City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
CITYWIDE MASTER AGREEMENT
CONTRACT NUMBER MA# 106-498467
BETWEEN
CITY OF ANAHEIM
AND
DIAMOND ENVIRONMENTAL SERVICES LP
FOR
PORTABLE TOILETS/SHOWERS AND OTHER SITE RENTALS AND SERVICES
This Agreement MA#106-498467 for Portable Toilets/Showers and Other Site Rentals and Services, (hereinafter referred to as “Contract”) is made and entered into as of the date fully executed by and between the City of Anaheim, 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 City of Anaheim , (hereinafter referred to as “City”), with a place of business at 200 S. Anaheim Blvd, Suite 620, Anaheim, CA 92805 and Diamond Environmental Services LP, a Limited Partnership in California (hereinafter referred to as “Contractor”), with City and Contractor sometimes individually referred to as “Party”, or collectively referred to as “Parties”.
ATTACHMENTS
This Contract is comprised of this document and the following Attachments, which are attached hereto and incorporated by reference into this Contract:
Attachment A – Scope of Work
Attachment B – Pricing, Payment, and Compensation
Attachment C – Regional Cooperative Agreement (RCA) Contract Number RCA-017-23010021 between County of Orange and Diamond Environmental Services LP for Portable Toilets/ Showers and Other Site Rentals and Services
RECITALS
WHEREAS, the City has identified a Cooperative Contract issued by the County of Orange, a political subdivision of the State of California, as a result of a competitive solicitation, Invitation for Bid IFB 017-2341305-SC, for Portable Toilets/Showers and Other Site Rentals and Services; and WHEREAS, RCA-017-23010021 includes a Cooperative Contract clause that extends the provisions, scope of work, and pricing of the agreement to any Municipal, County, Public Utility, Hospitals, Educational Institution, or any other non-profit or governmental organization; and, WHEREAS, the City desires to leverage the Cooperative Contract provisions of RCA -017- 23010021 and enter into this Contract with Contractor for Portable Toilets/Showers and Other Site Rentals and Services as further set forth into this Contract including its Attachments; and, WHEREAS, the Contractor agrees to provide Portable Toilets/Showers and Other Site Rentals and Services based on the Scope of Work and Pricing , Payment, attached hereto and incorporated herein as
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
Attachment A and Attachment B effective upon all necessary signatures and continue through June 30, 2026, with an option to renew for two (2) additional one (1) year terms.
NOW, THEREFORE, the Parties mutually agree as follows:
ARTICLES
I. General Terms and Conditions:
A. Governing Law and Venue: This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another County.
B. Entire Contract: This Contract contains the entire Contract between the P arties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on City unless authorized by City in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any City employee or agent, including but not limited to ins tallers of software, shall not be valid or binding on City unless accepted in writing by City’s Purchasing Agent or designee.
C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the P arties; no oral understanding or agreement not incorporated herein shall be binding on either of the Parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on City unless authorized by City in writing.
D. Taxes: Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out -of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment.
E. Delivery: Timely delivery of the Portable Toilets/Showers and Other Site Rentals and Services is of the essence in this Contract. City reserves the right to refuse any commodities and services and to cancel all or any part of the commodities not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed scope of work.
Acceptance of any part of the order for commodities shall not bind City to accept future shipments nor deprive it of the ri ght to return commodities already accepted at Contractor’s expense. Over shipments and under shipments of commodities shall be only as agreed to in writing by City .
Delivery shall not be deemed to be complete until all commodities or services have been received and accepted in writing by City.
F. Acceptance Payment: Unless otherwise agreed to in writing by City , 1) acceptance shall not be deemed complete unless in writing and until all the commodities/services have actually been received, inspected, and tested to the satisfaction of City, and 2) payment shall be made in arrears after satisfactory acceptance.
G. Warranty: Contractor expressly warrants that the goods covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor’s part to indemnify, defend and hold City and its indemnities as identified in Article “Z” harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by City by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non- compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act.
Such remedies shall be in addition to any other remedies provided by law.
H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requ irement contained in paragraph “Z” below, it shall indemnify, defend and hold City and City Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.
I. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the P arties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Contractor without the express written consent of City . Any attempt by Contractor to assign the performance or any portion thereof of this Contract without the express written consent of City shall be invalid and shall constitute a breach of this Contract.
J. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to penalties pursuant to Section 1741 of the California Labor Code.
K. Termination: In addition to any other remedies or rights it may have by law, City has the right to immediately terminate this Contract without penalty for cause or after 30 days’ written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of Contractor. Exercise by City of its right to terminate Contract shall relieve City of all further obligation.
L. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the P arty claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
M. Independent Contractor: Contractor shall be considered an independent contractor and neither Contractor, its employees, nor anyone working under Contractor shall be considered an agent or an employee of City. Neither Contractor, its employees nor anyone working under Contractor shall qualify for workers’ compensation or other fringe benefits of any kind through City.
N. Performance Warranty: Contractor shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to City ’s satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion , and coordination of all City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
documentation and other commodities/services furnished by Contractor under this Contract.
Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and mainta in all permits and licenses required by public authorities, including those of City required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Contractor shall be fully responsible for all work performed by subcontractors.
O. Bonding and Insurance Requirements: Some procurements may require bonding and/or insurance. Specific requirements will be stated in the applicable bid documents. In the event bonding is required, bonds shall be submitted in a form acceptable to the City (samples will be included in the d ocuments). Checks or letters of credit will not be accepted in lieu of bonding.
Without limiting the City’s right to indemnification, it is agreed that Contractor shall secure, prior to commencing, any activities under this Contract, and maintain, during the term of this Contract.
When work will be performed on City property, the City’s standard insurance requirements (shown below) will apply, unless otherwise indicated in the bid specifications.
Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent Contractor’s Liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to the City, in writing, at the inception of this Contract.
Comprehensive Automobile Liability Coverage, including —as applicable—owned, non- owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law.
Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000. A Waiver of subrogation is required for Workers’ Compensation coverage.
It is agreed that any insurance maintained by Contractor pursuant to this Contract shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City of Anaheim
Coverage Minimum Limits
Commercial General Liability $2,000,000 occurrence
$4,000,000 aggregate
Automobile Liability including
coverage for owned, non-owned and
hired vehicles
$2,000,000 combine single limit per
occurrence
Workers’ Compensation Statutory
Employers’ Liability Insurance $1,000,000 per occurrence
Contractor agrees that this insurance shall not be voluntarily cancelled by Contractor or limited in scope or coverage by Contractor until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non-payment of premium, which requires notice of not less than ten (10) days.
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
The City of Anaheim, its officers, agents, employees, representatives and City- designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.
Insurance certificates should state:
City of Anaheim
Attn: Purchasing Division
200 S. Anaheim Blvd. Suite 620
Anaheim, CA 92805
Insurance certificates should be emailed to [email protected]
Prior to commencing any work under this Contract, Contractor shall deliver to the City insurance certificates confirming the existence of the insurance required under this Contract, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Contract, Contractor shall provide the City (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to the City evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to the City, with prior written permission from the City. In the event that a claim or other legal action is filed against the City, and if the City, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then the City has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the Parties agree that Contractor shall fully defend, hold harmless, and indemnify the City against any such claim or other legal action.
In addition to other remedies the City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, the City may, at its sole option:
1. Order Contractor to stop work under this Contract and/or withhold any payment(s) that become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof;
2. Terminate this Contract.
3. Exercise of any of the above remedies, however, is an alternative to other remedies the City may have and is not the exclusive remedy for Contractor’s failure to maintain insurance or secure appropriate endorsements.
Nothing herein contained shall be construed in any way as limiting the extent that a Contractor may be held responsible for payments of damages to persons or property resulting from Contractor’s, (or Contractor’s Agent or Sub-Agent, if any) performance of the work covered under this Contract.
In the event Contractor hires other persons or firms to perform some of the work related to this Agreement, Contractor shall ensure (i) that the acts or omissions of such persons or firms are covered under the above -referenced liability insurance, or (ii) that such firms maintain City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of Contractor under this Contract (except for firms that are not performing professional services —such firms shall not be required to carry t he above -referenced professional liability insurance); and in either instance, Contractor shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to the City.
P. Changes: Contractor shall make no changes in the work or perform any additional work without City’s specific written approval.
Q. Change of Ownership/Name, Litigation Status, Conflicts with City Interests: Contractor agrees that if there is a change or transfer in ownership of Contractor’s business prior to completion of this Contract, and City agrees to an assignment of Contract, the new owners shall be required under the terms of sale or other instruments of transfer to assume Contractor’s duties and obligations contained in this Contract and complete them to the satisfaction of City.
City reserves the right to immediately terminate Contract in the event City determines that the assignee is not qualified or is otherwise unacceptable to City for the provision of services under Contract.
In addition, Contractor has the duty to notify City in writing of any change in Contractor ’s status with respect to name changes that do not require an assignment of Contract . Contractor is also obligated to notify City in writing if Contractor becomes a party to any litigation against City, or a party to litigation that may reasonably affect Contractor’s performance under Contract, as well as any potential conflicts of interest between Contractor and City that may arise prior to or during the period of Contract performance. While Contractor will be required to provide this information without prompting from City any time there is a change in Contractor’s name, conflict of interest or litigation status, Contractor must also provide an update to City of its status in these areas whenever requested by City.
Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with City interests. In addition to Contractor, this obligation shall apply to Contractor’s employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. Contractor’s efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers in the performance of their duties.
R. Force Majeure: Contractor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause b eyond its reasonable control, provided Contractor gives written notice of the cause of the delay to City within 36 hours of the start of the delay and Contractor avails himself of any available remedies.
S. Confidentiality: Contractor agrees to maintain the confidentiality of all City and City-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor’s staff, agents and employees.
T. Compliance with Laws: Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor’s expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively “laws”), including, but not City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
limited to those issued by City in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by City . Contractor acknowledges that City is relying on Contractor to ensure such compliance, and pursuant to the requirements of paragraph “Z” below, Contractor agrees that it shall defend, indemnify and hold City and City Indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws.
U. Freight: Prior to City ’s express acceptance of delivery of products. Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under Contract.
V. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.
W. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each Party shall bear their own attorney’s fees, costs and expenses.
X. Interpretation: This Contract has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each Party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each P arty further acknowledges that they have not been influenced to any extent whatsoever in executing this Con tract by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the Party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to affect the purpose of the Parties and this Contract.
Y. Employee Eligibility Verification: Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. Contractor shall obtain from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. Contractor shall indemnify, defend with counsel approved in writing by City, and hold harmless, City, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against Contractor or City or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract.
Z. Hold Harmless and Indemnification: Contractor agrees to indemnify, defend and hold harmless the City (including its officers and employees) from and against any and all claims of any kind or nature presented against the City arising out of Contracto r’s (including Contractor ’s employees, representatives, products, and subcontractors) performance under any purchase order or agreement, excepting only such claims, costs, or liability which may arise out of the sole negligence of the City.
AA. Audits/Inspections: Contractor agrees to permit the City’s authorized representative (including auditors from a private auditing firm hired by City ) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected wi th the performance of Contract including, but not limited to, the costs of administering Contract . City will provide reasonable notice of such an audit or inspection. City reserves the right to audit and verify Contractor’s records before final payment is made.
Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to City to audit records and interview staff of any subcontractor related to performance of this Contract.
Should Contractor cease to exist as a legal entity, Contractor’s records pertaining to this Contract shall be forwarded to City’s project manager.
BB. Contingency of Funds: Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon budget approval for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, City may immediately terminate or modify this Contract without penalty.
CC. Expenditure Limit: Contractor shall notify City of Anaheim in writing when the expenditure against Contract reaches 75 percent of the dollar limit on Contract. City will not be responsible for any expenditure overruns and will not pay for wok exceeding the dollar limit on Contract unless a change order to cover the costs has been issued.
DD. California Public Records Act: Contractor and City agree and acknowledge that all information and documents related to the award and performance of this Contract may be subject to disclosure pursuant to the California Public Records Act, California Government Code Section 7920.000 et seq. Contractor shall not respond to any California Public Records Act request directed at City; all responses shall be handled by City.
Additional Terms and Conditions:
1. Scope of Contract: This Contract specifies contractual terms and conditions by which City will procure Portable Toilets/Showers and Other Site Rentals and Services from Contractor as further detailed in the Scope of Work, identified and incorporated herein by this reference as “Attachment A”.
2. Term of Contract: This Contract shall commence upon execution of all necessary signatures and continue through June 30, 2026, with an option to renew for two (2) additional one (1) year terms., unless otherwise terminated by City.
3. Adjustments – Scope of Work: No adjustments made to the Scope of Work will be authorized without prior written approval of the Purchasing Agent or designee.
4. Bills and Liens: Contractor shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Contractor shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, Contractor shall promptly pr ocure its release and, in accordance with the requirements of paragraph “Z” above, indemnify, defend, and hold City harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto.
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
5. Civil Rights: Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, Section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975 as amended; Title II of the Americans with Disabilities Act of 1990, and other applicable State and federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability.
6. Americans with Disabilities Act (ADA): Section 504 of the Rehabilitation Act of 1973 as amended; Title VI and VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act, 42 USC 12101; California Code of Regulations, Title 2, Title 22: California Government Code, Sections 11135, et seq; and other federal and state laws and executive orders prohibit discrimination. All programs, activities, employment opportunities, and services must be made available to all persons, including persons with disabilities.
7. Authorization Warranty: The Contractor represents and warrants that the person executing this Contract on behalf of and for the Contractor is an authorized agent who has actual authority to bind the Contractor to each and every term, condition and obligation of this Contract and that all requirements of the Contractor have been fulfilled to provide such actual authority.
8. Breach of Contract: The failure of Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event City may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:
a. Terminate Contract immediately, pursuant to Article K herein; and
b. Afford Contractor written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach; and
c. Discontinue payment to the Contactor for and during the period in which Contractor is in breach; and
d. Offset against any monies billed by Contractor but unpaid by City those monies disallowed pursuant to the above.
9. Conflict of Interest – Contractor’s Personnel: Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of City. This obligation shall apply to Contractor; Contractor’s employees, agents, and subcontractors associated with accomplishing work and services hereunder. Contractor’s efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers from acting in the best interests of City.
10. Conflict of Interest – City Personnel: City Council policy prohibits its employees from engaging in activities involving a conflict of interest. Contractor shall not, during the period of this Contract, employ any City employee for any purpose.
11. Contractor’s Project Manager and Key Personnel: Contractor shall appoint a Project Manager to direct Contractor’s efforts in fulfilling Contractor’s obligations under this Contract. This Project Manager shall be subject to approval by City and shall not be changed without the written consent of City’s Project Manager, which consent shall not be unreasonably withheld.
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
Contractor’s Project Manager shall be assigned to this project for the duration of Contract and shall diligently pursue all work and services to meet the project timelines. City’s Project Manager shall have the right to require the removal and replacement of Contractor ’s Project Manager from providing services to City under this Contract. City’s Project Manager shall notify Contractor in writing of such action. Contractor shall accomplish the removal within five (5) business days after written notice by City ’s Project Manager. City ’s Project Manager shall review and approve the appointment of the replacement for Contractor’s Project Manager. City is not required to provide any additional information, reason or rationale in the event it requires the removal of Contractor’s Project Manager from providing further services under Contract.
12. Contractor’s Records: Contractor shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by Contractor in accordance with generally accepted accounting principles. These records shall be stored for a period of three (3) years after final payment is received from City.
13. Contractor Work Hours and Safety Standards: The Contractor shall ensure compliance with all safety and hourly requirements for employees in accordance with federal, state, and City ’s safety regulations and laws.
14. Conditions Affecting Work: Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Any failure by Contractor to do so will not relieve Contractor from responsibility for successfully performing the work without additional cost to City. City assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by City are expressly stated in Contract.
15. Data – Title To: All materials, documents, data or information obtained from City data files or any City medium furnished to Contractor in the performance of this Contract will at all times remain the property of City. Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Contract without the express written consent of City. All materials, documents, data or information, including copies, must be returned to City at the end of this Contract.
16. Debarment: Contractor shall certify that neither Contractor nor its principles are presently debarred, proposed for debarment, declared ineligible or voluntarily excluded from participation in the transaction by any Federal department or agency. Where Contractor, as the recipient of federal funds, is unable to certify to any of the statements in the certification, Contractor must include an explanation. Department pending debarment, declared ineligibility or voluntary exclusion from participation by any Federal department or agency may result in being deemed non-responsible.
17. Default – Re-Procurement Costs: In case of Contract breach by Contractor, resulting in termination by City, City may procure the commodities and services from other sources. If the cost for those commodities and services is higher than under the terms of the existing Contract, Contractor will be responsible for paying City the difference between Contract cost and the price paid, and City may deduct this cost from any unpaid balance due Contractor . The price paid by City shall be the prevailing market price at the time such purchase is made. This is in addition to any other remedies available under this Contract and under law.
18. Disputes – Contract: The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor’s Project Manager and the City‘s City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
Project Manager, as specified in Article 25 “Notices”, such matter shall be brought to the attention of the City Purchasing Agent by way of the following process:
a. The Contractor shall submit to the Purchasing Agent a written demand for a final decision regarding the disposition of any dispute between the P arties arising under, related to, or involving this Contract, unless City , on its own initiative, has already rendered such a final decision.
b. The Contractor’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to Contract, Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects Contract adjustment for which Contractor believes City is liable.
Pending the final resolution of any dispute arising under, related to, or involving this Contract, Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of commodities and/or provision of services. Contractor’s failure to diligently proceed shall be considered a material breach of this Contract.
Any final decision of City shall be expressly identified as such, shall be in writing, and shall be signed by City Purchasing Agent or his designee. If City fails to render a decision within 90 days after receipt of Contractor’s demand, it shall be deemed a final decision adverse to Contractor’s contentions. Nothing in this section shall be construed as affecting City’s right to terminate Contract for cause or termination for convenience as stated in Article K herein.
19. Drug-Free Workplace: Contractor hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Contractor will:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1).
b. Establish a drug -free awareness program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:
i. The dangers of drug abuse in the workplace; and
ii. The organization’s policy of maintaining a drug-free workplace; and iii. Any available counseling, rehabilitation and employee assistance programs; and iv. Penalties that may be imposed upon employees for drug abuse violations. c. Provide as required by Government Code Section 8355(a)(3) that every employee who works under this Contract:
i. Will receive a copy of the company’s drug-free policy statement; and ii. Will agree to abide by the terms of the company’s statement as a condition of employment under this Contract.
d. Failure to comply with these requirements may result in suspension of payments under Contract or termination of Contract or both, and Contractor may be ineligible for award of City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
any future City contracts if City determines that any of the following has occurred:
i. Contractor has made false certification, or
ii. Contractor violates the certification by failing to carry out the requirements as noted above.
20. Emergency/Declared Disaster Requirements: In the event of an emergency or if the City of Anaheim is declared a disaster area by city, county, state or federal government, Contract may be subjected to unusual usage. Contractor shall service City during such an emergency or declared disaster under the same terms and conditions that apply during non-emergency/disaster conditions.
The pricing quoted by Contractor shall apply to serving City ’s needs regardless of the circumstances. If Contractor is unable to supply the goods/services under the terms of Contract, then Contractor shall provide proof of such disruption and a copy of the invoice for the goods/services from Contractor’s supplier(s). Additional profit margin as a result of supplying goods/services during an emergency or a declared disaster shall not be permitted. In the event of an emergency or declared disaster, emergency purchase order numbers will be assigned. All applicable invoices from Contractor shall show both the emergency purchase order number and Contract number.
21. Errors and Omissions : All reports, files and other documents prepared and submitted by Contractor shall be complete and shall be carefully checked by the professional(s) identified by Contractor as Project Manager and key personnel attached hereto, prior to submission to the City.
Contractor agrees that City review is discretionary, and Contractor shall not assume that the City will discover errors and/or omissions. If the City discovers any errors or omissions prior to approving Contractor’s reports, files and other written documents, the reports, files or documents will be returned to Contractor for correction. Should the City or others discover errors or omissions in the reports, files or other written documents submitted by the Contractor after City approval thereof, City approval of Contractor’s reports, files or documents shall not be used as a defense by Contractor in any action between the City and Contractor, and the reports, files or documents will be returned to Contractor for correction.
22. Equal Employment Opportunity: Contractor shall comply with U.S. Executive Order 11246 entitled, “Equal Employment Opportunity” as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR, Part 60) and applicable state of California regulations as may now ex ist or be amended in the future. Contractor shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental condition.
Regarding handicapped persons, Contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. Contractor agrees to provide equal opportunity to handicapped persons in employment or in advancement in employment or otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicaps in all employment practices such as the following: employment, upgrading, promotions, transfers, recruitments, advertising, layoffs, terminations, rate of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor agrees to comply with the provisions of Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of Health and Human Services effective June 3, 1977, and found in the Federal Register, Volume 42, No. 68 dated May 4, 1977, as may now exist or be amended in the future.
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
Regarding Americans with disabilities, Contractor agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future.
23. Headings: The various headings and numbers herein, the grouping of provisions of this Contract into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof.
24. News/Information Release: Contractor agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from City through City’s Project Manager.
25. Notices: Any and all notices, requests, demands, and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing with a copy provided to the Assigned Buyer, except through the course of the Parties’ Project Managers’ routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in- person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four (4) calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate P arty at the address stated herein or such other address as the Parties hereto may designate by written notice from time to time in the manner aforesaid.
Contractor: Diamond Environmental Services
Attn: Tanno Gomolka
807 E. Mission Rd.
San Marcos, CA 92069
Telephone: (760) 801-8599
Email: [email protected]
Project Manager: City of Anaheim/ Public Works - Facility Services Division Attn: Gabriel Almanza
400 E. Vermont Ave.
Anaheim, CA 92805
Telephone: (714) 765-6880
Email: [email protected]
Assigned Buyer: City of Anaheim/Central Purchasing Office Attn: Maira Quezada, Buyer II
200 S. Anaheim Blvd. Suite 620
Anaheim, CA 92805
Telephone: (714) 765-5218
Email: [email protected]
26. Order Dates: Orders may be placed during the term of the Contract even if delivery may not be made until after the term of the Contract. The Contractor must clearly identify the order date on all invoices to City and the order date must precede the expiration date of the Contract.
27. Ownership of Documents:
City has permanent ownership of all directly connected and derivative materials produced under this Contract by the Contractor. All documents, reports and other City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
incidental or derivative work or materials furnished hereunder shall become and remain the sole property of the City and may be used by the City as it may require without additional cost to the City. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the City.
28. Permits and Licenses: Contractor shall be required to obtain any and all approvals, permits and/or licenses which may be required in connection with the permitted operation as set out herein. No permit approval or consent given hereunder by City in its governmental capacity shall affect or limit Contractor’s obligations hereunder, nor shall any approvals or consents given by City as a party to this Contract, be deemed approval as to compliance or conformance with applicable governmental codes, laws, ordinances, rules, or regulations.
29. Precedence: Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the exhibits and attachments.
30. Sub-Contracting: No performance of this Contract or any portion thereof may be subcontracted by the Contractor without the express written consent of the City. Any attempt by the Contractor to subcontract any performance of this Contract without the express written consent of the City shall be invalid and shall substitute a breach of Contract.
In the event that the Contractor is authorized by the City to subcontract, this Contract shall take precedence over the terms of the Contract between Contractor and subcontractor and shall incorporate be reference the terms of this Contract. The City shall look to the Contractor for performance and indemnification and not deal directly with any subcontractor. All work performed by a subcontractor must meet the approval of the City of Anaheim.
31. Usage: No guarantee is given by the City to Contractor regarding usage of this Contract. Contractor agrees to supply services and/or commodities requested, as needed by the City of Anaheim, at rates/ prices listed in Contract, regardless of quantity requested.
Signature Page follows
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
Signature Page
IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the date following their respective signatures.
DATE OF EXECUTION:
________________________
CITY OF ANAHEIM
a municipal corporation
By: _________________________________
KARI BOUFFARD, CITY PURCHASING AGENT
DATE OF EXECUTION:
_________________________
DIAMOND ENVIRONMENTAL LP*
By: _________________________________
Title: ________________________________
Printed Name: _________________________
DATE OF EXECUTION:
_________________________
DIAMOND ENVIRONMENTAL LP *
By: _________________________________
Title: ________________________________
Printed Name: _________________________
ATTEST:
By: _________________________
CITY CLERK OF ANAHEIM
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By: _________________________________
Title: ________________________________
Printed Name: _________________________
Date: ________________________________
*If the contracting party is a corporation, (2) two signatures are required: one (1) signature by the Chairman of the Board, the President or any Vice President; and one (1) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. The signature of one person alone is sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two categories described above. For City purposes, proof of such dual off ice holding will be satisfied by having the individual sign the instrument twice, each time indicating his or her office that qualifies under the above - described provision. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signee to bind the corporation.
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
ATTACHMENT A
SCOPE OF WORK
I. GENERAL INFORMATION
The City of Anaheim is comprised of 13 departments and over 3,200 employees throughout the City.
The City’s core businesses are public safety, public utilities, public works, housing and community development, community services, and economic development.
The Contractor shall provide Portable Toilets/Showers and Other Site Rentals and Services to various City facilities and locations on an as-needed basis and usage is not guaranteed. Facility locations may be added, modified, or deleted as needed. City departments may have different hours of operation, but not all non-urgent services shall be requested within regular business hours.
II. CONTRACTOR REQUIREMENTS
Contractor shall:
A. Provide rental and services for all portable toilet/showers and other site rentals, including service for City owned portable toilets, throughout the City of Anaheim parks, facilities, and designated locations for special events.
B. Perform all work in accordance with all applicable industry standards, health and safety codes and local, state, and federal laws.
C. Provide a dedicated account manager available during regular business hours to assist City with the placement of orders and the resolution of any issues during the entire term of this Contract.
D. Maintain a telephone answering system between 8:00 a.m. and 5:00 p.m., a valid email address to place orders, as well as a contact name and phone number for 24-hour access.
E. Own or have available a fleet of vehicles adequate to dispatch, carry and handle City deliveries that meet or exceed the Department of Transportation (DOT), and any government regulations.
Contractor’s vehicles must always have a visible Company Logo that will easily identify their vehicles as part of their fleet.
F. Have vehicles that are equipped with a radio dispatch system or mobile telephone access.
G. Not require a minimum quantity and/or cost per order.
H. Provide and maintain a written service log affixed to the inside of the portable/ showers and other site rentals that list the date of each service visit, unless other arrangements are made with the City’s authorized representative.
I. Provide a written quote for short or long term rentals based on the pricing in Attachment B. All orders must be placed via email. If an order is placed over the phone, the Contractor must follow-up with a written quote sent via email.
J. Deliver order by next business day if order is placed prior to 12:00pm (noon).
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
K. Shall accommodate City with a flexible schedule to meet the City’s needs.
III. PORTABLE TOILET/ SHOWER RENTAL DESCRIPTIONS
A. The dimensions of the portable rentals listed in Attachment B should be similar or the same as below:
1. Standard Portable Toilet (Approx.): Height 88”, Width 44”, Depth 48”
2. ADA Compliant Portable Toilet (Approx.): Height 90”, Width 67”; Depth 86.5” or Height 91”, Width 77”, Depth x 77
3. Restroom Trailers: Various 2, 4, 6, or 8 Private rooms
4. Single Person Shower Room (Approx.): Height 91”, Width 47”, Depth 47”
5. Shower Trailers: Various 2, 4, 6, or 8 (Private rooms for showers).
6. Portable Toilets/Shower and Restroom/Shower Trailers (colors and sizes may vary).
B. Portable toilets shall be enclosed with a door that can be locked from the inside, properly ventilated and include a urinal, dispensers for toilet paper and disposable paper seat covers and deodorizer.
C. Portable toilets/showers provided under this Contract will be furnished with installed padlock hasps at no additional fees whenever requested by the City.
D. Portable toilets with sinks should include liquid soap and paper towels with dispensers and should be replenished every time the portable toilet is serviced per the City’s identified schedule.
E. 2-Station Sink is free standing; and placed outside of portable toilet unit; these shall include liquid soap and paper towels with dispensers.
F. ADA Restroom shall be compliant with all Americans Disabilities Act (ADA) Regulations, including California Code, Title 24.
G. Restroom Trailers may have either 2, 4, 6 or 8 private rooms and each one shall have a door that can be locked from the inside, properly lit and ventilated and may or may not include a sink(s).
Men’s restroom trailer shall also include 2 to 6 urinals. Res troom trailers connected to sewer do not require service, unless requested by City and shall be billed at the rates on Section 3 of Attachment B.
H. Single-person shower rooms are non- heated showers with a door that can be locked from the inside, properly ventilated and lit with shelving keep toiletries or hooks to hang apparel.
I. Shower Trailers may have 2, 4, 6 or 8 private rooms for showers, with a door that can be locked from the inside (occupancy indicator) for each shower, properly ventilated and lighted, proper drainage, water, electrical and water heating connection ready. Shower trailers may or may not include toilets and sinks.
J. Showers must have propane tank hook- up capability or other source of heating water that Contractor possesses.
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
K. Additional site rentals may be added or deleted at the discretion of the C ity, throughout the term of the Contract to meet City requirements. The site rental fees or service fees shall be similar to other site rentals in Attachment B or per percentage discount quote.
IV. SHORT TERM PORTABLE TOILET RENTAL
A. Short rental term will not exceed seven (7) consecutive calendar days.
B. City may require temporary placements of portables toilets/showers and other site rentals periodically for special events.
C. Special events may be held in the designated location or park by City, which requires Contractor to provide portable toilets/showers and other site rentals; Contractor shall accommodate these requests.
D. Contractor shall extend contract pricing to C ity’s request for these services as categorized in Attachment B for Short Term Rentals.
E. All rental charges shall include delivery, set-up, and pick-up for each portable unit category.
V. LONG TERM PORTABLE TOILET RENTAL
A. Long term rental of portable toilets/showers and/or other site rentals under this Contract shall be billed on a monthly billing cycle and may be cancelled by the C ity with 24-hour notice to Contractor.
B. The charges for long term toilets/showers that are cancelled during the course of a billing cycle shall be billed per unit cost and the number of times the portable toilet/showers or other site rental was serviced.
C. Charges for additional services for long-term rental shall be according to the Service Cost as listed in Attachment B.
VI. SERVICES
A. Service visits shall include maintenance such as: waste disposal, remove litter, clean and disinfect interior surfaces, provide and replenish toilet paper, seat covers, liquid soap and paper towels when included and needed; remove graffiti from interior an d exterior of portable toilets/showers and other site rentals, perform repairs as needed to make the equipment usable and maintain user privacy. Service visits for restroom/shower trailers with sewer connection s, City shall be responsible for restoring toiletries supplies, unless other arrangements are made by City.
B. Service visits to restroom/shower trailers with no sewer connection, shall include services listed on at the rates in Attachment B. Restroom/Shower trailers with sewer connection shall not be serviced, unless requested and arrangements are made with City. Otherwise, C ity shall be responsible to replenish all supplies for use of rental units.
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
C. Upon request by the C ity for propane tanks for showers; service for showers shall include monitoring of propane tank levels, notifying City when levels are low and providing refill and/or replacement of propane tanks when needed.
D. Services for all portable toilets/showers and other site rentals that cannot be repaired to usable condition on site must be replaced within 48 hours from discovery of issue and reported to City.
E. Contractor is responsible for proper and lawful disposal of all waste removed from all portable toilets/showers and other site rentals.
F. City owned portable toilets and holding tank equipment must be serviced equally and/or exceed industry standards at the fees listed in Attachment B.
G. The fees for services shall include all fees to provide service maintenance/repairs, round trip transportation charges (mileage, fuel & fuel surcharges, etc.) delivery/set -up fees, removal and pick-up. The fees for portable toilets/SP showers shall also include loss limit insurance.
VII. P
LACEMENTS OF PORTABLE TOILETS/ SHOWERS
A. City and Contractor will coordinate the placements of portable toilets/showers and other site rentals to accommodate the intended users and to allow access for service by Contractor at all times.
B. At the City’s direction, Contractor shall secure portable toilets/showers and other site rentals sited on soil or mulch with stakes or other attachment methods to prevent the unit from being tipped.
C. No portable toilets/showers and/or other site rentals sited on turf shall be staked.
VIII. REMOVAL OF PORTABLE TOILETS/ SHOWERS
A. Contractor shall remove portable toilets/showers and/or other site rentals rented by the C ity for special events within forty-eight (48) hours after the event closes. No unit rental charges shall be accepted after notice unless other arrangements are made and approved by City.
B. Longer term portable toilets/showers and/or other site rentals shall be removed by the end of third business day following notice of written cancellation by City.
IX. PADLOCKS
A. Portable toilets/showers and/or other site rentals access gates leading to rental location will be padlocked at the City’s discretion. Contractor shall coordinate with City accordingly.
B. Contractor is not authorized to duplicate City keys and shall request replacement or additional keys from the City.
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
C. City will provide Contractor with a minimum of two (2) keys for each padlocked location, as necessary.
X. DELIVERY AND SET-UP CHARGES
A. All site rentals initial delivery/set-up/hook-up and removal fees shall be all inclusive in the unit rental price, unless a request by City to move the same site rental unit/trailer at a separate time and location is made after initial delivery and set up. Under such circumstance, delivery and set-up fees under Attachment B “Moving Fees” may be applicable. No overtime rate shall be paid, unless prior approval in writing by City is received.
XI. TEMPORARY FENCING
A. Contractor shall be able to provide temporary fencing rentals and services, including all necessary hardware and tools needed to deliver/setup and remove/pick-up as per Attachment B.
B. Initial delivery/set up cost and removal/pick- up cost shall be all inclusive in the unit price on Attachment B- Pricing “Section 4”, unless a request by C ity to move the temporary fence after initial delivery/set up at a different time and to another location is requested by City. Under such circumstance, charges under Attachment B- Section 4 “Temporary Fence-Delivery/Set up Fees” may be applicable. No overtime rate shall be paid, unless prior approval in writing by City.
C. Contractor shall provide a written estimate for all temporary fencing and shall obtain written approval from City prior to delivery of rental or start of project. If changes or additional fees are required, Contractor shall immediately contact the City for approval. City will not pay any amount in excess of project estimate without advance written approval from the City.
D. Contractor shall remove from the site and properly dispose of all trash after the completion of each project. City trash bins or dumpsters shall not be used for this purpose, unless authorized by City in writing.
E. Contractor shall provide rentals and repairs on temporary fencing at the rates set in Attachment B- Pricing, Section 4.
F. Prevailing Wages for the craft of Fence Builder (Carpenter) may be applicable on some projects.
Contractor shall have written approval by the City prior to starting any project that requires prevailing wages.
G. Contractor shall work individually with City and shall be able to accommodate each facility hours of operations as requested. City parks and facilities may have different hours of operation, but all non-urgent services shall be done within each Department regular business hours, even if these differ from listed hours.
XII. LOSS LIMIT INSURANCE
A. The fee per service listed in Attachment B shall include Loss Limit Insurance with a maximum $100 deductible. In the event that Contractor suffers the total loss of a portable toilet rented to City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
the City due to negligence or intentional acts of vandalism, the City’s liability for replacement of said portable toilet is limited to a maximum of $100 per individual occurrence. Contractor is responsible for repair of damage or vandalism that does not exceed the portable toilet/shower replacement value.
XIII. EMERGENCY ORDER REQUESTS
A. Contractor shall accept emergency service requests under the following circumstances:
1. Contractor fails to adequately service portable toilet/shower during regular scheduled service leaving the toilet/shower unusable. This service will be provided at no additional cost to the City.
2. For reasons beyond the control of Contractor or City, portable toilet/shower that requires service in addition to the regularly scheduled service.
B. Contractor shall bill for emergency service at the rate listed in Attachment B- Pricing. This fee is per call and service is required on the same day it was requested, unless arrangements are made with the City.
C. Contractor shall obtain written consent from the City prior to providing this type of service.
D. Contractor shall bill the emergency rate on top of the Additional Service Charge as listed on Attachment B.
E. All emergency deliveries shall be coordinated with the City.
F. The Intent of this Contract is for daily operations; however, in an Emergency Event or Declared Disaster by the City, Contractor shall service the City during such an emergency under the same terms and conditions that apply during regular standard non- emergency/disaster conditions. This Contract may be subject to unusual usage. Emergency Events or Declared Disasters may be rare occurrences.
XIV. O
THER SITE RENTALS
A. This Contract allows for other site rentals and services based on quotes as per the City’s needs and specifications. Usage is not guaranteed. Quotes shall be based on the Contractor’s price list, less % discount listed. Quotes shall be inclusive of all fees, if not listed under Attachment C. All quotes must be approved in writing by City. A copy of the quote may be required at time of invoice. Invoice shall show percentage (%) discount on the invoice description.
B. Quotes for other site rentals and services shall be reviewed and approved in writing by the City.
XV. CITY RESPONSIBILITIES
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
A. City shall appoint a representative for each service order, including a telephone number. An additional City representative and phone number shall be provided as a back-up contact.
B. City shall ensure Contractor access to all City service locations and site facilities.
C. The City will provide a minimum 24-hour advance notice when ordering toilet/shower rentals and other site rentals and services for delivery. Any rentals/services before 12:00pm (Noon) shall be delivered by the next business day, unless the City specifies a later date.
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
ATTACHMENT B
PRICING, PAYMENT AND COMPENSATION
1. Compensation: This is a fixed fee Contract between City and Contractor for Portable Toilets/Showers and Other Site Rentals and Services as set forth in Atta chment A, “ Scope of Work”.
Contractor agrees to accept the specified compensation as set forth in this Contract as full payment for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by Contractor of all its duties and obligations hereunder. Contractor shall only be compensated as set forth herein for equipment, supplies, and accessories provided in accordance with the Scope of Work. City shall have no obligation to pay any sum in excess of the fixed rates specified herein unless authorized by amendment in accordance with Articles “C” Amendment and “P” Changes, of the City’s Contract Terms and Conditions.
2. Pricing List: Fees quoted below shall be all inclusive of all labor, services, skills, supervision, delivery, mileage, fuel surcharge, travel time, materials, necessary tools, routine equipment and for any unreasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Contractor of all its duties and obligations hereunder.
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
3. Miscellaneous Clause: Contractor shall provide a quote for items not listed under Attachment A.
Miscellaneous items not listed in the Contract, may be purchased off this Contract. Contractor will provide the City with a quote and process order once the City has authorized the order in writing and has issued a Delivery Order (DO).
Prices shall include all costs, but not limited to overhead, all necessary labor, transportation, freight, delivery and/or shipping/handling fees, fuel/fuel surcharges, mileage, storage, self -imposed fees and any other costs necessary to provide the item/s requested.
In addition to the commodity requirements and all other terms and conditions provided herein, Contractor shall satisfy the following billing/invoicing procedures for miscellaneous items not named specifically on this attachment. Failure to follow these procedures fully may delay payment of miscellaneous items.
A. An authorized City staff member will contact the Contractor to obtain a written quote for any items needed that are not listed above or are of a different quantity than specified.
B. An authorized City staff member must obtain a quote for items on the Contract if purchased in different quantities than listed on the Contract.
C. Contractor to include all charges in the quote including but not limited to; initial set up fees and/or color matching fees, rush charges (if applicable) and shipping charges.
D. If the authorized City staff member finds the quote satisfactory, the authorized staff member will sign the quote and email or fax it back to the vendor authorizing the purchase.
The Contractor under no circumstance shall release or deliver any miscellaneo us items without a Delivery Order (DO) in their possession.
E. Contractor must include the DO number on the invoice and attach a copy of the matching quote.
F. The agency/department shall certify on the invoice that the pr ices are per the authorized quote.
4. Not to Exceed Amount: Annual Amount: $185,000 (All departments) Cumulative Amount for All Years: $555,000 (All departments) Maximum Contingency: 20% (annually)
5. Firm Discount and Pricing Structure: Contractor guarantees that prices quoted are equal to or less than prices quoted to any other local, State or Federal government entity for services of equal or lesser scope. Contractor agrees that no price increases shall be passed along to City during the term of this Contract not otherwise specified and provided for within this Contract.
6. Payment Terms – Payment in Arrears: Invoices are to be submitted in arrears to the user agency/department to the ship- to address, unless otherwise directed in this Contract. Contractor shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
in a format acceptable to City of Anaheim and verified and approved by the agency/department and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with Contractor.
Billing shall cover services and/or goods not previously invoiced. Contractor shall reimburse City of Anaheim for any monies paid to Contractor for goods or services not provided or when goods or services do not meet Contract requirements.
Payments made by City shall not preclude the right of City from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or services.
7. Taxpayer ID Number: Contractor shall include its taxpayer ID number on all invoices submitted to City for payment to ensure compliance with IRS requirements and to expedite payment processing.
8. Payment – Invoicing Instructions: Contractor will provide an invoice on Contractor’s letterhead for goods delivered and/or services rendered. In the case of goods, Contractor will leave an invoice with each delivery. Each invoice will have a number and will include the following information:
a. Contractor’s name and address
b. Contractor’s remittance address, if different from 1 above c. Contractor’s Taxpayer ID Number
d. Name of City Agency/Department
e. Delivery/service address
f. Contract # MA 106-498467
g. Agency/Department’s Account Number
h. Date of order
i. Product/service description, quantity, and prices
j. Sales tax, if applicable
k. Freight/delivery charges, if applicable
l. Total
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
ATTACHMENT C
REGIONAL COOPERATIVE AGREEMENT RCA-017-23010021
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467
City of Anaheim
City Master Agreement
Portable Toilets/Showers and Other Site Rentals and Services Diamond Environmental Services LP
MA# 106-498467