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HomeMy WebLinkAboutC-8445-2 - On-Call M/R/J/SA for On-Call Portable Toilet ServicesAMENDMENT NO. ONE TO ON -CALL MAINTENANCE/REPAIR/JANITORIAL SERVICES AGREEMENT WITH UNITED SITE SERVICES OF CALIFORNIA, INC. FOR ON -CALL PORTABLE TOILET SERVICES THIS AMENDMENT NO. ONE TO ON -CALL MAINTENANCE SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 31 st day of October, 2022 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and UNITED SITE SERVICES OF CALIFORNIA, INC., a California corporation ("Contractor"), whose address on file with the Secretary of State is 118 Flanders Road, Westborough, MA 01581, with a local address of 360 North Crescent Drive, South Building, Beverly Hills, CA 90210, and is made with reference to the following: RECITALS A. On February 11, 2020, City and Contractor entered into an On -Call Maintenance/Repair/Janitorial Services Agreement ("Agreement") for Contractor to perform, provide, and service, on an on -call basis, portable toilets and hand washing stations ("Project"). B. The parties desire to enter into this Amendment No. One to extend the term of the Agreement to February 10, 2025, and to amend Contractor's Notices section. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows- 1 . TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on February 10, 2025, unless terminated earlier as set forth herein." 2. NOTICES Section 24.3 of the Agreement is amended in its entirety and replaced with the following: "All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Natalie Hinojosa United Site Services of California, Inc. 360 North Crescent Drive, South Building Beverly Hills, CA 90210" United Site Services of California, Inc. Page 1 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] United Site Services of California, 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 OF NEWPORT BEACH, CITY ATTORNEY' OFFICE a California muni ipal corporation Date: t0VZZDate: Z By: By: Aaron C. Harp ti� Gra . Leung City Attorney ��,�� Ci anager ATTEST: CONSULTANT: UNITED SITE Date: 3 ZQ— SERVICES OF CALIFORNIA, INC., a California corporation Date: By: Ami4mit--� Leilani I. Brown City Clerk Signed in Counterpart Ibn Scott Jamroz Chief Financial Officer Date: Signed in Counterpart Jeffrey Dunlop Vice President & Assistant Secretary [END OF SIGNATURES] United Site Services of California, Inc. Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTO Ns�1 'S OFFICE Date: it `� 2'V' " CITY OF NEWPORT BEACH, a California municipal corporation Date: By: By: aron C.-Harp �q.22 Grace K. Leung City Attorney City Manager ATTEST: Date: CONSULTANT: UNITED SITE SERVICES OF CALIFORNIA, INC., a California corporation Date: By: By: } Leilani I. Brown Scott Jamroz City Clerk Chief Financial Officer Date: Z io&3 By: en Jeffrey Dunlop Vice President & Assistant Secretary [END OF SIGNATURES] United Site Services of California, Inc. Page 3 United Site Services of California, Inc. Salesperson Contact 523 W Crowther Avenue Michelle Cheney Placentia, CA 92870 00;n ff Mobile: 626-818-6825 P- d Office: 626-698-3101 x83101 (OU Fax: SITE SERVICES- Michelle.Cheney@unitedsiteservices.com Site Service Quotation Quote No.: 414-2213886 Quote Date: 05/05/21 Quote Expires: 06/04/21 Sell To: CITY OF NEWPORT BEACH Ship To: CITY OF NEWPORT BEACH Cynthia Haritatos JR LIFEGUARDS 592 SUPERIOR AVE 100 A ST NEWPORT BEACH, CA 92663-3670 NEWPORT BEACH, CA 92661 Cust. #: LAX -68600 Attn: Cynthia Haritatos Phone: 949-644-3102 Phone: 949-644-3102 Terms: Due Upon Receipt Item Unit Quantity From Thru Unit Price Nu Concept Restroom EA 10 06/14/21 07/11/21 485.00 Weekly Service- MON EA 10 06/14/21 07/11/21 230.00 Additional Weekly Service - TUES EA 10 06/14/21 07/11/21 230.00 Additional Weekly Service - THURS EA 10 06/14/21 07/11/21 230.00 Additional Weekly Service - FRI EA 10 06/14/21 07/11/21 230.00 Environment/Energy/Compliance Per Billing Cycle Subtotal .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . . Delivery, Setup, Removal EA 5 06/14/21 06/14/21 25.00 Environment/Energy/Compliance One Time Subtotal .. . . . . . . . . . . . . . . . . . . . . .. .. .. .. .. .. .. .. .. .. . . QUANTITY OF 10 IS FOR QUOTING PURPOSES ONLY. ONLY 5 NUC UNITS WILL BE DELIVERED 2 BILL CYCLES. DELIVERY 6/14. PICK UP 8/5 Nu Concept Restroom Subtotal: . . . . . . . .. .. .. . . . . . . . . . . .. . . . . . . . . .. .. . . 2 Station Sink EA 2 06/14/21 07/11/21 16.20 Weekly Service EA 2 06/14/21 07/11/21 56.00 Environment/Energy/Compliance Per Billing Cycle Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delivery, Setup, Removal EA 1 06/14/21 06/14/21 25.00 Environment/Energy/Compliance One Time Subtotal .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . . QUANTITY OF 2 IS FOR QUOTING PURPOSES ONLY. ONLY 1 2SS WILL BE DELIVERED. 2 BILL CYCLES. DELIVERY 6/14. PICK UP 8/5 2 Station Sink Subtotal: . .. .. . . . . . . . . . . . . .. .. .. .. .. .. .. .. .. .. .. .. . . Total Price 4,850.00 per billing cycle 2,300.00 per billing cycle 2,300.00 per billing cycle 2,300.00 per billing cycle 2,300.00 per billing cycle 0.00 per billing cycle 14,050.00 125.00 one time 0.00 one time 125.00 14,175.00 32.40 per billing cycle 112.00 per billing cycle 0.00 per billing cycle 144.40 25.00 one time 0.00 one time 25.00 169.40 Subtotal: 14,344.40 Accepted: Date: Tax: 390.01 Remit To: United Site Services, PO Box 660475, Dallas, TX 75266-0475 Total: 14,734.41 NOTE: Total prices have been calculated for 1 billing period only. Damage Waiver is optional. Please read the terms and conditions on the last page of this document for more information. United Site Services of California, Inc. Salesperson Contact 523 W Crowther Avenue Michelle Cheney Placentia, CA 92870 00;n ff Mobile: 626-818-6825 P- d Office: 626-698-3101 x83101 (OU Fax: SITE SERVICES- Michelle.Cheney@unitedsiteservices.com Site Service Quotation Quote No.: 414-1990814 Quote Date: 06/10/20 Quote Expires: 07/10/20 Sell To: CITY OF NEWPORT BEACH Ship To: JR LIFEGUARDS CYNTHIA HARITATOS 100 A ST 592 SUPERIOR AVE NEWPORT BEACH, CA 92661 NEWPORT BEACH, CA 92663-3670 Cust. #: LAX -68600 Phone: 949-644-3170 Fax: 949-644-3155 Attn: MIKE URE Phone: 949-903-5292 Terms: Due Upon Receipt Item Unit Quantity From Thru Unit Price Nu Concept Restroom EA 5 06/22/20 07/19/20 485.00 Weekly Service EA 5 06/22/20 07/19/20 230.00 Additional Weekly Service EA 5 06/22/20 07/19/20 230.00 Additional Weekly Service EA 5 06/22/20 07/19/20 230.00 Additional Weekly Service EA 5 06/22/20 07/19/20 230.00 Environment/Energy/Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Per Billing Cycle Subtotal .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . . Delivery, Setup, Removal EA 5 06/22/20 06/22/20 25.00 Environment/Energy/Compliance One Time Subtotal .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. One Time Subtotal .. .. .. . . . . . . . . . . .. .. .. .. .. .. .. .. .. .. .. .. .. . . Nu Concept Restroom Subtotal: 2 Station Sink EA 4 06/22/20 07/19/20 16.20 Weekly Service EA 4 06/22/20 07/19/20 56.00 Additional Weekly Service EA 4 06/22/20 07/19/20 56.00 Additional Weekly Service EA 4 06/22/20 07/19/20 56.00 Additional Weekly Service EA 4 06/22/20 07/19/20 56.00 Environment/Energy/Compliance 07/20/20 08/07/20 230.00 1,150.00 one time Environment/Energy/Compliance Per Billing Cycle Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delivery, Setup, Removal EA 4 06/22/20 06/22/20 25.00 Environment/Energy/Compliance One Time Subtotal .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . . 2 Station Sink Subtotal: . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . . Total Price 2,425.00 per billing cycle 1,150.00 per billing cycle 1,150.00 per billing cycle 1,150.00 per billing cycle 1,150.00 per billing cycle 0.00 per billing cycle 7,025.00 125.00 one time 0.00 one time 125.00 7,150.00 64.80 per billing cycle 224.00 per billing cycle 224.00 per billing cycle 224.00 per billing cycle 224.00 per billing cycle 0.00 per billing cycle 960.80 100.00 one time 0.00 one time 100.00 1,060.80 Nu Concept Restroom EA 5 07/20/20 08/07/20 485.00 2,425.00 one time Weekly Service EA 5 07/20/20 08/07/20 230.00 1,150.00 one time Additional Weekly Service EA 5 07/20/20 08/07/20 230.00 1,150.00 one time Additional Weekly Service EA 5 07/20/20 08/07/20 230.00 1,150.00 one time Additional Weekly Service EA 5 07/20/20 08/07/20 230.00 1,150.00 one time Environment/Energy/Compliance 0.00 one time Continued.. United Site Services of California, Inc. Salesperson Contact 523 W Crowther Avenue Michelle Cheney Placentia, CA 92870 00;n ff Mobile: 626-818-6825 P- d Office: 626-698-3101 x83101 (OU Fax: SITE SERVICES- Michelle.Cheney@unitedsiteservices.com Site Service Quotation Quote No.: 414-1990814 Quote Date: 06/10/20 Quote Expires: 07/10/20 Sell To: CITY OF NEWPORT BEACH Ship To: JR LIFEGUARDS CYNTHIA HARITATOS 100 A ST 592 SUPERIOR AVE NEWPORT BEACH, CA 92661 NEWPORT BEACH, CA 92663-3670 Cust. #: LAX -68600 Phone: 949-644-3170 Fax: 949-644-3155 Attn: MIKE URE Phone: 949-903-5292 Terms: Due Upon Receipt Item Unit Quantity From Thru Unit Price Nu Concept Restroom Subtotal: . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . . 2 Station Sink EA 4 07/20/20 08/07/20 16.20 Weekly Service EA 4 07/20/20 08/07/20 56.00 Additional Weekly Service EA 4 07/20/20 08/07/20 56.00 Additional Weekly Service EA 4 07/20/20 08/07/20 56.00 Additional Weekly Service EA 4 07/20/20 08/07/20 56.00 Environment/Energy/Compliance 2 Station Sink Subtotal: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kyle Brodowski Digitally signed by Kyle Brodowski Date: 2020.07.13 12:43:28 -07'00' Total Price 7,025.00 64.80 one time 224.00 one time 224.00 one time 224.00 one time 224.00 one time 0.00 one time 960.80 Subtotal: 16,196.60 Accepted: Date: Tax: 403.35 Remit To: United Site Services, PO Box 660475, Dallas, TX 75266-0475 Total: 16,599.95 NOTE: Total prices have been calculated for 1 billing period only. Damage Waiver is optional. Please read the terms and conditions on the last page of this document for more information. TERMS AND CONDITIONS 1. Acceptance Customer shall be deemed to have accepted these terms and conditions upon the earliest to occur of: (i) two business days after receipt of an invoice from Company; (ii) delivery of items of equipment ('Equipment') identified in the invoice to the site designated in the invoice (the "Site") and use or acceptance thereof; or (iii) acknowledgment or other conduct of Customer indicating acceptance. These terms and conditions shall supersede any inconsistent terms of any purchase order or other documents of Customer. 2. Payment Terms All agreements are subject to approval by Company. Customer shall pay all charges by Company during the term (the 'Period") shown in the invoice. All Company invoices are due and payable upon Customer's receipt of the invoice. Customer shall be liable to Company for interest at the rate of 1.5% per month, or such lesser rate as may be the maximum lawful rate from time to time, on all overdue accounts. Customer shall pay all additional charges for services separately requested by Customer or made necessary by Customer's breach of these Terms and Conditions, including but not limited to, moving/relocation charges, special service charges, and special delivery and removal charges. In the event Customer's account becomes delinquent, Customer agrees to pay Company all collection expenses, including reasonable attorney's fees. 3. Service The Company offers servicing as an option on all portable rest - rooms. 4. Damage Waiver The Company offers a damage waiver program on certain Equipment. Customer may decline the damage waiver by completing and executing the appropriate section at the end of these terms and conditions. Unless Customer has declined the Damage Waiver in writing before the com- mencement of the Period or within five business days of the date of the first Invoice to Customer for any Equipment identified with a Damage Waiver on the invoice, whichever is later, Company shall impose, and Customer shall pay, any Damage Waiver fees indicated on the invoice and (provided Customer has not breached any of these terms and conditions) Customer shall have no responsibility for accidental structural damage to the Equipment, EXCEPT (i) Customer shall be liable for theft of any Equipment and for any losses resulting from any willful or grossly negligent acts or omissions of Customer or any of its agents, servants and employees, and (ii) if Customer has other insurance covering such loss ordamage, Customershall exercise all rights available to it under such insurance, take all actions necessary to process such claim and assign such claim and pay any and all proceeds from such insurance to Company. If Customer declines the Damage Waiver, Customer shall be liable for any loss or damage to the Equipment, regardless of cause or fault, except for reasonable wear and tear, and Customer shall pay Company the actual cost of repair or replacement cost thereof, and in addition thereto, for Company's loss of use of the Equipment. In the event of any loss of or damage to the Equipment, Customer shall promptly notify Company of such loss or damage and shall provide Company with copies of all reports relating to such loss or damage, including police reports, informal investigation reports and insurance reports. The damage waiver described in this section does not apply to portable toilets and containers which become contaminated with hazardous materials or contaminants de- scribed in Paragraph 7 while in the Customer's control and possession. S. Equipment Location Customer warrants and represents that it has exercised due diligence and care in the selection of the location it has designated for the placing of portable toilets, temporary fencing, portable storage containers and any other Equipment provided by Company, and further agrees to give directions and supervise the placement of such temporary fencing, storage containers, portable toilets and other Equipment. 6. Equipment Responsibility Company will deliver the Equipment to the Site at the commencement of the Period and will remove the Equipment at the end of the Period. If servicing has been ordered by Customer, Company will remove any domestic septic waste (°DSW") from portable restrooms, if applicable, on the service day(s) scheduled by Company. In the event Company is unable to service the Equipment on the service day due to a holiday, inclement weather, or other interfering circumstances, Company shall service the Equipment on the earliest business day, excluding Sundays, available in accordance with Company's other service commitments. Company shall be granted access to the Equipment at any time for any servicing, maintenance or removal of Equipment. Customer shall not remove the Equipment from the Site, and shall not move the Equipment on the Site without written permission from Company. Customer shall not modify the equipment. Customer shall not sell, rent, lease or otherwise lose possession of the Equipment, nor shall Customer permit any lien to be placed on the Equipment. Customer acknowledges that Company has no control over the use of the Equip- ment by Customer, and Customer agrees to comply, at Customer's sole expense, with any and all applicable municipal, county, state, federal or quasi -governmental laws, ordinances, regulations and guidelines, including ANSI Standard Z4.3 and the requirements of the 'Guide for Clean Portable Sanitation" published by PSAI, if applicable. Rev. 5.6.09 7. Equipment Contamination While portable restroom units are in Customer's possession, Customer shall prevent any contamination of such units with or from radioactive, volatile, Flammable, explosive, toxic or hazardous materials (including oils, paints, adhesives and solvents). Company will not remove any waste other than DSW from portable restrooms and storage containers ('Other Waste"). In the event Other Waste is found in the Equipment, Customer shall arrange and pay for separate removal of such Other Waste. Until such Other Waste is removed, Customer may not terminate the Period and Customer is liable for all charges ac- crued during such period. 8. Liability Except to the extent Customer is not liable for damage to Equipment under the Damage Waiver program described in Section 5, Customer agrees to defend, indemnify and hold Company harmless to the maximum extent permitted by law from and for all claims, lawsuits, damages, expenses and other losses arising out of the rental or use of Equipment delivered to or rented by Customer. Customer's obligation will apply to the extent permitted by law to all accidents or incidents regardless ofwhether same occur as a result of Customer's or third party's negligence, fault or other legal liability. Customer will have no obligation to defend, indemnify or hold harmless Company if the accident or incident arises out of the sole negligence or willful misconduct of Company. Company, its officers, directors, employees and agents shall not, under any circumstances, be liable to Customer for consequential, incidental, special, exemplary or punitive damages arising out of or relating to the Equipment. Customer's sole and exclusive remedy for any claims or causes of action arising out of or related to the Equipment shall be to recover from Company direct damages in an amount not to exceed the amount paid by Customer for use of the Equipment. 9. No Prorating Agreed upon rates are the complete billing periods and are not to be prorated. 10. Termination Company may terminate this agreement and remove the Equip- ment immediately in the event (i) Customer fails to pay any amount when due to Company, (ii) Customer otherwise breaches or rejects any of these Terms and Conditions, (iii) there is any loss of or damage to the Equipment, (iv) any lien is placed, or is proposed to be placed, on any of the Equipment, or (v) a proceeding in bankruptcy or for other protection from creditors is commenced by or against Customer. Company shall not be responsible for loss of any personal property on the Site, which may be caused by removal of any of Company's Equipment pursu- ant to this paragraph. 11. Governance This agreement shall be governed by and construed in accor- dance with the laws of the state, shown on the invoice, in which the Company's place of business is located, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than such state. Each of the parties submits to the jurisdiction of any state or federal court sitting in such state, in any action or proceeding arising out of or relating to this agreement. All claims in respect of the action or proceeding may be heard and determined in any such court. No failure by Company to exercise any right hereunder shall operate as a waiver of any other right hereunder, and a waiver of any right on one occasion shall not constitute a bar to or a waiver of any such right on any future occasion. All modifications to these Terms and Conditions shall be in writing. 12. Taxes & Fees Customer shall pay any and all taxes, license fees or permit fees arising out of use of the Equipment. Customer shall pay such taxes whether such taxes are shown on the invoice or whether such taxes are later claimed by a governmental authority. In the event of a claim by a governmental authority for taxes related to the Equipment, Customer shall pay to Company such taxes on demand. 13. Additional Terms Additional Terms and Conditions apply to rental and service of Storage Containers ("Si and Temporary Power equipment. These Terms & Conditions are shown on the back of your contract for these items. 14. Errors & Omissions Company reserves the right to correct any erroneous information that may appear in the invoice or may have appeared in a prior invoice including, without limitation, Customer's name or address, or billing amounts. 15. Conditional Payments Any payment check, or other form of payment that you send us for less than the full balance due that is marked "paid in full' or contains a similar notation, or that you otherwise tender in full satisfaction of a disputed amount, must be sent to United Site Services Inc., 50 Washington Street, Suite 1000, Westborough, MA01581. We reserve all our rights regarding these payments (e.g., if it is determined there is no valid dispute, or if any such check is received at any other address, we may accept the check and you will still owe any remaining balance). We may refuse to accept any such payment by returning it to you, not cashing it or destroying it. All other payments that you make shall be sent to the address on the invoice. ON-CALL MAINTENANCE/REPAIR/JANITORIAL SERVICES AGREEMENT WITH UNITED SITE SERVICES OF CALIFORNIA, INC. FOR ON-CALL PORTABLE TOILET SERVICES THIS ON-CALL MAINTENANCE/REPAIR/JANITORIAL SERVICES AGREEEMENT ("Agreement") is made and entered into as of this 11th day of February, 2020 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and UNITED SITE SERVICES OF CALIFORNIA, INC., a California corporation ("Contractor"), whose address is 1260 N. Jefferson St. Anaheim, CA 92807, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to perform, provide, and service, on an on-call basis, portable toilets and hand washing stations ("Project"). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the janitorial 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 February 12, 2023, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Contractor shall perform the on-call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein, Contractor shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; and 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein, not later than two (2) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand - delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Two Hundred Thousand Dollars and 00/100 ($200,000.00), without prior written amendment to the Agreement. 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name and/or classification of employee who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date United Site Services of California, Inc. Page 2 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 Natalie Hinojosa 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 Public Works. City's Facilities Maintenance 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 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 United Site Services of California, Inc. Page 3 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 community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws and legally recognized professional standards. 8.3 Contractor represents and warrants to City that it has, shall obtain and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 9.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's Work on the Project, or the Work of any subcontractor or supplier selected by Contractor. 9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, United Site Services of California, Inc. Page 4 defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 9.4 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 9.5 Contractor shall perform all Work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Work by Contractor or its agents. 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Agreement as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 9.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 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. United Site Services of California, Inc. Page 5 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. BONDING 15.1 For any Letter Proposal accepted by City of over Twenty Five Thousand Dollars and 00/100 ($25,000.00), Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement: (1) a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in any Letter Proposal accepted by City of over Twenty Five Thousand Dollars and 00/100 ($25,000.00), and in the form attached hereto as Exhibit D which is incorporated herein by this reference; and (2) a Faithful Performance Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in any Letter Proposal accepted by City of over Twenty Five Thousand Dollars and 00/100 ($25,000.00), and in the form attached hereto as Exhibit E which is incorporated herein by this reference. 15.2 The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property - Casualty. 15.3 Contractor shall deliver, concurrently with City's approval of any Letter Proposal over Twenty Five Thousand Dollars and 00/100 ($25,000.00), the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority" of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the State of California. United Site Services of California, Inc. Page 6 16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -venture or syndicate or 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. 17. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 18. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 20. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or United Site Services of California, Inc. Page 7 copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 21. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Project. 23. CONFLICTS OF INTEREST 23.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 23.2 If subject to the Act and/or Government Code §§ 1090 et seq., Contractor shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 24. NOTICES 24.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 24.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at- Attn: Facilities Maintenance Supervisor Public Works City of Newport Beach 100 Civic Center Drive United Site Services of California, Inc. Page 8 PO Box 1768 Newport Beach, CA 92658 24.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Natalie Hinojosa United Site Services of California, Inc. 1260 N. Jefferson St. Anaheim, CA 92807 25. 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.). 26. TERMINATION 26.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 26.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 27. LABOR 27.1 Contractor shall conform with all applicable provisions of state and federal law including, but not limited to, applicable provisions of the federal Fair Labor Standards Act ("FLSA") (29 USCA § 201, et seq.). United Site Services of California, Inc. Page 9 27.2 Contractor shall comply with all applicable provisions of the California Labor Code, including the Displaced Janitors Opportunity Act (Labor Code §§1060-1065). 27.3 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give written notice to City, and provide all relevant information. 27.4 Contractor represents that all persons working under this Agreement are verified to be U.S. citizens or persons legally authorized to work in the United States. 27.5 To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees from loss or damage, including but not limited to attorneys' fees, and other costs of defense by reason of actual or alleged violations of any applicable federal, state and local labor laws or law, rules, and/or regulations. This obligation shall survive the expiration and/or termination of the Agreement. 28. STANDARD PROVISIONS 28.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. 28.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. United Site Services of California, Inc. Page 10 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controllinq Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] United Site Services of California, Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 5/2,o?X') By: ak fvJl� r,,, -Aaron C. Harp City Attorney ATTEST: Date: 4. O)zc) ►�� �_N,;o/FAJf111 CITY OF NEWPORT BEACH, a California municipal corporation Date: z.10/2dzo CQ=e Will O'Neill Mayor CONTRACTOR: UNITED SITE SERVICES OF CALIFORNIA, INC., a California corporation Date: Signed in Counterpart Jeffrey Dunlop Vice President Date: AM - Signed in Counterpart Scott Jamroz Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Exhibit D — Labor and Materials Payment Bond Exhibit E — Faithful Performance Bond United Site Services of California, Inc. Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California municipal corporation Dater Date - By: By-.— p,,/.-Aaron y:Fo(:Aaron C. Harp Will O'Neill City Attorney o�T Mayor ATTEST: CONTRACTOR: UNITED SITE Date: SERVICES OF CALIFORNIA, INC., a California corporation Date: Febmary 6, 2020 By: By:. 2 Leilani I. Brown Je p City Clerk ice,Pf6sident Date: Attachments: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E By: Scott Jamr z Chief Financial Officer [END OF SIGNATURES] Scope of Services Schedule of Billing Rates Insurance Requirements Labor and Materials Payment Bond Faithful Performance Bond United Site Services of California, Inc. Page 12 EXHIBIT SCOPE OF SERVICES United Site Services of California, Inc. Page A-1 SCOPE OF SERVICES • DESCRIPTION OF PROJECT Contractor shall provide on-call portable toilets and hand washing station services. The following is a list of services that may be requested by the City: • SCOPE OF SERVICES 1. All toilets and hand washing stations should be kept clean, free of graffiti and in good working condition. 2. Toilets and hand washing stations should be serviced daily, including weekends, unless a reduced service schedule is approved by the City. 3. Service visits shall include the following: o pump out waste; o remove litter; o clean and disinfect interior services; o provide and replenish toilet paper, seat covers, fresh deodorant, hand sanitizer and water, where applicable; o remove graffiti from interior and exterior of portable toilet; and o perform repairs as needed to make the toilet usable and maintain user privacy. 4. Requests for additional units in a non -emergency situation will be subject to at least 24- hour prior notification. 5. Units will be monitored by the City for overall cleanliness and repair. Requests by the City for maintenance and/or cleaning shall be responded to within (8) hours for a non- emergency, or (3) hours for an emergency. 6. Contractor must maintain a service yard in Newport Beach, CA or within (60) minutes response time to requests. 7. The City will not assume any of the responsibility for stolen units, nor will the City be responsible for repairing the damaged units, unless the damage has been determined by the City to have been caused by City staff. 8. Portable toilets shall be enclosed with a door that can be locked from the inside and include a commode, urinal and dispensers for toilet paper and disposable paper seat covers. The Contractor shall provide and maintain a written service log affixed to the inside of the portable toilet that lists the date of each service visit. 9. Secondary Containment pans shall be included to contain grey water and cleaning solutions during servicing. Shall meet California run-off prevention regulations. 10. The portable toilet units listed in the schedule of bid items are defined as follows: o Standard Portable Toilet 4 ft. x 4 ft. / ADA Portable Toilet 6 ft. x 6 ft. (with full wheelchair accessibility) o 1 Trailer -Mounted 3 -Bay Comfort Station i. Shall not exceed 20'6" in length. ii. Shall have two female and one male restroom. o 6 Concept Restrooms i. Luxury units also known as deluxe, VIP, ultra deluxe, concept, etc. • EMERGENCY SERVICE Contractor shall provide emergency cleaning and delivery of emergency units, as needed. Toilets may require service in addition to the regularly scheduled service. This service will be charged at the emergency service rates listed in the schedule of bid items. Contractor shall either service, or furnish and deliver emergency units within three (3) hours after notification from the City. For an emergency service, a verbal request of the City's needs to Contractor will be sufficient. EXHIBIT B SCHEDULE OF BILLING RATES United Site Services of California, Inc. Page B-1 EXHIBIT B BILLING RATES Bid Item Description u0m Standard Portable Toilet Per each Per Day $16.20 ADA Handicap Portable Toilet Per each Per Day $21.65 Trailer -Mounted 3 Bay Comfort Station Including delivery and set up Per Day $1,915.00 Concept Restroom Per each Per Day $150.00 Portable Hand Wash Station N/A Per Day $16.20 Hand Sanitizer Station N/A Per Day $10.82 Delivery Charge, if any N/A Per Unit $25.00 Daily Service Visit Monday — Friday 7:00am to Per Service $14.00 4:30pm Visit Weekend Service Visit Saturday — Sunday 7:OOam to Per Service $216.32 4:30pm Visit Per Emergency Service Visit After hours weekdays. Service $216.32 Visit Emergency Service Visit Evenings, Weekends and Per Service $450.00 Holidays Visit TOTAL NOT -TO -EXCEED: $200,000.00 EXHIBIT C INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented United Site Services of California, Inc. Page C-1 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Pollution Liability Insurance. If required, Contractor shall maintain a policy providing contractor's pollution liability ("CPL") coverage with a total limit of liability of no less than one million dollars ($1,000,000) per loss and two million dollars ($2,000,000) in the aggregate per policy period. Claims - made policies require a 5 -year extended reporting period. The CPL policy shall include coverage for cleanup costs, third -party bodily injury and property damage, including loss of use of damaged property or of property that has not been physically injured or destroyed, resulting from pollution conditions caused by contracting operations. Coverage as required in this paragraph shall apply to sudden and non -sudden pollution conditions resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, or gases, waste materials, or other irritants, contaminants, or pollutants. The CPL shall also provide coverage for transportation and off -Site disposal of materials. The policy shall not contain any provision or exclusion (including any so-called "insured versus insured" exclusion or "cross -liability" exclusion) the effect of which would be to prevent, bar, or otherwise preclude any insured or additional insured under the policy from making a claim which would otherwise be covered by such policy on the grounds that the claim is brought by an insured or additional insured against an insured or additional insured under the policy. 4. _Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. B. Additional Insured Status. All liability policies including general liability, products and completed operations, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. United Site Services of California, Inc. Page C-2 D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform United Site Services of California, Inc. Page C-3 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 subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. United Site Services of California, Inc. Page C-4 EXHIBIT D CITY OF NEWPORT BEACH BOND NO. LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, State of California, has awarded to hereinafter designated as the "Principal," an agreement for maintenance and/or repair services, in the City of Newport Beach, in strict conformity with the Agreement on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Agreement and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon, for, or about the performance of the Work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We the undersigned Principal, and, duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety") are held and firmly bound unto the City of Newport Beach, in the sum of Dollars ( ) lawful money of the United States of America, said sum being equal to 100% of the amount of any Letter Proposal accepted by City of over Twenty Five Thousand Dollars and 00/100 ($25,000.00), payable by the City of Newport Beach under the terms of the Agreement; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the Work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorneys' fee, to be fixed by the Court as required by the provisions of Section 9554 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 9100 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as United Site Services of California, Inc. Page D-1 required by and in accordance with the provisions of Sections 9500 et seq. of the Civil Code of the State of California. And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Agreement or to the Work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Agreement or to the Work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the day of , 20 Name of Contractor (Principal) Name of Surety Address of Surety Telephone APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: Aaron C. Harp City Attorney Authorized Signature/Title Authorized Agent Signature Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED United Site Services of California, Inc. Page D-2 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of I ss. On 20 before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of }ss. On 20 before me, Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) United Site Services of California, Inc. Page D-3 [=FA:11=3122 CITY OF NEWPORT BEACH BOND NO. FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ rate of $ , being at the thousand of the Agreement price. WHEREAS, the City of Newport Beach, State of California, has awarded to hereinafter designated as the "Principal," an agreement for maintenance and/or repair services in the City of Newport Beach, in strict conformity with the Agreement on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Agreement and the terms thereof require the furnishing of a Bond for the faithful performance of the Agreement. NOW, THEREFORE, we, the Principal, and , duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety"), are held and firmly bound unto the City of Newport Beach, in the sum of ( ) lawful money of the United States of America, said sum being equal to 100% of the amount of any Letter Proposal accepted by City of over Twenty Five Thousand Dollars and 00/100 ($25,000.00), to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the Work, covenants, conditions, and agreements in the Agreement and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by City, only in the event City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Agreement or to the Work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive United Site Services of California, Inc. Page E-1 notice of any such change, extension of time, alterations or additions of the Agreement or to the Work or to the specifications. This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by City. In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on the day of , 20 Name of Contractor (Principal) Name of Surety Address of Surety Telephone APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: Aaron C. Harp City Attorney Authorized Signature/Title Authorized Agent Signature Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED United Site Services of California, Inc. Page E-2 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of }ss. On 20 before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of }ss. On 20 before me, Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) United Site Services of California, Inc. Page E-3 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 3/3/2020 Dept./Contact Received From: Shelby Morgan Department: Public Works Sent to: Marissa By: Shelby Company/Person required to have certificate: United Site Services of CA Type of contract: On -Call Maint/Repair/Janitorial I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 11/3/2019-11/3/2020 A. INSURANCE COMPANY: Safety National Casualty Corporation NAIC#15105 B. AM BEST RATING (A-: VII or greater): A+ XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ❑✓ Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? $1 M occur / $21VI agg E. ADDITIONAL INSURED ENDORSEMENT — please attach ❑✓ Yes ❑ No F. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ✓❑ Yes ❑ No G. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included?✓❑ Yes ❑ No H. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ❑ N/A ✓❑ Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 11/3/2019-11/3/2020 A. INSURANCE COMPANY: Safety National Casualty Corporation NAIC#15105 B. AM BEST RATING (A-: VII or greater) A+ XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ❑✓ Yes ❑ No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1M E. PRIMARY & NON-CONTRIBUTORY WORDING ENDORSEMENT -please attach ❑✓ Yes ❑ No F. HIRED AND NON -OWNED AUTO ONLY: ❑✓ N/A F] Yes ❑ No G. ADDITIONAL INSURED ENDORSEMENT — please attach ❑✓ Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ❑✓ Yes ❑ No I. SIGNED AUTOMOBILE INSURANCE EXEMPTION FORM: ❑✓ N/A []Yes ❑ No III WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 11/3/2019-11/3/2020 A. INSURANCE COMPANY: Safety National Casualty Corporation NAIC#15105 B. AM BEST RATING (A-: VII or greater): A+ XV C. ADMITTED Company (Must be California Admitted): D. WORKERS' COMPENSATION LIMIT: Statutory E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ADDITIONAL COVERAGES THAT MAYBE REQUIRED ❑✓ Yes ❑ No ❑✓ Yes ❑ No $1M ❑✓ Yes ❑ No ❑✓ N/A ❑ Yes ❑ No ❑ PROFESSIONAL LIABILITY EFFECTIVE/EXPIRATION DATE: A. INSURANCE COMPANY: ❑✓ POLLUTION LIABILITY EFFECTIVE/EXPIRATION DATE: 9/19/2018-9/19/2021 A. INSURANCE COMPANY: Allied World Assurance Company US Inc NAIC#19489, $2M/$2M ❑ BUILDER'S RISK EFFECTIVE/EXPIRATION DATE: A. INSURANCE COMPANY: EFFECTIVE/EXPIRATION DATE: A. INSURANCE COMPANY: NOTES/COMMENTS: Approved: Risk Management 4/28/2020 Date