms and conditions described
in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by
reference."
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
ZEBRON CORPORATION, INC. Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: d 1� 1 3
Aaron C. Harp
City Attorney
ATTEST: .-
Date: /046./3
By:4K
Leilani I. Brown
City Clerk
.ORNIPA
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By: �-
Dave Kiff
City Manager
CONSULTANT: Zebron Corporation, Inc.,
a California corporation
Date:
By:
D.
Roge ecker
President
Im
By:
Vice President/Secretary
[END OF SIGNATURES]
Attachments: Exhibit C — Insurance Requirements
ZEBRON CORPORATION, INC. Page 3
EXHIBIT C
INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL
SERVICES
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and
prior to commencement of Work, Contractor shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Contractor
agrees to provide insurance in accordance with requirements set forth here. If
Contractor uses existing coverage to comply and that coverage does not meet
these requirements, Contractor agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance,
a Waiver of Subrogation endorsement in favor of City, its 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
Agreement, including coverage for any owned, hired, non -owned or rented
ZEBRON CORPORATION, INC. Page C-1
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its 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.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Contractor sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
ZEBRON CORPORATION, INC. Page C-2
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.
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.
ZEBRON CORPORATION, INC. Page C-3
AGREEMENT FOR MAINTENANCE AND REPAIR SERVICES
WITH ZEBRON CORPORATION, INC.
FOR AS -NEEDED SEWER MANHOLE LINING SERVICES
THIS AGREEMENT FOR MAINTENANCE AND REPAIR VICES
("Agreement') is made and entered into as of this � day of J n 2012
("Commencement Date") by and between the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("City"), and ZEBRON
CORPORATION, INC., a California corporation ("Contractor"), whose principal place of
business is 1141 N Cosby Way # I, Anaheim, CA 92806 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 as -needed assistance for sewer manhole lining services.
C. City desires to engage Contractor to perform polyurethane lining services on
sewer manholes throughout the City 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 February 28, 2014, unless terminated earlier as set forth herein.
2. SCOPE OF WORE(
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.
4. COMPENSATION
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. Contractor's total yearly compensation for Services performed in
accordance with this Agreement, including all reimbursable items, shall not exceed
Thirty Seven Thousand Five Dollars and 00/100 ($37,500.00) 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.
Zebron Corporation..__. __._..... __...,--- _____ lag?.?
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.
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 B.
5. ADMINISTRATION
This Agreement will be administered by the Municipal Operations Department. The
Wastewater Utilities Supervisor or his/her designee 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.
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.
Zebron Corporation PaEe 3
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,
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.
Zebron Corporation_ Paae 4
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.
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
Zebron CorporationPage 5
($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 toss with limits equal to one hundred percent
(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
Zebron CorporationPage 6
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 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.
Zebron Corporation Page 7
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 Aqreement 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.
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.
Zebron Corporation Page 8
11. 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.
12. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of the
dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his/her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
13. CONFLICTS OF INTEREST
13.1. 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.
13.2. 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.
14. NOTICES
14.1. 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: Wastewater Utilities Supervisor
City of Newport Beach
Zebron CorporationPa e 9
_...--_.. g...._....
3300 Newport Blvd.
PO Box 1768
Newport Beach, CA 92658
Email: mlynch@newportbeachca.gov
Phone: 949-718-3415
Fax: 949-646-5204
14.2. All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attn: Gregory Hex
ZEBRON CORPORATION, INC.
P.O. Box 2874, Newport Beach, CA 92659
Email: Gregory@zebron.com
Phone: 800-824-4214
Fax: 714-632-6647
15. NOTICE OF CLAIMS
15.1. Unless a shorter time is specified elsewhere in this Agreement, before
making its final request for payment under the 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. The Contractor and the City expressly agree that in addition to all claims
filing requirements set forth in the Agreement, 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.).
16. TERMINATION
16.1. 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 five (5) calendar days, or if more than five (5) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within five (5) 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.
16.2. 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 thirty
(30) 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
Zebron Corporation__._ _.,......_ .......--_ ._ Page 10
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.
17. STANDARD PROVISIONS
17.1. 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.
17.2. Waiver. A waiver by City of any term, covenant, or condition in the
Agreement shall not be deemed to be a waiver of any subsequent breach of the same
or any other term, covenant or condition.
17.3. 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 Contract or implied covenant shall be held to vary the provisions
herein.
17.4. Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Exhibits attached hereto, the terms of
this Agreement shall govern.
17.5. 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.
17.6. Effect of Contractor's Execution. Execution of this Agreement 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.
17.7. 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.
17.8. 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.
Zebron Corporat.on........... .............. .. .. ...... ._,........... Paull.
17.9. 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.
17.10. 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.
17.11. 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.
17.12. 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]
Zebron Corporation_..._ ---.-_ .........
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: I� z3.I/z-
0
Aaron C -Hai
City Attorney
ATTEST:
Date: MI. )Z
CITY OF NEWPORT BEACH,
A Califorej /� Z i1jcorporation
Date: �
(�#( By:
By: 0gA
Leilani I. Brown
City Clerk
Municipal Operations Director
CONSULTANT:
CORPORATION, INC.,
Corporation n
Date: �L n l 2
Roger
ZEBRON
a California
Vice President/Secretary
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Work/ Schedule
Exhibit B - Schedule of Billing Rates
Zebron Corporation Page 13
EXHIBIT A
SCOPE OF WOR{V SCOPE OF SERVICES
ATTACHMENT A: SCOPE OF SERVICES
rnstructiaar laft) the bottom of each page of the scaPe of Saryrres in the spaces Provided as r•+mir as part of
your Proposal as Attachment A, orkuowtedgiap a demonstrated understanding of the Scope of Senrkes. Any
and all a repdons to the stated mandatory minimum requirements shah be Indkored on the Statement of -
compliance.
1. SCOPE OF SERVICES: AS -NEEDED SEWER MANHOLE LIN ING SERVICES
The section below details the services requested by the City, at a minimum. The city realizes
that evert individual Proposer may have different methodoloot in regards to Sewer manhole
lining services. it is the responsibility of the Proposer to ensure that their proposed service
solution encompasses at least 'he,following services:
1.1 As -needed application of polyurethane lining to -all interior concrete surfaces of sewer
manholes and all related processes needed- to complete the work, as well as
maintenance of existing sewer manholes which have been previously lined.
1.2 Contractor shall provide all labor, materials and equipment necessary for the scopeof
work, Including, but not limited to: preparation of areas to be lined, application of
primer and lining, prevention of water infiltration, rehabilitation of channels troughs
and benches, any and all safety procedures, such as containment, traffic control, etc.
1.3 The laming application shag be performed only by workers approved by :he manufacturer
as trained and experienced with the specified material. The lining shall be applied .by
high-pressure, airless. equipment approved by the fining manufacturer. The equipment
shall be of good working order. The lining application shall follow all proper
manufacturer application guidelines.
1.4 At the option of the, Project Administrator, the Contractor shall demonstrate the
material on a sample area, which is representative of a Job site application. When
approved, the sample area shall serve as a standard far all further work.
1.5 All concrete surfaces to be lined shall be abrasive grit blasted to remove all laitance and
other deleterious material to obtain a clean substrate and a suitable bonding surface to.-
the
orthe polyurethane liner. Any and all debris produced shall he removed from the manhole
prior to coating, and the concretesurfaces shall be clean and dry prior to primer
application.
1.6 Where gunite or mortar placement is. required,, gunite/mortar shalt be applied in
continuous lifts with thicknesses as specified In order to restore dimensions as specified
by Project Administrator. Proper containment devices shall be used to prevent rebound
(non -adhering excess gunite(mortar) from entering the sewer system. Sewer flows shall
be maintained unless otherwise' specified. Immediately following. placement: th�e!
containment device shall be removed and the manholecover reinstalled so
emom.•, ween:-
CNya; ::-wjnn.2am Nle ao 9.F
OnGe iwert:.mSaY W�a'e Se,virxs
A-1IPage
provide a moist curing envi;ument. Where moist condition; are not present:
Contractor shall provide a water cure to the gunite/mortar.
1.7 Primer used shall be a 100,°6 solids, moisture tolerant, low temperature cure; epury
primer, capable of spray application to 5 millimeter thickness in one continuous coat.
Surface shall 9e primed to the thickness as specified 'oy the Project Admb:istrator and/or
the manufacturer specifications.
1.8 Polyurethane -lining shall fie a high -build type capable of application thickness as
Specified, without any runs dc sags. Lining shah pass ASTM 0522 - 93a (2008) for
flexibility using a. cylinder mandrel of 0.5 inch (17.7 milUrneters). Flash point of fluid
mixture shall be 450 degrees Fahrenheit open Zarin cup. The complete coating Qinil be
property applied and cured. Lining shall meet the restive specifications specified by the
Project Administrator, he impermeable to sewer gases, and liquids and be non-
conductive to bacterial or fungal growth. The lining shall be capable of repair at any time
during its life, be uniformly white or cream, in color; and free of pinholes, surtace
Imperfections and blisters. All areas in questfun shall be removed and reworked and
patched. Cured polyurethane lininggshall bespark rested for pinholes with a spark tester
sol at 15,0U0 wits minimum. Pinholes, uncured lining, blisters and other surface
Imperfections small: he repaired per Manufacturer spectfiratinns.,. Any warranties
provided by the Contractor and/or lining manufacturer for laborand/or materials shall
be disclosed lathe Project Administrator.
2. SCOPf OF SERVICES: PROJECT ADMINISTRATION
2.1 Project Administratorshall request, verbally or in writing, detailing the area or areas to
be lined. Contractor shall then provide a letter proposal for Services requested by the
City (hereinafter referred to It, "letter Proposal').
The Letter Proposal shall includethefollowing:
• A detailed description of the Services to be provided;
o The position of each person to be assigned to pertdrm the Services, and the
name of the individuals to be assiened, it available;
• The estimated number of hours and cost to complete the Services; and
e The dole needed to finish the specific Project.
2.2 No Services shall be provided until the Project Administrator has provided written
acceplanre.'of the Letter Proposal. Once authorized to proceed. Contractor shall
diligently perform the duties in theapproved laic er Proposal
"10 rtrxyrvl N=ITP nac-I¢
d• izE 5•m rAUJc! u �dng `wvtrc
•,oras; r�.am.�t�-�..�
ettr:E
A-2 I P a
W-01 X1114
SCHEDULE OF BILLING RATES
ATTACHMENT D: PROPOSAL OFFER FORM (Revised 12/0912211111
In order to more accurately depict oeermicost this propasat offer form shall supersede the
proposal offer form as originally included in Contractor Proposal submittals for RFp 9.29 "ns -
Needed Sewer Manhole lining Services',
Provide your firms service rate for performing as -needed sewer manhole, tiding servfcet T6B
rate should Includes Tire oppiicarian of patyurelhone lining to all inrerlor canricte surfares of
sewer monhales. This rate shall mclude.aRthe, necessary preparations, processes, labor,
materiats and equipment needed to complete the work. Other components which may be
deemed by the Contractor to be separate from standard processes may be addressed
separately.
Service: - -
COSI:
As-Noeded Sewer
- Ail inclusive? 11-X
Manhole Lining
$. r�'r- /Per Vertical Foot
Services
N
'If not, see below.
$orvicoi
! Cost: (N Included in above,
Gommantsfootar(SI
l
(denote with included'
Ezcoptionali.abor
I
Mobilization
I�C!Maslatc.
I
l SPer:
In5LrationiChemical
S IGnl �I
rrctrling
^—
xlcc a 466
Concrete Rehabilitation
'
S� �lHr
r
Traffic Corrml
S —
1Hc t.utJ-GtiI
Names reposing, f
F pa y Proposer lnirfais L,./`Z
Revised proposal ruler Form, RFP 9459 Page 1
MUM
The undioSigned nlrofies that scbmhsioo of this Propose! ismade vilhout Prior understanding.
o.rongement, agtctment, at connection withany corporation, flan at Person atibmirting a
Proposal far the surae services. and Is to oil respects fair and grif haat collusion of fraud. Tl>e
.undersigned ceritfies thai,they have not enterer! Into any arrangement or agreement with any
City of Newport Beach public officer. The undersigned understands [allusive praeth:es arc u
violation or to, an Aederul low and car, result hr fines, prison sentences, and ivil damage
awards. �///��
4'.-/4-//
Date
f,ec&..or y /fix V l
_Printed Nome and Mle N�
7 -=cast 0}'-t
Revised Proposal Offer Forst, RFP Fl -29 Fuge 2
B-2IPage
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. x
Date Received: 1-16-12 Dept./Contact Received From:
Date Completed: 2-14-12 Sent to:
Company/Person required to have certificate:
Type of contract:
Marie
Zebron
Marie
By: Joel
All Other
1. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 4-19-11/4-19-12
A.
INSURANCE COMPANY: Peerless Insurance Company
B.
AM BEST RATING (A-: VII or greater): A: XV
INSURANCE COMPANY: Employers Mutual
C.
ADMITTED Company (Must be California Admitted):
B.
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
1,000,000
E.
ADDITIONAL INSURED ENDORSEMENT— please attach
N Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
Is Company admitted in California?
include): Is it included? (completed Operations status does
❑ No
D.
not apply to Waste Haulers or Recreation)
N Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
for Waste Haulers): What is limits provided?
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
N Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
(What is limits provided?)
its officers, officials, employees and volunteers): Is it
included?
N Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
N Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
G.
HIRED AND NON -OWNED AUTO ONLY:
is not limited solely by their negligence) Does endorsement
❑ Yes
N No
include "solely by negligence' wording?
❑ Yes N No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
N N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A N Yes ❑ No
Il. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 10-17-11/10-17-12
A.
INSURANCE COMPANY: Employers Mutual
B.
AM BEST RATING (A-: VII or greater) A-: XI
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
N Yes
❑ No
D.
LIMITS (Must be $1M min. BI & PD and $500,000 UM; $2M min
for Waste Haulers): What is limits provided?
1,000,000
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F.
PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only):
N N/A
❑ Yes
❑ No
G.
HIRED AND NON -OWNED AUTO ONLY:
❑ N/A
❑ Yes
N No
H.
NOTICE OF CANCELLATION:
0 N/A
N Yes
❑ No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE -
4
C.
D.
E.
F.
G.
H.
2-01-11/2-01-12
INSURANCE COMPANY: State Fund
AM BEST RATING (A-: VII or greater): Not Rated
ADMITTED Company (Must be California Admitted):
WORKERS' COMPENSATION LIMIT: Statutory
EMPLOYERS' LIABILITY LIMIT (Must be $11M or greater)
WAIVER OF SUBROGATION (To include): Is it included?
SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
NOTICE OF CANCELLATION:
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved:
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
2-14-2012
Date
® Yes
❑ No
® Yes
❑ No
1,000,000
® Yes
❑ No
® N/A ❑ Yes
❑ No
❑ N/A ® Yes
❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Approved:
Risk Management
* Subject to the terms of the contract.
Date
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Data Is updated weekly and is current as of Friday, January 06, 2012. It is not a complete or certified record (
Entity Name:
ZEBRON CORPORATION
Entity Number;
C2023466
Date Filed:
12/29/1997
Status:
ACTIVE
3urisdictlom
NEVADA
Entity Address:
PO BOX 2874
Entity City, State, Zip:
NEWPORT BEACH CA 92659
Agent for Service of Process: ROGER D DECKER
Agent Address:
2888 BAYSHORE DR SHIP B3
Agent City, State, Zip:
NEWPORT BEACH CA 92660
" Indicates the information is not contained in the California Secretary of State's database.
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http://kepler.sos.ca.gov/cbs.aspx 01/11/2012