City of Moreno Valley
AGREEMENT FOR ON-SITE AND/OR PROFESSIONAL SERVICES - PORTABLE RESTROOOMS
AND TEMPORARY FENCING RENTAL SERVICES
This Contract Agreement, herein after referred to as “Agreement” or “Contract” or “Contract Agreement” is made by and between the City of Moreno Valley and the Moreno Valley Community Services District, California, a municipal corporation, with its principal place of business at 14177 Frederick Street, Moreno Valley, CA 92552, hereinafter referred to as the “City”, and Diamond Environmental Services, LP , a Limited Partnership , with its principal place of business at 807 E. Mission Rd., San Marcos, CA 92069, hereinafter referred to as the “Vendor” or “Contractor”, based upon City policies and the following legal citations:
RECITALS
A. Government Code Section 53060 authorizes the legislative body of any public or municipal corporation or district to contract persons specially trained and experienced and competent to perform the special services required as Independent Contractors (Vendors); B. The Vendor desires to perform and assume responsibility for the provision of professional services for the rental and servicing of portable restroom facilities and temporary fencing services required by the City on the terms and conditions set forth in this Agreement.
Vendor represents that it is experienced in providing professional services for renting and servicing portable restroom facilities and temporary fencing and is licensed in the State of California, if applicable;
C. City desires to engage Vendor to render such services for the renting and servicing of portable restroom facilities and temporary fencing as set forth in this Agreement; D. The public interest, convenience, necessity, and general welfare will be served by this Agreement; and
E. This Agreement is made and entered into effective the date the City signs this Agreement.
TERMS
1. VENDOR INFORMATION:
Vendor’s Name: Diamond Environmental Services, LP
Address: 807 E. Mission Rd.
City, State, Zip: San Marcos, CA 92069
Business Phone: 760-744-7191
Business License Number: 11295
Federal Tax I.D. Number: 33-0766453
2. VENDOR SERVICES, FEES, AND RELEVANT DATES:
A. The Vendor’s scope of service is described in Exhibit “A” attached hereto and incorporated herein by this reference.
B. The City’s responsibilities, other than payment, are described in Exhibit “B” attached hereto and incorporated herein by this reference.
C. Payment terms are provided in Exhibit “C” attached hereto and incorporated herein by this reference.
D. The Agreement Term is provided in Exhibit “D” and summarized herein. Term shall be from July 1, 2026, to June 30, 2031, unless terminated earlier as provided herein. The City acknowledges that it will not unreasonably withhold approval of the Vendor’s requests for extensions of time in which to complete the work required. The Vendor shall not be responsible for performance delays caused by others or delays beyond the Vendor’s reasonable control (excluding delays caused by non -performance or unjustified delay by Vendor, his/her/its employees, or subcontractors), and such delays shall extend the time for performance of the work by the Vendor.
3. STANDARD TERMS AND CONDITIONS:
A. Control of Work. The Vendor is solely responsible for the content and sequence of the work and will not be subject to control and direction as to the details and means for accomplishing the anticipated results of services. The City will not provide any training to the Vendor or his/her/its employees.
B. Intent of Parties. The Vendor is, and at all times shall be, an independent Contractor (Vendor) and nothing contained herein shall be construed as making the Vendor or any individual whose compensation for services is paid by the Vendor, an agent or employee of the City, or authorizing the Vendor to create or assume any obligation or liability for or on behalf of the City, or entitling the Vendor to any right, benefit, or privilege applicable to any officer or employee of the City.
C. Subcontracting. The Vendor may retain or subcontract for the services of other necessary Contractors or Vendors with the prior written approval of the City. Payment for such services shall be the responsibility of the Vendor. Any and all subcontractors and/or sub-vendors shall be subject to the terms and conditions of this Agreement, with the exception that the City shall have no obligation to pay for any subcontractor and/or sub -vendor services rendered. The Vendor shall be responsible for paying prevailing wages where required by law [See California Labor Code Sections 1770 through 1777.7].
D. Conformance to Applicable Requirements . All work (products and/or services) delivered and/or performed by Vendor shall be subject to the approval of City.
E. Substitution of Key Personnel. The Vendor has represented to the City that certain key personnel will perform and coordinate the services under this Agreement. Should one or more such personnel become unavailable, the Vendor may substitute other personnel of at least equal competence upon written approval of the City. In the event that the City and the Vendor cannot agree as to the substitution of key personnel, the City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the services to be provided or threaten the safety of persons or property, shall be promptly removed from the City and replaced by the Vendor at the request of the City. The key personnel for performance of this Agreement are as follows: Warren van Dam, COO Mike Samano, VP Operations, yard managers and supervisors.
F. City’s Representative. The City hereby designates the City Manager/Executive Director of the Moreno Valley Community Services District, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”).
Vendor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
G. Vendor’s Representative . Vendor hereby designates Tanno Gomolka, Director of Contracts, or his or her designee, to act as its representative for the performance of this Agreement (“Vendor’s Representative”). Vendor’s Representative shall have full authority to represent and act on behalf of the Vendor for all purposes under this Agreement. The Vendor’s Representative shall supervise and direct the services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the services under this Agreement.
H. Legal Considerations. The Vendor shall comply with applicable federal, state, and local laws in the performance of this Agreement. Vendor shall be liable for all violations of such laws and regulations in connection with services. If the Vendor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Vendor shall be solely responsible for all costs arising therefrom.
Vendor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
I. Standard of Care; Performance of Employees. Vendor shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Vendor represents and maintains that it is skilled in the profession necessary to perform the services. Vendor warrants that all employees and
subcontractor(s)/sub-vendor(s) shall have sufficient skill and experience to perform the services assigned to them. Finally, Vendor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Any employee of the Vendor or its subcontractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the services in a manner acceptable to the City, shall be promptly removed from the project by the Vendor and shall not be re-employed to perform any of the services or to work on the project.
J. Vendor Indemnification. Vendor shall indemnify, defend and hold the City, the Moreno Valley Housing Authority (HA), and the Moreno Valley Community Services District (CSD), their officers, agents and employees harmless from any and all claims, damages, losses, causes of action and demands, including, without limitation, the payment of all consequential damages, expert witness fees, reasonable attorney’s fees and other related costs and expenses, incurred in connection with or in any manner arising out of Vendor’s performance of the work contemplated by this Agreement and this Agreement. Acceptance of this Agreement signifies that the Vendor is not covered under the City’s general liability insurance, employee benefits, or worker’s compensation. It further establishes that the Vendor shall be fully responsible for such coverage. Vendor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees.
K. Additional Indemnity Obligations. Vendor shall defend, with counsel of City’s choosing and at Vendor’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section “J” that may be brought or instituted against the City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees. Vendor shall pay and satisfy any judgment, award or decree that may be rendered against the City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees as part of any such claim, suit, action or other proceeding. Vendor shall also reimburse the City for the cost of any settlement paid by the City, the Moreno Valley Housing Authority, the CSD, their officers, agents and employees as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Vendor shall reimburse the City, the Moreno Valley Housing Authority, and the CSD, and their officers, agents and employees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.
L. CalPERS Retiree Disclosure . Vendor hereby expressly agrees to clearly and conspicuously disclose to the City in writing any and all persons working for Vendor who are retirees under the California Public Employees’ Retirement System (CalPERS) whom receives a monthly CalPERS retirement allowance, and whom are, subject to City approval, assigned by Vendor to provide services to the City under the Agreement, prior to such person performing any services hereunder. Nothing herein shall be deemed or interpreted to limit a CalPERS retiree’s obligations under applicable law, rules or regulations.
M. CalPERS Indemnity. To the fullest extent permitted by law, in addition to obligations set forth in this section, in the event that any person providing services under this Agreement is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, to the fullest extent of the law, Vendor shall indemnify, defend, and hold harmless the City for any costs and expenses incurred by the City, including without limitation, payment that the City is required as a result to make to CalPERS, whether in the form of employee and/or employer contributions, taxes, or any similar obligations, as well as for the payment of any penalties and interest.
N. CalPERS Participation. As set forth in this Agreement and in the Request for Qualifications, the City has an obligation to treat all persons working for or under the direction of Vendor as an independent contracted Vendor of the City and agents and employees of Vendor, and not as agents or employees of the City. The Vendor and the City acknowledge and agree that the City participates in a defined benefit plan (“CalPERS”), and that it is possible that CalPERS may find that persons providing services pursuant to this Agreement are employees of the City and should be registered with CalPERS as employees of the City.
O. Civil Code Section 1542 Waiver. Vendor expressly waives any and all rights and benefits conferred upon it by the provisions of Section 1542 of the California Civil Code which reads as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
This waiver shall be effective as a bar to any and all actions, fees, damages, losses, claims, liabilities and demands of whatsoever character, nature and kind that are known or unknown, or suspected or unsuspected, including, without limitation, claims of entitlements under CalPERS that are only afforded to employees and not independent contractors. Vendor further represents and warrants that it understands this waiver and that if it does not understand this waiver, it shall seek the advice of a qualified attorney before executing this Agreement.
P. Joint Cooperation . In the event that CalPERS initiates an inquiry that includes examination of whether individuals providing services under this Agreement to the City are the City’s employees, Vendor shall reply within five days and share all communications and documents from CalPERS that it may legally share. In the event that either Vendor or City files an appeal or court challenge, Vendor and City each agree to cooperate with each other in responding to the inquiry and any subsequent administrative appeal or court challenge of an adverse determination.
Q. Insurance Requirements. Throughout the life of this Agreement, Vendors shall pay for and maintain in full force and effect all insurance as required.
If at any time during the life of this Agreement or any extension, Vendor or any of its subcontractors/sub-vendors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to Vendor shall be withheld until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to the City.
Any failure to maintain the required insurance shall be sufficient cause for the City to terminate this Agreement. No action taken by the City pursuant to this section shall in any way relieve the Vendor of its responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification received by the City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
The fact that insurance is obtained by the Vendor shall not be deemed to release or diminish the liability of the Vendor, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify the City shall apply to all claims and liabilities regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Vendor. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Vendor, its principals, officers, agents, employees, persons under the supervision of the Vendor, suppliers, invitees, consultants, sub- consultants, subcontractors, sub -vendors or anyone employed directly or indirectly by any of them.
Upon request of the City, the Vendor shall immediately furnish the City with a complete copy of any insurance policy and associated documentation required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement.
Where determined applicable by the City, the Vendor will comply with the following insurance requirements at its sole expense. Insurance companies shall be rated (A
Minus: VII-Admitted or better) in Best's Insurance Rating Guide and shall be legally licensed and qualified to conduct business in the State of California.
Minimum Scope of Insurance: Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01 covering on an “occurrence” basis, which shall include insurance for "bodily injury," "property damage" and "personal and advertising injury" with coverage for premises and operations, products and completed operations, and contractual liability.
2. The most current version of Insurance Service Office (ISO) Business Auto Coverage Form CA 00 01, which shall include coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers' Compensation insurance as required by the State of California, California Labor Code and Employer's Liability Insurance, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability (Errors and Omissions) insurance appropriate to Vendor’s profession.
Minimum Limits of Insurance:
a. General Liability Insurance. Without limiting the generality of the forgoing, to protect against loss from liability imposed by law for damages on account of bodily injury, including death, and/or property damage suffered or alleged to be suffered by any person or persons whomever, resulting directly or indirectly from any act or activities of the Vendor, sub -contractor, or any person acting for the Vendor or under its control or direction. Such insurance shall be maintained in full force and effect throughout the terms of this Agreement and any extension thereof in the minimum amounts provided below:
• $1,000,000 per occurrence for bodily injury and property damage • $1,000,000 per occurrence for personal and advertising injury • $2,000,000 aggregate for products and completed operations • $2,000,000 general aggregate
b. Automobile Liability
• $1,000,000 per accident for bodily injury and property damage c. Employer's Liability (Worker's Compensation)
• $1,000,000 each accident for bodily injury
• $1,000,000 disease each employee
• $1,000,000 disease policy limit
d. Workers' Compensation insurance policy: In such amounts as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Vendor and the City, HA, and CSD against any loss, claim or damage arising from any injuries or occupational diseases happening to any worker employed by the Vendor in the course of carrying out this Agreement.
Workers' Compensation insurance policy is to contain, or be endorsed to contain, the following provision: Vendor and its insurer shall waive any right of subrogation against the City of Moreno Valley, the CSD, the Housing Authority and each of their officers, officials, employees, agents and volunteers.
e. Professional Liability (Errors and Omissions): Limits of no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
f. Endorsements. Unless otherwise specified hereunder, each insurance policy required herein shall be with insurers possessing a Best’s rating of no less than A,VII and shall be endorsed with the following specific language:
• The insurer waives all rights of subrogation against the City, its appointed officials, officers, employees or agents.
Other Insurance Provisions: The General Liability, Automobile Liability and Workers’ Compensation insurance policies are to contain, or be endorsed to contain, the following provisions:
a. City of Moreno Valley, the City of Moreno Valley Community Services District, the Moreno Valley Housing Authority and each of their officers, officials, employees, agents and volunteers are to be covered as additional insureds. b. The coverage shall contain no special limitations on the scope of protection afforded to the City, the CSD, the Housing Authority and each of their officers, officials, employees, agents and volunteers.
All policies of insurance required hereunder shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after 30 calendar days written notice by certified mail, return receipt requested, has been given to the City. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, the Vendor shall furnish the City with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for the City, the Vendor shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than 15 calendar days prior to the expiration date of the expiring policy.
Acceptability of Insurers: All policies of insurance required hereunder shall be placed with an insurance company(ies) admitted by the California Insurance Commissioner to do business in the State of California and rated not less than "A-VII" in Best's Insurance Rating Guide; or authorized by the City Manager or his/her designee.
Verification of Coverage: The Vendor shall furnish the City with all certificates(s) and applicable endorsements affecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the City Manager or his/her designee prior to the City’s execution of this Agreement and before work commences. The following applicable endorsements will be required:
1. Additional Insured endorsement for ongoing operations, completed operations and primary & non-contributory endorsement for general liability coverage.
2. Additional Insured Endorsement for auto liability coverage.
3. Waiver of Subrogation for workers compensation coverage.
R. Intellectual Property . Any system or documents developed, produced or provided under this Agreement, including any intellectual property discovered or developed by the Vendor in the course of performing or otherwise as a result of its work, shall become the sole property of the City unless explicitly stated otherwise in this Agreement. The Vendor may retain copies of any and all material, including drawings, documents, and specifications, produced by the Vendor in performance of this Agreement. The City and the Vendor agree that to the extent permitted by law, until final approval by the City, all data shall be treated as confidential and will not be released to third parties without the prior written consent of both parties.
S. Entire Agreement . This Agreement constitutes the entire agreement between the parties. There are no understandings, Agreements, or representations of warranties, expressed or implied, not specified in this Agreement. This Agreement applies only to the current proposal as attached. This Agreement may be modified or amended only by a subsequent written Agreement signed by both parties. Assignment of this Agreement is prohibited without prior written consent.
T. Termination. The following clauses apply:
1. The City may terminate the whole or any part of this Agreement at any time without cause by giving at least ten (10) days’ written notice to the Vendor. The written notice shall specify the date of termination. Upon receipt of such notice, the Vendor may continue work through the date of termination, provided that no work or service(s) shall be commenced or continued after receipt of the notice which is not intended to protect the interest of the City.
The City shall pay the Vendor within thirty (30) days after receiving any invoice after the date of termination for all non-objected to services performed by the Vendor in accordance herewith through the date of termination.
2. Either party may terminate this Agreement for cause. In the event the City terminates this Agreement for cause, the Vendor shall perform no further work or service(s) under the Agreement unless the notice of termination authorizes such further work.
3. If this Agreement is terminated as provided herein, the City may require the Vendor to provide all finished or unfinished documents and data and other information of any kind prepared by the Vendor in connection with the performance of services under this Agreement. The Vendor shall be required to provide such documents and other information within fifteen (15) days of the request.
4. In the event this Agreement is terminated in whole or in part as provided herein, the City may procure, upon such terms and in such manner as it may determine appropriate, similar services to those terminated.
U. Payment. Payments to the Vendor pursuant to this Agreement will be reported to Federal and State taxing authorities as required. The City will not withhold any sums from compensation payable to the Vendor. The Vendor is independently responsible for the payment of all applicable taxes. Where the payment terms provide for compensation on a time and materials basis, the Vendor shall maintain adequate records to permit inspection and audit of the Vendor’s time and materials charges under the Agreement. Such records shall be retained by the Vendor for three (3) years following completion of the services under the Agreement.
V. Restrictions on City Employees . The Vendor shall not employ any City employee or official in the work performed pursuant to this Agreement. No officer or employee of the City shall have any financial interest in this Agreement in violation of federal, state, or local law.
W. Choice of Law and Venue . The laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement, and shall govern the interpretation of this Agreement. Any legal proceeding arising from this Agreement shall be brought in the appropriate court located in Riverside County, State of California.
X. Delivery of Notices . All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Vendor:
Diamond Environmental Services LP
807 E Mision Rd.
San Marcos, CA 92609
Attn: Tanno Gomolka, Director of Contracts
City:
City of Moreno Valley
14177 Frederick Street
P.O. Box 88005
Moreno Valley, CA 92552
Attn: Dan Monto, Parks and Community Services Department, Parks and Landscape Services Division
Such notice shall be deemed made when personally delivered or when mailed, forty - eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
Y. Time of Essence. Time is of the essence for each and every provision of this Agreement.
Z. City’s Right to Employ Other Vendors. The City reserves right to employ other Vendors in connection with this project.
AA. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both parties.
BB. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, such attempted assignment, hypothecation, or transfer.
CC. Supplementary General Conditions (for projects that are funded by Federal programs).
If federal funds are used in whole or in part for this Agreement, the provisions of 2 C.F.R. Part 200, Appendix II, and any applicable federal regulations shall apply. These provisions supersede any conflicting provisions in this Agreement. The following requirements apply and must be included in all subcontracts entered into by the Vendor for work performed under this Agreement:
1. Equal Employment Opportunity. Vendor shall comply with Executive Order 11246, as amended by Executive Order 11375, and as supplemented in the Department of Labor regulations 41 CFR Chapter 60. This requirement applies to all construction contracts over $10,000 awarded by the City and all subcontracts over $10,000 entered into by the Vendor.
2. Copeland Anti- Kickback Act. The Vendor shall comply with 18 U.S.C. 874, as supplemented in the Department of Labor regulations 29 CFR Part 3. This requirement applies to all federally funded contracts and subcontracts for construction or repair under this Agreement.
3. Davis-Bacon Act. The Vendor shall comply with 40 U.S.C. 3141 -3148, as supplemented by the Department of Labor regulations 29 CFR Part 5. This requirement applies to all federally funded construction contracts over $2,000 pursuant to this Agreement.
4. Contract Work Hours and Safety Standards Act. The Vendor shall comply with 40 U.S.C. 3701-3708, as supplemented by the Department of Labor regulations at 29 CFR Part 5. This requirement applies to all federally funded contracts over $100,000 for construction and non-construction services under this Agreement.
5. Patent Rights. The City retains all patent rights for any discovery or invention developed in the course of or under this Agreement. The City and the Vendor shall comply with 37 CFR Part 401, including applicable requirements for reporting, disclosure, and federal use rights.
6. Copyrights and Data Rights. The City retains all copyrights and rights in data developed under this Agreement. FEMA and CalOES retain a royalty -free, nonexclusive, irrevocable license to reproduce, publish, or otherwise use or authorize others to use for federal purposes, any copyright work developed under this Agreement or any subcontract issued for work under this Agreement.
7. Access to Records. The Vendor shall provide access to the City, the Federal grantor agency, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of the Vendor which are directly pertinent to that specific contract for the purpose of audit, examination, excerpts, and transcriptions.
8. Record Retention. Vendor shall retain all required records for three years after the City makes final payments under this Agreement and all pending matters related to the Agreement are resolved.
9. Environmental Compliance. The Vendor shall comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 7401-7671q), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CFR part 15. This requirement applies to all contracts exceeding $150,000, including subcontracts issued pursuant to such contracts.
10. Energy Conservation. The Vendor shall comply with mandatory standards and policies contained in the State Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94163, 89 Stat. 871).
DD. Authority To Execute. The representative executing this Agreement on behalf of each party hereby represents and warrants that he or she has full power and authority to execute this Agreement on behalf of such party and that all approvals and other actions necessary in connection with the effective execution by him or her have been obtained and are in full force and effect as of his or her execution hereof.
SIGNATURE PAGE TO FOLLOW
IN WITNESS HEREOF, the parties have each caused their authorized representative to execute this Agreement.
City of Moreno Valley and Moreno Valley Diamond Environmental Services LP Community Services District
BY: BY:
City Manager/Executive Director of the
Moreno Valley Community Services District
Date
TITLE:
(President or Vice President)
BY:
TITLE:
(Corporate Secretary)
EXHIBIT A – SCOPE OF WORK
PORTABLE RESTROOOMS AND TEMPORARY FENCING RENTAL SERVICES
1. GENERAL PROVISIONS
A. The purpose of this Agreement is to obtain contractual services for portable restroom and temporary fencing rentals and related serves with a company (Vendor) qualified to provide such services and execute a contract with said Vendor for the rental and servicing of portable restroom facilities (which includes, but is not limited to, rental and servicing/maintaining portable toilets, handwash stations, and providing restroom facility supplies) and temporary fencing installation and removal/repair as needed for short or long -term requirements, special events, continual monthly service, and/or emergencies.
The Agreement will consist of the Vendor furnishing and servicing vendor -owned portable restroom facilities (portable toilet units and handwash stations) and temporary fencing. Vendor shall provide for delivery, installation, servicing (including but not limited to routine servicing/maintenance, repairs and/or replacement) and removals of all Vendor owned portable restroom facilities and temporary fencing requested by the City for short or long-term use. Use shall include, but not be limited to, continual monthly service, special events, and emergencies, as needed. Service shall be based on the location, event and purpose. The Vendor shall be able to supply portable restroom facilities consisting of portable toilets that include Regular, ADA Compliant, ADA Accessible, and Wash Stations and temporary fencing. The outcome of these services will be used to furnish rental of portable restroom facilities and/or temporary fencing to departments for monthly service, special events and emergency services as needed.
B. The Agreement between the City and the Vendor is for rental and servicing of portable restroom facilities and temporary fencing rentals for the Parks and Community Services (PCS) Divisions; Public Works Maintenance & Operations (M&O) Division; Moreno Valley Utility (MVU); and Moreno Valley Police Department -Sheriff’s Département (MVPD) as follows:
1. Monthly Service Locations:
a. PCS - Cottonwood Golf Center, 13671 Frederick Street, b. PCS - Moreno Valley Equestrian Center, 11150 Redlands Boulevard. c. PCS - Morrison Park, 26667Dracaea Avenue
d. M&O – Stationed at 15670 Perris Blvd – Two (2) portable restrooms on wheels for special projects
e. MVPD – 22850 Calle San Juan De Los Lagos -One (1) portable restroom for Police Operations
2. Special Events:
a. 4th of July Parade
b. 4th of July Festival
c. El Grito
d. Day of the Dead
e. Snow Day
f. Fun Color Run
g. Flashlight Easter Egg Hunt
h. Multicultural Day
i Public Safety Expo
j. Juneteenth
k. Community Day of Service (on an as need basis)
l. Maintenance & Operatins – Annual Rodeo
m. Moreno Valley Utility – Utility Expo.
3. PCS Construction Projects:
a. Moreno Valley Community Park
b. Various Parks (on an as need basis)
4. Emergency – Additional Event(s):
a. Additional Units on an as need basis for emergencies and/or unplanned events.
2. FUNCTIONS & RESPONSIBILITIES
The Vendor shall be responsible for providing all materials and labor to satisfy the City's need for portable restroom (toilet and/or handwash station) services and/or temporary fencing (which includes, but is not limited to, the delivery, set- up, servicing, repairing, replacing and/or removal of such Vendor furnished and owned portable restroom facility units (Regular, ADA Compliant, and ADA Accessible portable toilets and Wash Stations) and temporary fencing /temporary fencing panels all of which may be required for either short or long- term use for special events, continual monthly service, temporary short term service and/or emergencies as needed. Service shall be based on the location, event and purpose. The Vendor shall be able to supply portable restroom facilities to include portable toilets that are Regular, ADA Compliant, and ADA Accessible, along with Wash Stations and related supplies as needed and temporary fencing panels as needed.
The Vendor shall be responsible for the following:
A. Delivery, set -up, routine servicing and supplying and removals and/or replacements of portable toilets and handwash stations at requested sites and/or as needed and delivery, set-up and removals of temporary fencing as needed. Emergency requests and/or removals as needed may be requested at any time by the City.
B. Ensure all material and methods comply with the standards set forth by the Riverside County Health Department and other agencies where applicable.
C. Copy of the material safety data sheet upon the City's request for all materials used.
D. Vendor will provide clean and undamaged units consisting of portable restroom facility units (Regular, ADA Compliant, ADA Accessible, and Wash Stations) and/or temporary fencing panels as needed.
E. Vendor will provide charging units with fresh chemical, stocking tissue paper dispensers, protective toilet liners and hand sanitizers.
F. Vendor will provide timely response times for both normal deliveries and emergency deliveries.
G. Vendor will provide timely weekly servicing of monthly portable restroom rentals and project site portable restroom rentals and servicing of portable restroom facility rentals and as needed for special events.
H. Vendor will provide timely repairs and/or replacements of damaged and/or non-functioning portable restroom units and/or equipment and timely repairs and/or replacements of damaged temporary fencing panels as needed.
I. Vendor will contact the City liaison no less than 48 hours prior to delivery and again upon delivery of portable restroom facility units and/or fencing panels for coordination concerning delivery of units and/or panels.
J. Vendor will use safety precautions at all times when delivering, setting up, servicing, and removing portable toilets and/or temporary fencing to prevent any harm to citizens, or property.
K. Portable restroom facilities should be set up on ground that is level and stable, away from potential dangers. Temporary fencing should be set up and secured in a stable and level manner to prevent falling, tipping, or other potential hazards.
L. Portable restroom facilities should be set up in the most convenient areas (per the City's direction) and easy to access.
P. The Vendor will be subject to the City's standard Insurance requirements.
Q. The Vendor understands that the City reserves the right to add additional portable restroom units and/or temporary fencing as needed. This includes
revision for dates of use, which are approximate. The City reserves the right to request additions, subtractions or other modifications to facilities and/or rental service periods as needed.
R. Vendor acknowledges that any request for an increase in Vendor's compensation shall be based on an annual inflation adjustment, calculated for the previous calendar year, based on the Riverside -San Bernardino - Ontario Regional Consumer Price Index for All Urban Consumers, as published by the Department of Labor's Bureau of Labor Statistics, and that any such request shall be made to the City in writing no later than May 1 of each year for a total of five (5) years. Upon approval, the adjustment would be effective July 1 of the following fiscal year.
S. Vendor shall at all times employ some responsible person(s) to receive phone calls and take the necessary action regarding all inquiries, complaints, and/or emergency calls received from the Director or other authorized individuals or agencies as listed below. This person(s) shall be reachable twenty-four (24) hours per day, seven (7) days a week. The Vendor shall notify the Director at [email protected] , within three (3) calendar days of any change of the name or contact information of the responsible person(s).
T. During normal working hours, the Vendor's Supervisor or designated employee responsible for providing services shall be available for immediate notification through some type of reliable electronic means, including, but not limited to, mobile or cellular phone.
U. The Vendor or the Vendor's designated employee shall confirm said notification within one (1) hour of receipt. An answering service will be considered an acceptable substitute for coverage only during periods outside of normal working hours, provided Vendor is advised of emergency calls within one (1) hour of receipt of the call by the answering service and within twenty-four (24) hours after receipt of non-emergency calls by the answering service. The above provision for the Vendor's communication with the City is the minimum acceptable standard under this Agreement.
V. The Vendor shall respond to emergency calls from any of the parties listed herein this section no later than two (2) hours following the first notification by telephone, written email, written mailed correspondence or facsimile transmission. In situations involving emergency work after normal working hours, the Vendor shall dispatch qualified personnel and equipment to reach the site within two (2) hours of first notification. An emergency may be called by the following individuals or agencies at any time:
City Manager/Assistant City Manager Police or Fire Department Parks & Community Services Director Parks & Landscape Services Division Manager Parks Maintenance Supervisor Parks & Community Services Division Manager Parks Project Manager Public Works Director
Electric Utility Division Manager Maintenance & Operations Division Manager
W. The Vendor's emergency response with any necessary additional units shall be considered as Additional Unit as defined in Exhibit C, unless said emergency is determined to have been caused by an act or omission attributable to the Vendor or rental units/panels required are to replacement existing that are damaged or otherwise non -functioning and/or unsafe and/or unsecure units/panels.
X. The Vendor shall provide sufficiently trained personnel to perform servicesin accordance with the Specifications set forth herein. Any communication given to the Supervisor or Employee in charge shall be deemed to have been delivered to the Vendor.
Y. The Vendor and their personnel shall at all times conduct themselves in a proper, professional, and efficient manner and shall cause the least possible inconvenience to the public. Any employee(s) of the Vendor, including subcontractors/sub -vendors, deemed careless, incompetent, or professionally objectionable by the Director may require the Vendor to subsite such personnel in the best interests of the City.
Z. The Vendor agrees to perform all work as outlined in the provisions listed herein in such a manner as to meet all accepted standards for safe practices and to safely maintainequipment, machines, andmaterials, and prescribe and employ all precautions and safety procedures related to other hazards consequential to the work; and accepts additionally the sole responsibility for complying with all local, State, Federal and other legal requirements including but notlimited to, full compliance withthe termsof any and all applicable OSHA and Cal/OSHA Safety Orders at all times so as to protect all persons, including the Vendor's employees and subcontractors/sub-vendors, agents of the City, CSD, HA, materialmen, vendors, members of the public and others from foreseeable injury, or damage to their property.
AA.The Vendor shall, without additional expense to the City, possess all federal, state and local licenses and permits, including but not limited to a valid City of Moreno Valley business license, as required for the services to be provided under this Agreement.
EXHIBIT B
CITY RESPONSIBILITIES
PORTABLE RESTROOOMS AND TEMPORARY FENCING RENTAL SERVICES
1. AGREEMENT SUPERVISION
The Agreement shall be administered on behalf of the Parks & Community Services Director of the City of Moreno Valley, or his/her delegated representative(s), hereinafter designated as "Director."
The Director will decide all questions, which may arise as to the manner of performance and acceptable fulfillment of the Agreement by the Vendor, including interpretation of Specifications, and compensation.
2. COMMUNICATION AND ACCESS
A. The City will provide a City staff liaison to provide for timely communication and and coordinate with the Vendor as requested and reasonably needed.
B. The City will provide Vendor with in house information pertinent to the services to be performed by the Vendor and which is within the custody or control of the City.
C. The City will provide timely review and response to the Vendor as needed concerning matters related to the products and services outlined in this Agreement.
3. COMPENSATION
Written notice of the extension of the yearly agreement and compensation amount for each fiscal year shall be provided to the Vendor at least thirty (30) days prior to the end of the current fiscal year.
EXHIBIT C
TERMS OF PAYMENT
PORTABLE RESTROOOMS AND TEMPORARY FENCING RENTAL SERVICES
1. CONTRACTOR'S COMPENSATION
A. The Vendor's compensation shall not exceed $280,000.00 over the 5 -year term of the Agreement.
B. Compensation shall be based on the Bid/Compensation Schedule.
C. Written notice of the compensation amount for the next fiscal year shall be provided to the Vendor at least thirty (30) days prior to the end of each fiscal year.
D. Any request for increase in the Vendor's compensation shall be based on an annual inflation adjustment, calculated for the previous calendar year, based on the Riverside-San Bernardino-Ontario Regional Consumer Price Index for All Urban Consumers, as published by the Department of Labor's Bureau of Labor Statistics. Any such request shall be made to the City in writing no later than May 1 of each year. Upon approval, the adjustment would be effective July 1 of the following fiscal year.
E. The Vendor will obtain, and keep current during the term of this Agreement, the required City of Moreno Valley business license. Proof of the current City of Moreno Valley business license will be required prior to any payments by the City. Any invoice not paid because proof of the current City of Moreno Valley business license has not been provided will not incur any fees, late charges, or other penalties. Complete instructions for obtaining a City of Moreno Valley business license are located at: https://moval.gov/cdd/services/svc-biz- license.html.
F. The Vendor will electronically submit invoices to the City monthly for reoccurring monthly services per site or as needed per event, project or emergency. Invoices should include the name of the site and/or event, project site, or emergency site where services were rendered along with the associated Department and/or Division responsible for the related reoccurring service, event, project or emergency. Invoicing shall be for services rendered and completed. At no time will the City pay for any invoiced services that have not occurred and/or have not been completed. To be considered for payment, services must be completed to the satisfaction of the Director or their appointed staff, and the City’s determination shall be final.
G. The Vendor will submit via email, all original invoices to 1) Accounts Payable staff at [email protected], Phone: 951.413.3073 with a copy to 2) the Department/Division requesting service as follows: .
1. Parks and Landscape Services Division, Parks and Community Services Department [email protected],
Phone: 951.413.3702.
2. Maintenance and Operations Division
[email protected],
Phone: 951.413.3160
3. Sheriff’s Department
[email protected],
Phone: 951.413.3073
4. Moreno Valley
[email protected],
Phone: 951.413.3500
H. The Vendor agrees that City payments will be received via Automated Clearing House (ACH) Direct Deposit and that the required ACH Authorization form will be completed prior to any payments by the City. Any invoice not paid because the completed ACH Authorization Form has not been provided will not incur any fees, late charges, or other penalties. The ACH Authorization Form is located at: http://www.moval.org/city_hall/forms.shtml# (Business tab)
I. The minimum information required on all invoices is:
1. The Vendor’s Name, Mailing Address, and Phone Number
2. Invoice Date
3. Purchase Order Number
4. The Vendor’s Invoice Number
5. The City-provided Reference (e.g. Location, Event, Project)
6. Date(s) service was provided.
7. Detailed listing by line item of type of units/components provided and/or services performed, quantities, rates (per unit and line -item total), applicable taxes and overall invoice total. Invoices should include enough detailed billing information to sufficiently justify the invoice amount. Invoices remitted with single, lump amounts without the minimum information as listed herein are not acceptable and will be returned for correction. Any invoice returned for correction will not incur late fees as a result of the time it takes the Vendor to correct and resubmit invoicing.
J. The City shall pay the Vendor for all invoiced, authorized professional services within thirty (30) days of receipt of the invoice for same barring any invoicing requiring correction as per Section 9 of this Exhibit C.
K. Reimbursement for Expenses. The Vendor shall not be reimbursed for any expenses unless authorized in writing by City.
L. Maintenance and Inspection. The Vendor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. The Vendor shall allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. The Vendor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
M. Vendor’s Compensation and Rate Adjustment. The Vendor’s compensation, including all contracted hourly rates, is fixed for the Term of this Agreement, and no automatic or scheduled increases shall apply except those expressly incorporated herein. If the Vendor makes its performance contingent upon a rate increase, the Vendor commits a material breach, which may result in contract enforcement actions. Pricing for extended terms is subject to negotiation. No rate increase shall take effect unless it is expressly provided herein or approved in writing by the City and executed through a contract amendment.
2. COMPENSATION DETAIL
A. The Vendor's compensation shall be based on the rates listed in Vendor’s Proposal attached hereto dated January 7, 2026. Rates would only adjust if a request for increase in the Vendor's compensation is made to the City in writing no later than May 1 of each year and granted by the City. Such adjustment would then be effective July 1 of the following fiscal year. Any requested increase granted shall not be greater than an amount based on an annual inflation adjustment, calculated for the previous calendar year, based on the Riverside-San Bernardino-Ontario Regional Consumer Price Index for All Urban Consumers, as published by the Department of Labor's Bureau of Labor Statistics.
EXHIBIT D
TERM OF AGREEMENT
PORTABLE RESTROOOMS AND TEMPORARY FENCING RENTAL SERVICES
TERM OF AGREEMENT
A. Following approval by all parties, the Agreement will commence on July 1, 2026, and shall expire June 30, 2031 (5) years thereafter, unless sooner as noted herein.
B. At the expiration of its term, and with the concurrence of all parties, the Agreement may be extended for up to three (3) additional periods of thirty (30) days each, subject to all terms and conditions in effect during the current term of the Agreement.
Written notice of the City's intent to invoke this subsection of the Agreement shall be given to the Vendor at least fifteen (15) days prior to the expiration of the initial term of this Agreement, or any extensions thereof.
C. Multi-year Contract Agreements may be continued each fiscal year only after funding appropriations and program approvals have been granted by the City Council of the City of Moreno Valley and the City Council acting in the capacity as President and Members of the Board of Directors of the Moreno Valley Community Services District. In the event that the City Council and/or the City Council acting in the capacity as President and Members of the Board of Directors for the Moreno Valley Community Services District does not grant necessary funding appropriations and/or program approvals, the affected multi-year contract becomes null and void effective July 1st of the fiscal year for which such approvals have been denied.