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Item No. 19 Amend No. 3 Rightway Site Svs
Text File City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: TMP-2798 Agenda Date: 6/12/2018 Status: Consent AgendaVersion: 1 File Type: ReportIn Control: City Council / Successor Agency Agenda Number: 19) Page 1 City of Lake Elsinore Printed on 6/7/2018 Page 1 of 1 REPORT TO CITY COUNCIL To:Honorable Mayorand Members of the City Council From:Grant Yates, City Manager Prepared By:Catherine Eakins –Administrative Assistant Date:June 12, 2018 Subject:Amendment No. 3to Extend with Rightway Site Services, Inc. Agreement through FY 2018-2019 Recommendation Approveand authorize the City Manager to execute AmendmentNo. 3with Rightway Site Services, Inc., for an additional12-monthterm for Fiscal Year 2018-19in the not to exceed amount of $35,000, inthe form attached and in such final form as approved by the City Attorney. Background The City has contractedwith Rightway Site Service, Inc.since December 2015, for Citywide portable sanitation services. Rightway provides portable sanitations tocity parks, beaches and city events. Section 2. C.of the Original Agreementallows for three (3) extensions. This will be the third extensionto the contract. Discussion Rightway Site Services has proven to be a reliable contractor in providing on-call services not just to our parks, beaches and events, but also on an emergency basis or with very short notice. The proposed Amendment extends the Agreement for one 12-month term at the rate provided for in the Contractor’s Proposal dated June 24, 2016attached to the Amendment No. 2. Fiscal Impact Funds are available in the FY 18/19 Public Works Operating budget. Exhibits Rightway Site Services –Exhibit A –Amendment No. 3Agreement Rightway Site Services –Exhibit B –Amendment No. 2Agreement Rightway Site Services –Exhibit C -Amendment No. 1 Agreement Rightway Site Services –Exhibit D–Original Agreement Exhibit B EXHIBIT B AMENDMENTNO. 3 TO AGREEMENTFOR PROFESSIONAL SERVICES Rightway Site Services, Inc. Portable Sanitation Rental & Services This Amendment No. 3 to Agreement for ProfessionalServices (“Amendment No. 3”) ismade and entered into as ofJuly 1, 2018,by and between the City of Lake Elsinore, a municipal corporation(“City), andRightway Site Services, Inc., (“Contractor”). RECITALS A.The City and Contractor have entered into that certain Agreement for Contractor Services (On-Call) dated as of December 3, 2014 (the “Original Agreement”). Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement. B.The Original Agreement provided for compensation to Contractorin an amount not to exceed Sixteen Thousand Two Hundred Fiftydollars ($16,250)for a six (6) month term. C.Amendment No. 1 dated July 1, 2016, extended the term of the original agreement further 12-months, ending June 30, 2017. Compensation increased to $30,000 to cover the term of theAgreement. D.Amendment No. 2 extended the contract a further 12-months, and increased the contract amount an additional $30,000 to cover increase demand and unforeseen expenses. E. The parties now desire to extend the contract an additional 12-month as provided for inSection 2, Subpart c. of the Original Agreement. NOW, THEREFORE, inconsideration of the mutual covenants and conditions set forth herein, City and Contractoragree as follows: 1.Section 2, subpart c., Term, of the Original Agreement is hereby amended to add the following: Unless earlier terminated as provided elsewhere in the Original Agreement, this Amendment No. 3shall continue in full force and effect for a period of Twelve(12) months, commencing on July 1, 2018and ending on June 30, 2019. 2.Section 3, Compensation, of the Original Agreementis hereby amended to read in its entirety as follows: Compensation to be paid to Contractor shall be in accordance with the fees setforth in Contractors’Proposal (Exhibit A to the Original Agreement) and Contractor’s Proposal datedJune 24, 2016 (Exhibit A-1-Amendment No. 1). Inno event shall Contractor’s compensation related to Amendment No. 2 3 to theOriginal Agreement exceed Thirty FiveThousanddollars ($35,000) without additional written authorization from the City. Notwithstanding any provision of Contractor’s Proposal and/or Contractor’s June24, 2016 Proposal to the contrary, out of pocket expenses set forth in Exhibit A and Exhibit A-1, respectively, shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time ofpayment. 3.Except for the changesspecifically set forth herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF,the parties have caused this Amendment No. 3to be executed on the respective dates set forth below. “CITY” CITY OF LAKE ELSINORE, a municipal corporation Grant Yates, City Manager Date: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney “CONTRACTOR” RIGHTWAY SITE SERVIES, INC. By: Gary R. Wood –V.P. Date: AMENDMENT NO. 2 TO AGREEMENT FOR PROFESSIONAL SERVICES Rightway Site Services, lnc. Portable Sanitation Rental & Services This Amendment No. 2 to Agreement for Professional Services ("Amendment No. 2") is made and entered into as of May 23, 2017 , by and between the City of Lake Elsinore, a municipal corporation ("City), and Rightway Site Services, lnc., ("Contractor"). RECITALS A. The City and Contractor have entered into that certain Agreement for Contractor Services (On-Call) dated as of December 3,2014 (the "Original Agreement'). Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement. B. The Original Agreement provided for compensation to Contractor in an amount not to exceed Sirteen Thousand Two Hundred Fifty dollars ($16,250) for a six (6) month term. C. Amendment No. 1 dated July 1, 2016, extended the term ofthe original agreement further 12-months, ending June 30, 2017. Compensation increased to $30,000 to cover the term of the Agreement. D. Due to increase demand and unforeseen expenses, the current contract amount of $30,000 is to be increased by $30,000. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, City and Contractor agree as follows: 1. Section 2, subpart C, Term, of the Original Agreement is hereby amended to add the following: Unless earlier terminated as provided elsewhere in the Original Agreement, this Amendment No. 2 shall continue in full force and effect for a period of Thirteen (13) months, commencing on May 23, 2017 and ending on June 30, 2018. The City may, at its sole discretion, extend the term of this Agreement on a 12-month basis not to exceed one (1) additional twelve (12) month renewal terms by giving written notice thereof to Contractor not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager. 2. Section 3, Compensation, of the Original Agreement is hereby amended to read in its entirety as follows: Compensation to be paid to Contractor shall be in accordance with the fees set forth in Contractors' Proposal (Exhibit A to the Original Agreement) and Contractor's June 24,2016 Proposal (ExhibitA-1 to Amendment No. 1). ln no av6nt shall Confadofs comp€nsation rBlated to AmEndment No.2 to the Original Agreement exceed Sixty Thousand dollars ($60,000) without additional written authorization from the City. Notwithstranding any pK,vision of Contracbr's Proposal ancUor Contracto/s June 24, 2016 Proposal to th6 contrary, out of pocket expenses set forth in Exhibit A and Edribit A-1, resp€cti\€ly, shall be reimbursed at cost without an inflator or administrath€ charge. Payment by City under this Agrsement shall not be deemed a ryaiv6r of dsfocts, evEn if suctr defec*s were known to the City at the time of payrnent 4. Except for the changes specifically set forth herEin, all other terms and conditons of the Original Agreement shall remain in full force and effec-t. lN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to b€ executed on the respectiw dates set forth beloyir. caTr Clry OF LAKE ELSINORE, a municipal comoration o"t", G/r(/tl APPROVED AS TO FORM: CONTRACTOR' RIGHTWAY SITE SERVIES, INC. r{_*n ? \*u .,rt By: Gary il Wood - V.P. i- City Attomey Attachments: Efiibit A - Amendment No. 1 Exhibit B - Original Agreement wE s€LL srnv'ce' June 24,2016 City of Lake Elsinore 130 S. Main Street Lake Elsinore, CA 92530 Re:Contract Agreement To Whom lt May Concern; Rightway Site Services, lnc. is pleased to offer the following Price Agreemenf. This agreement will be effective once signed and returned to Rightway office. Pricing will be adjusted on permanent units upon receipt of signed agreement and next billing cycle. lt has been a pleasure working with the City of Lake Elsinore, and we look forward to providing you with exceptional service for your year round and special event units Containment trays for long term units will be included at no additional cost, if requested attime of delivery. Agency, Energy Fees, and applicable tax will be added to all invoices. Standard Tufway w/Hand Sanitizer lncludes one-time per week service) Second Weekly Service Delivery Special/Holiday Service Holiday service (Long term & event units combined) ADA Compliant Restrooms lncludes one{ime per week service) Delivery Special Event Units Standard Tuflruay (No hand sanitizer or containment trays) Delivery Special/Holiday Service Containment Trays (lf Requested) Tray Delivery (Delivered at time of toil delivery) 46.00 each 45.00 each 12.50 each 11.50 each 250.00 minimum 120.00 each 50.00 each 46.00 each 12.50 each 11.50 each 6.00 each lncluded Household Hazardous Waste Units. Standard Tufway w/lnside Sink Delivery 85.00 each 25.00 each Additional Services Exchanges for Damaged Units (Plus cost of damages) $15.00 each. Replacement Cost of Units $575.00 each. Floating Toilets (Up to 1000 gallons) $150.00 + dump fees lrene Delgado Date Authorized Representative Date Rightway Site Services, lnc. Please Print Name oiQo"CERTIFIGATE OF LIABILITY INSURANCE TIS CENTITICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. TH|S CERTTFICATE OF INSURANCE DOES NOT GONSTTTUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED PRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER' utpORTANTI tf the certificate hotder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION lS WAIVED, subject to the terms and condigons of the policy, certain policies may require an endorsement, A statement on this certiflcate does not confer rights to the of such R) Heffernan lnsurance Brokers 100 SW Macadam, Suite 440 Fire & Casualty lnsurance C rNsuRED RIGHSIT-01 Rightway Site Services, lnc. 530 Central Ave Lake Elsinore CA 92530 TE NUMBER: 1481293055 AUIOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS THIS IS TO CERTIFY THAT THE POLICIES OF INSUMNCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSUMNCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, COMMERCIAL GENERAL LIABILITY cLAr\,4s-r\,,rADE l-l o."r^ AGGREGATE Lllr4lT APPLIES PER: o.,"" fl ![f; [-1.o. OTHER: BODILY INJURY (Per peBon) BODILY INJURY (Per WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNEFYEXECUTIVE OFFICER/MEI,,!BER EXCLUDED? Mandatory in NH) E.L. DISEASE - POLICY LIMIT DESCRIPTIONOFOPERATIONS/LOCATIONS/VEHICLES (ACORDl0l,AdditionalRemarksSchedule,maybeatlachedifmorespacelsrequired) As Per Contract or Agreement on File with lnsured. CERTIFICATE HOLDER CANCELLATION City of Lake Elsinore 130 S. Main St. Lake Elsinore, CA 92530 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ffil-- O 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks ofACORDACORD25 (2014101) Ao"CERTIFICATE OF LIABILITY INSURANCE v .ERTIFIcATE HoLDER' THls THrs .ERTTFIcATE rs rssrE6 as e rvtarren or rl6nlrrartoH oxr-v rulo coHrens No RlcHTs uPoN THE GERTIFIGATE I cERTlFlcArE DOES Nor AFFIRMATIVEI-Y on NecanvELY AMEND, EXTEND OR ALrER rHE COVERAGE,lItP,l?,="?iL'liJf;"tJ:J.t: I;['."1',ir"E==iril''ooi;'&";i,'duilirc"e'obts Nor coNsrrurE A coNrRAcr BETwEEN rHE tssurNG INSURER(s), AUTHoRIZED REPRESENTATlVEoRPRoDUcER,ANDTHEcERTlFlcATEHoLDER. Citv of Lake Elsinore 136 S Main street Lake Elsinore CA 92530 O tgAS-ZOf S ACORD CORPORATION' All rights reserved. ootrlonallNSUREDprovlsionsorbeendorsed. lf suBROGATIoN ls wAlvED, subject to the terms and conditions of the policy, certain policies may require an endorsement' A statement on Heffernan lnsurance Brokers SW Macadam, Suite 440 rNsuRED RIGHSIT-O1 530 Central Ave Lake Elsinore CA 92530 FOR THE POLICYPERIODr^rrr r 6Eond^T Tn rirulnu TulQ' lI8i"ir.ts "i5ilri,l3?iriJlft6XiiV''*?o',i,*ii,rtili, tnnr oR coNDmoN oF ANy coNrmcr oR orHER DocuMENr wrH RESPEcT ro \ /lncH rHrs CERTIFICATE MAY BE ISSUED OR MAY PERTAIN NC IruSUNNruCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS' EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COMMERCIAL GENERAL LIABILITY cLArM.-MADE [-] o."r* GEN'L AGGREGATE LIMIT APPLIES PER: or,", [-l !F& l-l .o" OTHER: AUTOMOBILE LIABILITY ANY AUIO ovvNEo T---l scHEouLEo AUTOSONLY IIAUTOSHIREDT----'] NON.oWIEO AUTOS ONLY I I AUTOS ONLY EOOILY INJURY (Per Psrson) BODILY INJURY (Psr accident) ANY PROPRIETORYPARTNER/EXECUTIVE occuRENcE $1,000,000OCCURENCEINCLUDED INCSLGLPOLLUTIONCGO42812.04 AUTO POLLUTION LIAB. CA9948 03-06 DEScRIpTIONoFOpERAT|ONs/LocATloNs/vEHlcLES (AcORDlol,AddltlonalRemark8schedule,maybeattachedlfmorespac€lsroqulrsd) Re: As per Contract or Agreement on File with lnsured. .C. ity of .Lake Elsinore is included as an additional insured on General Liability policy id; uttl"ndl'"niorieiient, it iequired. ceneral Liability policy contains the attached Wrap-Up exclusion endorsement' SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION OATE THEREOF, NOTICE WILL BE OELIVEREO IN ACCORDANCE WITH THE POLICY PROVISIONS. ffil-' CANCELLATION ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD DATE (MM/DOiYYYY) 21312017 UMBRELLA LIAB EXCESS LIAA CONTRACTORS ENHANCEMENT PLUS ENDORSEMENT INCLUDING MEDICAL PAYMENTS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL TIABILITY COVERAGE FOBM A. Lost KeY Coverage 1. Under Section I - Cov6rages, Goverage A Bodily lnlurY And Property Damago Liability, coverage is exlended lo include lhe following: lf a cuslomer's master or grand key, excluding eleclronic key card, is losl while in vour care, cuslody or control we will pay the cosl ot replacing the keys, including the master lock and all keys used in lhe same lock, the cosl of adiusting locks 10 accept the new keys, or lhe cosl lo replace the locks, whichever is less. 2. Limit ol lnsurance - The most we will pay tor'loss" arising out of any one "occurrence" is $ 10,000. 3, Sectlon V Dellnitions the following is added: Loss" means uninlenlional physical damage or deslruclion lo tangible property, including theft or disappearance Tangible property does not include money or securities. B. Voluntary Property Damage 1. Sec'tion I - Coverages, Coverage A Bodily lniury And Property Damage Liabllhv' coverage is exlended lo indude lhe lollowing: At your requesl, we will pay for "properly damage" 10 prope(y ot olhers caused by you and vttrile in your possess'on, adsing oul of your business operalions and occuring during lhe policy perind. 2. Limil ol lnsuranco - The most we will pay for "loss" arising oul of any one "occurrence" is S1500. 3. For the purpose of lhis exlended coverage the following definilion is added 10 sectlon V - Dellnltlons: COMMERCIAL GENERAL LIABILITY cG 73 23 12 14 THISENDoRSEMENTcHANGESTHEPoLIcY'PLEASEBEADITCAREFULLY. Loss" means uninlentional damage or deslruclion bul does rlot include disappearance, theft, or loss of use. Non-Owned Watercralt Under Seclion l- coverages, Coverage A Bodlly lniury And Property Damage Llability, 2, Exclusions, exclusion g' Aircraft, Auto Or Watercralt Paragraph (2) (a) is replaced wilhl a) Less than 51 feet long;and Expanded Property Damage Coverage 1. For the purposes o[ lhis endorsement only: Soctlon l- Coverages, Coverago A Bodily lniury And Property Damage Llabillty, 2, Excluslons, exclusion l. Damage 10 Property is amended as follows: a. Paragraphs.(3), (5), and (6) are deleted in lheir enlirely. b. Paragraph (4) is deleled in ils entirely and rePlaced with: 4) Personal property in lhe care custody or control of the insured: a) tor slorage or sale al Premises You own, renl or occupy; or b) while being transported bY any aircraft, "aulo" or walercrafl owned or operated bY or rented lo or loaned lo any insured. c. The coverage Provided bY endorsemenl does nol aPPIY property damage": 1) Arising oul of lhe disappearance or loss ol use ol Personal ProPertY; or 2) lncluded in the "products-completed operalions hazard". lh is 1o cG 73 23 12 14 ACP GLDO3016552360 lncludes copyrighted malerial of lnsurance Services Otfice, lnc', with its Permission. Page 1 ol 5 750003136L6C815167INSUREDCOPY cG 73 23 12 14 2. Limit ol lnsurance'The most we will pay for "properly damage" provided by this coverage in any one "occurrence" is $5,000' 3. Deductible - Our obligation to pay for a covered loss applies only 1o the amount ot loss in excess of $250' We will pay the deduclible amounl 10 etfecl setllement of any claim or 'suit" and, upon notification of this action having been taken, you shall promptly reimburse us for the deductible as has been Paid bY us' This insurance is primary lo any expanded property damage coverage provided by a separale endorsemenl attached to lhis policy, and it will supplant any deductible in said endorsement E. Damage To Premises Rented To You 1. Under Section I - Coverages, Coverage A Bodlly lnlury And Property Damage Llabillty, the lasl ParagraPh ol 2, Exclusions is rePlaced with: lf Damage to Premises Rented to You is not olherwise excluded, exclusions c. through n. do nol apply lo damage by fire, lighlning, explosion, smoke or sprinkler leakage to premises while rented 1o you or temporarily occupied by you with permission of lhe owner. 2. Under Section lll - Limits Ol lnsurance, paragraph 6 is rePlaced with: 6. Subjecl lo 5' above, the Damage To Premises Rented To You Limit is lhe most we will pay under Coverage A for damages because of "propefly damage" to any one Premises, while rented to you, or in the case of damage bY fire, lightning, explosion, smoke or sprinkler leakage, while rented to You or lemporarily occuPied bY You wilh permission of the owner. The limit is increased lo $300,000, 3. Under Section lV - Commercial General Llabllity Condltlons, 4. Other lnsurancs, b. Excess lnsurance (t) (a) (ii) is replaced with: ii) Thal is Fire, Lightning, Explosion, SmokeorSprinklerleakageinsurancefor premises renled lo you or temporarily occupied by you wilh permission of lhe owner. SupplementarY PaYments Under Section I - Coverages, Supplementary Payments - Coverages A and B paragraphs 1.b and 1.d. are rePlaced wilh: b. Up to S2,500 lor cost of bail bonds required because of accidents or traffic law violalions arising oul of lhe use of any vehicle lo whlch the Bodily lnjury Liabilily Coverage applies' We do not have to lurnish these bonds. d. All reasonable expenses incurred by the insured al our reguesl to assisl us in the invesligation or defense of the claim or suil", including actual loss of earnings up 1o 500 a day because of time off from work. Newly Forrned And Acqulred Organlzatlons Under SECTION ll - WHO lS AN INSURED paragraph 3,a. is replaced with: a. Coverage under lhis provision is afforded only until the 1BOrn day afler you acquire or form the organization or lhe end of the policy period, whichever is earlier; Additional lnsured - Automatlc Status When Hequlred ln An Agreement Or Contract WIth You Section ll- Who ls An lnsured is amended to: 1. Any person(s) or organizalion(s) described in Paragraph 2. below with whom you have agreed in wriling in a conlracl or wrillen agreement thal such person or organization be added as an additional insured on your policy during the policy period shown in the Declaralions. 2. Any other person or organizalion you are required to add as an additional insured under lhe contracl or agreement described in Paragraph 1. above. The person or organization added as an insured by this endorsement is an insured only to lhe exlent you are held liable due to: a. Lessors of Leased Equipment - wilh respecl lo their liability tor "bodily injury", property damage", or "personal and adverlising injury', caused in whole or in parl by your maintenance, operalion or use of equipmenl leased to you by such person(s) or organizalion(s). This insurance does no1 aPPIY 10 any bccurrence" which takes place after the equipment lease exPires. Includes copyrighled malerial of ltrsurance Services Office, Inc',cG 73 23 12 14 with its permission. INSURED COPY F. G. H, Page 2 ol 5 ACP GLDO3016652360 15167 75 0003{37 However, their slalus as additional insured under lhis policy ends when their lease, contracl or agreement with you ior such leased equipment expires Managers ot Lessors ol Plemlses - with respecl to liability arising oul ol lhe ownerghip, mainlenance or use ol lhat part of the premises You own, renl, lease or occupy. This insurance does not aPPIY lo: 1) Any "occurrence" which lakes place after you cease lo be a tenant in that Premises. 2) Structural allerations, new con- slruclion or demolition operalions performed by or on behalf of lhe person or organization. However, lheir slatus as addilional insured under ihis policy ends when you cease to be a lenant ol such premises. Stato or Political Subdivislon - Permlts Relatlng to Premlsgs - wilh respecl to lhe following hazards for which lhe slale or polilical subdivision has issued a permit or aulhorizalion in connection wilh premises you own, renl or control and lo which this insurance applies. l) The existence, mainlenance, repair, construclion, ereclion, or removal of adverlising signs, awnings, canopies, cellar enlrances, coal holes, driveways, manholes, marquees, hoisl away openings, sidewalk vaults, slreet banners, or decorations and similar exposures; or 2) The conslruclion, ereclion, or removal of elevalors; or 3) The ownership maintenance or use ol any elevalors covered bY this insurance. This insurance does nol aPPIY lo: 1) "Bodily injury" or ''property damage" or "personal or advertising injury" arising out ol operations performed for the state or municipalily; or 2) "Bodily injury' or "property damage" included within the "Products- compleled operations hazard". cG 73 23 12 14 However, such slale or Polilical subdivision's slalus as additional insured under this policy ends when the permil ends. Ownets, Lesseas, or Contractors - w h respect to liability tor'bodily iniury", property damage" or ''Pergonal and advertising injury'' caused, in whole or in part, by: 1) Your acts or omissions; or 2) The acls or omissions o[ lhose acting on your behalf; in lhe performance ot Your ongoing operations performed lor that addilional insured, whether lhe work is pertormed by you or on your behalf. The insurance does nol aPPIY to: 1) "Bodily injury", ''property damage", or "personal and advertising injury" arising out of lhe rendering of or the failure to render any professional architeclural, engineering or survey services, including: a) The preparing, aPproving, or failing to Prepare or apProve maps, shoP drawings, oPinions, reporls, survey, iield orders' change orders or drawings and specificalions: or b) Supervisory, inspeclion, archi- leclural or engineering aclivities. This exclusion applies even if the claims against any insured allege negligence or olher wrongdoing in the supervision, hiring, employment, training or moniloring of others bY lhal insured, if lhe "occurrence" which caused the "bodily injury" or "properly damage', or lhe olfense which caused the personal and advertising injury", involved lhe rendering of, or failure lo render, anY d. professional, engineering services. archlleclural, or surveying 2) "Bodily injury" or "propertv damage" occurring after: cG 73 23 12 14 ACP GLOO3015662380 lncludes copyrighted materialol lnsurance SErvices Oftice' lnc', with its permission. INSURED COPY Pago 3 ol 5 75000313818167 b. cG73 23 1214 a) All work, including materials, Parls or equipment furnished in conneclion with such work, on the Project (other than service' maintenance or repairs) 10 be Performed bY or on behalf of the additional insured(s) at lhe location of the covered operations has been completed; or b) That porlion of ''your work" oul of which the iniury or damage arises has been Put to ils inlended use bY anY Person or organization olher lhan anolher contractor or subconlractor engaged in Perlorming operations for a PrinciPal as a parl of the same projecl However, a person or organizalion's stalus as additional insured under this policy ends when your operalions lor thal addilional insured are compleled. However, lhe insurance aFforded lo such additional insureds a. - d, described above: a) Only applies 10 the exlenl permitted by law; and b) Will nol be broader than lhat which you are required bY lhe contract or agreemenl to provide for such additional insu red. 3. Primary and Noncontrlbutory - Olher lnsurance Condltlons The lollowing is added lo lhe othor lnsurance Condilion and supersedes any provisions to lhe conlrary: Primary and Noncontrlbutory lnsurancs This insurance is primary lo and will not seek contribulion lrom any other insurance avallable 10 an addilional insured under your policy provided lhat: a) The addilional insured is a Named lnsured under such olher insurance; and b) You have agreed in writing in a conlraot or agreemenl thal this insurance would be primary and would not seek conlribulion from any olher insurance available to lhe addilional insured Employee Bodily lnjury To Another Employee Under Sectlon ll - Who ls An lnsured The following is added lo paragraph 2.a'(1): Paragraphs 2.a.(11 (al, (b) and (c) do nol apply lo "bodily iniury" lo a coiemployee" in the course ol lhe co-'employee's" employmenl by you, or 10 'bodlly lnlury- lo a @-"volunleer worker" while performing dulies relaled lo the conducl of your business. Broad Form Named lnsured Under Sectlon ll - Who ls An lnsured The following is added to Paragraph 2': o. Any business entily incorporaled or organized undellhe laws ol the United Stale ol America (including any Slale thereof), ils terrilories or possessions or Canada including any Province lhereol) in which lhe Named lnsured shown in the Declarations owns, during the policy poriod, an interest of more lhan fitly percenl. lf olher valid collectible insurance is available 1o any business entily covered by this solely by reason of ownelship by lhe Named lnsured shown in lhe Declaralions in excess of fitty percenl, this insurance is excess over the olher insurance, whelher primary, excess, contingent, or on any olher basis, Aggregate Limlt Por Locatlon Under Secllon lll - Llmlts Ol lnsurance the following is added to paragraph 2: The General Aggregale Limil under Section lll Llmlts ol lnsurance applies separately 10 each of your locations owned by or renled lo you or lemporarily occupied by you with the permission of the owner. For lhe purposes of this provision, localion means premises involving lhe same or connecling lols, or premises whose conneclion is interrupted only by a public slreel, roadway, walerway or railroad right-otway. Aggregate Limlt Per Project Under Seetlon lll - Llmlts Ol lnsurance The Iollowing paragraph is added to paragraph 2: The General Aggregate Limit under Soctlon lll Limits ol lnsurancs applies separalely lo each of your conslruclion projects away from premises owned by or rented to you. cG 73 23 12 14 J. K. L. lnclud6s copyrighlod mat€rialof lnsuranco Ssrvices Offico, lnc., with its Pemission Pag6 4 ol 5 acP GLDO30r6552360 15167 INSURED COPY 75 000313s M,Medical Payments Under SBctlon lll - Llmlts Ol lnsurance' paragraph 7. is replaced wilh: 7. Subiect to 5. above, lhe higher of: a. $10,000; or b, The amount shown in the Declarations for Medical Expense Limil is the most we will pay under Coverage C for all medical expenses because of "bodily injury" suslained by one Person. This coverage does nol apply if Covsrage C Modlcal Payments is excluded eilher by the provisions of any coverage forms allached to the policy or by endorsemenl. Knowledge ol An Occurrence Under Section lV - Commercial General Liability Condltions, The following is added lo 2. Dutles ln The Event Ol Occurrence, Ollonse, Claim Or Suit condttion: e, Knowledge of an occurrence, offense, claim or suil by an agenl or employoe of any insured shall not in itself constitute knowledge o[ the insured unless you, a partner, if you are a partnership; or an execulive officer or insurance manager, if you are a corporalion receives such nolice of an occurrence, offense, claim or suil from the agenl or employee. l. The requirements in paragraph b. will nol be considered breached unless thero is knowledge of occurrence as oullined in paragraph e. above. Unintsntlonal Falluro To Discloso Hazard Under Section lV - Commerclal General Liability Conditions, 6. Representatlons lhe following paragraph is added: d, Your failure to disclose all hazards or prior ocourrences" or offenses existing as of the inception dale of the policy shall nol prejudice the coverage afforded by this policy provided such failure to disclose all cG 7323 12 ',t4 hazards or prior "occurrences" or offenses is not intenlional. This provision does nol affecl our right lo collect additional premium or exercise our right of cancellation or non' renewal. WaiYor Ol Subrogatlon Under Section lV - Commercial Gsneral Llability Conditions, 8. Transler ol Rlghts ol Rocovory Agalnst Othors to Us the following paragraph is added: lf required by a wrillen con'lracl execuled prior lo loss, we waive any righl of subrogalion we may have against lhe conlracling person or organization because of paymenls we make for injury or damage arising out of your ongoing operations or "your work" done under a conlract with that person or organization and included in lhe "products-compleled operalions hazards". Liberalization Under Section lV - Commercial General Llablllty Condltlons, 10. Llberalization the following paragraph is added: lf we revise this coverage form lo provide more coverage without addilional premium charge, your policy will aulomatically provide the addiiional coverage as ol the day lhe revision is effective in your slale. Broadened Bodily lnlury De{inition (Mental Angulsh) Under Sectlon V - Dellnltlons definilion 3' ls replaced with: 3. 'Bodily in.iury' means physical injury, sickness or disease to a person and, if arising oul of the foregoing, mental anguish, menlal injury, shock or humiliatiofl, including dealh al any time resulting lherefrom. P. o. R. o, All terms and conditions olthis pollcy apply unless modiliod by thls sndorsement' cG 73 23 12 14 ACP GLD03015552360 Page 5 o, 5 750003140INSUREDCOPYL6C815',167 COMMERCIAL GENERAL LIABILITY cG 04 28 12 04 POLLUTION EXCLUSION - NAMED PERIL LIMITED excEpnoN FoR A sHoRT-TERM PoLLUTIoN EVENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following replaces Exclusion f. under Para- qraph 2. Exclusions of Sectlon I - Coverage A - Bodlly lnlury And Property Damage Llablllty: f, Pollution 1) "Bodily injury'' or "property damage" arising' out of the actual, alleged or threatened dis- charge, dispersal, seepage, migration, re- lease or escaPe of "Pollutants": a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: l) "Bodily iniury' if sustained within a building and caused bY smoke, fumes, vapor or soot Produced bY or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, bY the building's occupants or their guests; il) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such Premises, site or location has been added to your pol- icy as an additional insured with re- spect to your ongoing operations per- formed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occuPied by, or rented or loaned to, any in- sured, other than that additional in- sured; lll) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"i or lv) "Bodily injury" or "property damage" arising out of a "short{erm pollution event" provided the "short-term pollu- tion event" would not have taken place but for a "named peril" having occurred, and you notifled us of the short-term pollution event" as soon as practicable but no more than four- teen (14) days after its ending. b) At or from any premises, site or location which is or was at any time used bY or for any insured or others for the han- dling, storage, disposal, processing or treatment of waste; c) Which are or were at any time trans- ported, handled, stored, treated, dis- posed of, or processed as waste bY or for: l) Any insured; or ll) Any person or organization for whom you may be legally responsible; or cG 04 28 12 04 @ ISO Properties, lnc., 2003 Page 1 of 3 tr d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or in- directly on any insured's behalf are per- forming operations if the "pollutants" are brought on or to the premises, site or lo- cation in connection with such opera- tions by such insured, contractor or sub- contractor. However, this subparagraph does not applY to: i) "Bodily injury" or "property damage"' arising out of the escape of fuels, lu- bricants or other operating fluids which are needed to Perform the normal electrical, hydraulic or me- chanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodilY injurY" or property damage" arises out of the intentional discharge, dispersal or re- lease of the fuels, lubricants or other operating fluids, or if such fuels, lu- bricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being Per- formed by such insured, contractor or subcontractor; ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connec- tion with operations being performed by you or on Your behalf bY a con- tractor or su bcontractor; iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or iv) "Bodily injury" or "property damage" arising out of a "short-term pollution event" provided the "short-term pollu- tion event" would not have taken place but for a "named peril" having occurred, and You notified us of the short-term pollution event" as soon as practicable but no more than four- teen (14) days after its ending. e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or in- directly on any insured's behalf are per- forming operations if the operations are to test for, monitor, clean uP, remove, contain, treat, detoxify or neutralize, or in any way resPond to, or assess the ef- fects of, "Pollutants". 2) Any loss, cost or expense arising out of any: a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, re- move, contain, treat, detoxify or neutral- ize, or in any way respond to, or assess the effects of, "Pollutants"; or b) Claim or suit by or on behalf of a gov- ernmental authority for damages be- cause of testing for, monitoring, cleaning up, removing, containing, treating, de- toxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a govern- mental authoritY. B. The following are added to the Definitions Sec- tion: 1. "Named Peril" means: a. Lightning, windstorm or earthquake; b. Explosion, implosion, collapse, puncture, bursting, rupture, collision, or overturn of a tank, a vessel, machinery, equipment, or other similar apparatus or device (other than an "auto"), including any attached pip- ing, pumps or valves, if the explosion, im- plosion, collapse, puncture, bursting, rup- ture, collision, or overturn is not caused by deterioration, corrosion, erosion, decay, rot- ting or wear and tear; or c. Vandalism or malicious mischief by some- one other than an insured. 2. "Short-term pollution event" means a dis- charge, dispersal, release or escape of "pollut- ants" which: a. Begins during the PolicY Period; Page 2 of 3 @ ISO Properties, lnc., 2003 cG 04 281204 tr b. Begins at an identified time and place; c. Ends, in its entirety, at an identified time within forty-eight (48) hours of the beginning of the discharge, dispersal, release or es- cape of the "Pollutants"; and d, Does not originate from an "underground storage tank". To be a "short-term pollution event", the dis- charge, dispersal, release or escape of "p.ollut- antsnneed'not be continuous. However, if the discharge, dispersal, release or escape is not continuous, then all discharges, dispersals, re- leases or escapes of the same "pollutants" from essentially the same source, considered together, must satisfy Provisions a. through d. otlhis definition to be considered a "short-term pollution event". Underground storage tank" means any stor- aqe tan-t<, including any aftached pumps, valves oi piping, buried below the surface of the grounO 6r water, or which, at any time, had 6een buried under the surface of the ground or water and then subsequently exposed by any means. For the purposes of this definition, bur- ied means that at least 10% of it is below the surface of the ground or water. trcG04281204OISOProperties, lnc., 2003 Page 3 of 3 THIS ENDORSEMENT GHANGES THE POLICY. COMMERCIAL AUTO cA 99 48 03 06 PLEASE READ IT CAREFULLY. POLLUTION LIABILITY - BROADENED COVERAGE- -ron covERED AUTOS - BUSINESS AUIO, - - rvroroir Cnnnlen AND TRUcKERS covERAcE FoRMS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORIV] TRUCKERS COVERAGE FORM with respect to coverage provided by this endorsement, the provisions of the coverage Form apply unless modi- fied by the endorsement. A. Liability Coverage is changed as follows: 1. Paragraph a. of the Pollution Exclusion ap- plies only to liability assumed under a contract or agreement. 2. With respect to the coverage afforded by P?ra- graph A"1. above, Exclusion 8.6. Care, Cus- iody Or Control does not aPPlY. B. Changes ln Definitlons For the purposes of this endorsement' Paragraph D. ol the Definitions Section is replaced by the following: D. "Covered pollution cost or expense" means any cost or expense arising out of: 1, Any request, demand, order or slatutory or regulatory requirement that any "insured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of pollutants"; or 2. Any claim or "suit" by or on behalf of a gov- ernmental authority for damages because of testing for, monitoring, cleaning up, remov- ing, containing, treating, detoxifying or neu- trrlizing, or in any way responding to or as- sessing the effects of "pollutants". Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, disper- sal, seepage, migration, release or escape of pollutants": a. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the Place where they are accepted by the "insured" for movement into or onto the covered "auto"; or b. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "in- sured". Paragraphs a. and b. above do not apply to accidents" that occur away from premises owned by or rented to an "insured" with re- spect to "pollutants" not in or upon a cov- ered "auto" if: 1) The "pollutants" or any property in which the "pollutants" are contained are upsel, overturned or damaged as a result of the maintenance or use of a covered "auto"; and 2) The discharge, dispersal, seepage,' migration, release or escape of the pollutants" is caused directly by such upset, overturn or damage. ca 99 48 03 06 @ lso Properties, lnc., 2005 Page 1 of 1 EXCLUSION - DESIGNATBD OPERATIONS COVERED BY A CONSOLIDATED WRAP.UP INSI]RANCE PROGRAM This endorsernent modifies insurattce provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Descrlption rrnd Location of Operation(s): Any location wh6re the insured has operations insured by a consolidated (Wrap-Up) insurance program' If po cntry appears above, information required to complcte this endorscmcnt will be shown in the Declarations as applicable to this endorsement.) The following exclusion is added to paragraph 2., Exclu- sioru of COVERAGE A - BODILY INJURY AND PROP- ERTY DAMAGE LIABILITY (Section I - Coverages): This insurance does not apply to "bodily injury" or "pt'op- erty damage" arising out of either your ongoing operations or operations included within the "ptoducts-completed operations hazard" at the location described in the Schedule of this endorsement, as a cousolidated (lvrap+rp) insurance program has been provided by the prime contractor/project mauager or olvner of the corrstruction project in which you are involved. POLICY NUMBER:NCP3OO7gM 686 COI\{MERCIAL GENERAL LIABILITY cG 21 54 0I 96 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This exclusion applies whether or not the consolidated wrap-up) insurance program: l) Provides covcrage identical to that provided by this Coverage Part; 2) Has limits adequate to cover all claims; or 3) Remaius in effect. cG 21 54 01 96 Copyright, Insurance Services Office, Inc'' [994 Page I ofI E AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACTOR SERVICES Rightway Site Services, Inc. Portable Sanitation Rental & Services This Amendment No. 1 to Agreement for Contractor Services ( "Amendment No. 1") is made and entered into as of July 1, 2016 by and between the City of Lake Elsinore, a municipal corporation ( "City), and Rightway Site Services, Inc. ( "Contractor "). RECITALS A. The City and Contractor have entered into that certain Agreement for Contractor Services dated as of December 3, 2014 (the "Original Agreement "). Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement. B. The Original Agreement provided for compensation to Contractor in an amount not to exceed $16,250 through the approximate six (6) month initial term ending on June 30, 2015. C. The City elected to administratively extend the term of the Original Agreement for Fiscal Year 2015 -2016 without preparing a formal amendment D. The parties now desire to extend the term and adjust the payment for such services as set forth in this Amendment No. 1 (see attached Exhibit A -1). NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, City and Contractor agree as follows: the following: Section 2, subpart C, Term, of the Original Agreement is hereby amended to add Unless earlier terminated as provided elsewhere in the Original Agreement, Amendment No. 1 shall continue in full force and effect for a period of twelve (12) months, commencing on July 1, 2016 and ending on June 30, 2017. The City may, at its sole discretion, extend the term of the Agreement on a 12 -month basis not to exceed one (1) additional twelve (12) month renewal terms by giving written notice thereof to Contractor not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager. 2. Section 3, Compensation, of the Original Agreement is hereby amended to add the follows: Compensation to be paid to Contractor beginning July 1, 2016 shall be in accordance with the fees set forth in the June 24, 2016 Contractor's Proposal attached as Exhibit A -1 to Amendment No. 1. In no event shall Contractor's compensation exceed Thirty- Thousand Dollars ($30,000) for Fiscal Year 2016 -2017 without additional written authorization from the City. Amendment No 1 to Rightway Agmt. DM docx.docx Page 1 Notwithstanding any provision of Contractor's Proposal to the contrary, out of pocket expenses set forth in Exhibit A -1 shall be reimbursed at cost without an inflator or administrative charge. Payment by City shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 3. Except for the changes specifically set forth herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed on the respective dates set forth below. "CITY" CITY OF LAKE ELSINORE, a municipal corporation j&v64v-- Grant es, City Manager Date. 042&l n ATTEST: City Clerk APPROVED AS TO FORM: City Attorney "CONTRACTOR" RIGHTWAY SITE SERVICES, INC. By: . Wood —V. P. Date: UI2tt I I U Attachments: Exhibit A -1 - Rightway June 24, 2016 Proposal / Agreement Original Agreement Amendment No 1 to Rightway Agmt.docx Page 2 EXHIBIT A -1 JUNE 24, 2016, CONTRACTOR'S PROPOSAL [ATTACHED] EXHIBIT A -1 'WE SELL SERVICE' June 24, 2016 City of Lake Elsinore 130 S. Main Street Lake Elsinore, CA 92530 Re: Contract Agreement To Whom It May Concern; Rightway Site Services, Inc. is pleased to offer the following Price Agreement. This agreement will be effective once signed and returned to Rightway office. Pricing will be adjusted on permanent units upon receipt of signed agreement and next billing cycle. It has been a pleasure working with the City of Lake Elsinore, and we look forward to providing you with exceptional service for your year round and special event units Containment trays for long term units will be included at no additional cost, if requested at time of delivery. Agency, Energy Fees, and applicable tax will be added to all invoices. • Standard Tufway w /Hand Sanitizer (Includes one -time per week service) Second Weekly Service Delivery Special /Holiday Service • Holiday service (Long term & event units combined) • ADA Compliant Restrooms (Includes one -time per week service) Delivery Special Event Units • Standard Tufway (No hand sanitizer or containment trays) Delivery Special /Holiday Service Containment Trays (If Requested) Tray Delivery (Delivered at time of toil delivery) $46.00 each $45.00 each $12.50 each $11.50 each $250.00 minimum $120.00 each $50.00 each $46.00 each $12.50 each $11.50 each $6.00 each Included Household Hazardous Waste Units • Standard Tufway wllnside Sink Delivery Additional Services • Exchanges for damaged Units (Plus cost of damages) • Replacement Cost of Units • Floating Toilets {Up to 1000 gallons} $85.00 each $25.00 each $15,00 each $575.00 each $150.00 * dump fees Irene Delgado Lute Author Representative Date tF ightway Site Services, Inc. GRANT YATES Please Print Name a DATE (MMIDD/YYYY) ,�t►a CERTIFICATE OF LIABILITY INSURANCE 6/16/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement (s). PRODUCER COME, OR Heffernan Insurance Brokers _P ONE _(AIC. No �). 503 - 226 -1320 _ .IAJC hb* 503 - 226 -1478 5100 SW Macadam, Suite 440 EMAIL Portland OR 97239 AUPR INSURER(S) AFFORDING COVERAGE _ I NAIC # Redwood Fire & Casualty Insurance C 111673 INSURED RIGHSIT -01 I INSURER B: Rightway Site Services, Inc. INSURER C_: 530 Central Ave Lake Elsinore CA 92530 INSURER D: INSURER E: _ .ri- r n Dr7kilfi1jr)N AItIMRI<R• YTHIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR r ADDL SUBR1 POLICY EFF POLICY EXP LTR ! TYPE OF INSURANCE .INSD' WVD POLICY NUMBER MM /DD/YYYYI MM.IDD/Y _ LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE F OCCUR D MACE D PREMISES fFa oncurrgnce $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRODUCTS - COMP /OP AGG. $ POLICY T PRO- ❑ LOC JECT $ OTHER: AUTOMOBILE LIABILITY COMBINED $ BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ AUT OWNED SCHEDULED AUTOS -- i" NON -OWNED HIRED AUTOS AUTOS PROPERI`TDAKWO -j P& accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE $ DED I I RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) N/A RIWC706383 6/30/2016 6/30/2017 X PER 1 1 OTH- STATUTE ER E.L EACH ACCIDENT $1,000,000 E.L DISEASE - EA EMPLOYEE $1,000,000 _ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: As Per Contract or AgreernT_ ' E I VE t) JUN 2 8 2016 rrFRTIFIf`ATF Hint nFR CANCELLATION CITY CLER City of Lake Elsinore 130 S. Main St. Lake Elsinore, CA 92530 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �J © 1988 -2014 ACORD CORPORATION. All rlgnts reserves ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD �; 3+ CERTIFICATE OF LIABILITY INSURANCE DATE (MI.,nD1YYYY) f�Ir�9��a15 µ ( THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS Ij CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE* OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer righla to the certificate holder in Ileu of such endomementfs . PRODUCER 41 CT (OR) �sHONE Errgi.503 -226 -1320 ....- OFt Heffernan Insurance Brokers PHONE FAx 3- 226 -1478 5100 SW Macadam, Suite 440 E-MAIL Portland OR 97239 -ADDIMSS - .. . _ . INSURED Rightway Site Services, Inc. 010 Accounts Payable 530 Central Ave Lake Elsinore CA 92530 lN9URER(9) AFFORDING COVERAGE_ NAIL ✓! INS1 FMR A MassaChusetts Bay Insurance Campdr�__ RIGHSIT -01 INSURERR :Allmerica Financial Benefit insuran _ _ 41840 INSURER 0: IHSUREW D : _ iHS1iREA E r nticn A! M- riCOTICIItiATC \II Ia.ADr I2. 1'AR1 FQQ9'g1 ISClfic:WNRI Kit I"nr_M. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NANAE ARCVE FOR THE POLICY PEmou INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. tRSR -v. .. .._ 'i(p'DCBUBR_.... —, - --- - -- - -.... .. L'rR . TYPE OF INSURANCE Nrp D POLICY NUMSER "D IY YY LIMITS A - X COMMERCIAL GENERAL LIABILITY Y Z132909279405 1Z13V2015 12!311/2016 EACHOCCURRENCE $1.00% %00 f �oAivs7lT3E TO RLN7ED- .`-- - CLAIMS -MADE w X • OCCUR �PpirFliSESjE� aecurrencej, „51,U9U.000 } MED £XP (Any one paeson) $5,000 _ PERSONAL & ADV INJURY $ 1,0011,000 GE_N'L AGGREGATE LIMIT APPLIES PER: ^GENERAL AGGREGATE _ _ 52.0011,0110 _ ... `X POLICY ^ PRO• JECT ; LOG PRODUCTS- COhiP1DpAGG � $2,00D,000 ' OTHER: $ 8 AUTOMOBILE LIABILITY AW2909279705 :1213112015 12'31:2016 -_� eFdiat�l 5114= LHOIT 1,00. 0,000 X ANY AUTO { BODILY INJURY iPerporcan) 1 g AUTS OWNED '� SCTOSULED YBODILY INJURY (Po, accidenp e 'ANON -OWNED X ' $ HIRED AUTOS AUTOS r Pot occrcinm I 3 UMRRELLALIAB OCCUR ' EACHOCCURRENCE _ �8 EXCESS LIAR -, QLAOAS•MADE: AGGREGATE - 5 ... .... —$ -. ___. DFD RFTFNTICIN WORKERS GOAIPPNSAIION t D H- ANDEMPLOYIERS'LIABILITY YIN STAI.VIE ER ANY PROPRIETOR'PAnTNER'EXECUTIVE . EL EACH ACGICENT j $ OrFICER.'MEYB O ER FXCLUDED� FIN IA A - H -AC — — • (Mandalary In NH) E L DISEASE - EA EMPLOYEE $ it Yes, desorlhe unrtat DESCRIPTION OP 0F1ERA- Ftf)NS rwow I E,L OISEASE - POLIGYL @MIT 6 B 'GL POLLUTION 0GQ4,26 12.04 ZD2900,rT405 1,2131112015 i2/31!2ot6 'EACHOCCDRENCE $1,000,000 AUTO POLLUTION tJA6, CA9446 03 -06 ' AW2909279705 12 ,'3112015 12'31 %2016 ;EACH OCCURENCE INCLUDED IN C'SL DESCRIPTION OF OPERATIONS r LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may he atiachad It more span is required) Re: As Per Contract or Agreement on Flle with Insured, City of Lake Elsinore is included as an additional insured on General Liability policy per the attached endorsement, if required. General Liability policy contains the attached Wrap -Up exclusion endorsement. HOLDER City of Lake Elsinore 130 S Main Street Lake Elsinore CA 92530 ACORD 25 (2014/01) CANCELLATION SHOULD ANY Or+ THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 0 1 988 -201 4 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the fallowing: COMMERCIAL GENERAL_ LIABILITY COVERAGE PART Al1MMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Additional Insured — Primary and Non - Contributory Blanket Waiver of Subrogation Included 2. Included 3. Included 4. Bodily Injury Redefined Broad Form Property Damage — Borrowed Equipment, Customers Goods & Use of Elevators Included 5. Included' 6. Knowledge of Occurrence Included 7. Liberalization Clause Included !8. Medical Payments Included 9. Newly Acquired or Formed Organizations - Covered until end of policy period Included 10. Non -owned Watercraft 51 ft. 111. Supplementary Payments Increased Limits Bail Bonds $2,500 - Loss of Earnings Unintentional raiiure to Disclose Hazards Unintentional Failure to Notify $1000'. 12. Included. 13. Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION 11 — WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an .additional insured on your policy is an additional insured only with respect to liability for "bodily injury ", "property damage ", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. h. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the Insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421- 2915 12 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) hoes not apply if the "bodily injury ", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: ('i) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage ", or "personal injury and advertising injury'. (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury ", "property damage ", "personal and advertising injury' arises out of sole negligence of the lessor (4) To any; (a) Owners or other interests from, whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after yo.0 cease to be a tenant in that premises; or (ii) The "bodily injury ", "property damage ", "personal injury' or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury ", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "properly damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured — Primary and Non- Contributory The following is added to SECTION IV -- COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured — Primary and Non - Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION it — WHO IS AN INSURED, is primary and non- conlributery, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, out- obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional insured under another primary liability policy; or (3) when b. below applies, If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. 421 - 2915 12 14 Includes copyrighted material of Insurance Services Mice, Inc., with its permission Page 2 of 4 COMMERCIAL GENERAL LIABILITY CG 04 28 12 04 POLLUTION EXCLUSION -- NAMED PERIL LIMITED EXCEPTION FOR A SNORT -TERM POLLUTION EVENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following replaces Exclusion f. under Para- ( (iii) "Bodily injury" or "property damage" graph 2. Exclusions of Section I — Coverage A — a arising out of heat, smoke or fumes Bodily Injury And Property Damage Liability., f from a "hostile fire "; or f. Pollution ( (Iv) "Bodily injury" or "property damage" (1) "Bodily injury" or "property damage" arising a arising out of a "short -term poilution out of the actual, alleged or threatened dis- e event" provided the " charge, dispersal, seepage, migration, re- t tion event" would not have taken lease or escape of "pollutants ": p place but for a " occurred, and you notified us of the (a) At or from any premises, site or location " "short -term pollution event" as soon which Is or was at any time owned or a as practicable but no more than four - occupied by, or rented or loaned to, any t teen (14) days after its ending. insured. However, this subparagraph does not apply to: ( (b) At or from any promises, site or location which is or was at any time used by or (i) "Bodily injury" if sustained within a f for any insured or others for the han- building and caused by smoke, f filing, storage, disposal, processing or fumes, vapor or soot produced by or t treatment of waste; originating from equipment that is used to heat, cool or dehumidify the ( (c) Which are or were at any Time trans - building, or equipment that is used to p ported, handled, stored, treated, dis- heat water for personal use, by the posed of, or processed as waste by or CG 04 28 12 04 © ISO Properties, inc., 2003 Page 1 of 3 17 (d) At or from any premises, site or location (e) At or from any premises, site or location on which any Insured or any contractors on which any insured or any contractors or subcontractors working directly or in- or subcontractors working directly or In- directly on any insured's behalf are per- directly on any insured's behalf are per- forming operations if the "pollutants" are forming operations if the operations are brought on or to the premises, site or lo- to test for, monitor, clean up, remove, cation in connection with such opera- contain, treat, detoxify or neutralize, or in tions by such insured, contractor or sub- any way respond to, or assess the ef- contractor. However, this subparagraph facts of, "pollutants ". does not apply to: (2) Any loss, cost or expense arising out of any: (i) "Bodily Injury" or "property damage" (a) Request, demand, order or statutory or arising out of the escape of fuels, fu- regulatory requirement that any insured bricants or other operating fluids or others test for, monitor, clean up, re- which are needed to perform the move, contain, treat, detoxify or neutral - normal electrical, hydraulic or me- ize, or in any way respond to, or assess chanical functions necessary for the the effects of, "pollutants "; or operation of mobile equipment or its parts, if such fuels, lubricants or (b) Claim or suit by or on behalf of a gov- other operating fluids escape from a ernmental authority for damages be- vehicle part designed to hold, store cause of testing for, monitoring, cleaning or receive them. This exception does up, removing, containing, treating, de- not apply if the "bodily injury" or toxifying or neutralizing, or in any way "property damage" arises out of the responding to, or assessing the effects intentional discharge, dispersal or re- of, "pollutants "_ lease of the fuels, lubricants or other However, this paragraph does not apply to operating fluids, or if such fuels, lu- liability for damages because of "property bricants or other operating fluids are damage" that the insured would have in the brought on or to the premises, site or absence of such request, demand, order or location with the intent that they be statutory or regulatory requirement, or such discharged, dispersed or released as claim or "suit" by or on behalf of a govern - part of the operations being per- mental authority. formed by such insured, contractor B. The following are added to the Definitions Sec - or subcontractor; tion: (ii) 'Bodily injury" or "property damage" 1, "Named Peril" means: sustained within a building and caused by the release of gases, a. Lightning, windstorm or earthquake; fumes or vapors from materials b. Explosion, implosion, collapse, puncture, brought into that building in connec- bursting, rupture, collision, or overturn of a tion with operations being performed tank, a vessel, machinery, equipment, or by you or on your behalf by a con- other similar apparatus or device (other tractor or subcontractor; than an "auto "), including any attached pip- (M) "Bodily injury" or "property damage" ing, pumps or valves, if the explosion, Im- arising out of heat, smoke or fumes plosion, collapse, puncture, bursting, rup- from a "hostile Tire "; or ture, collision, or overturn is not caused by ( cv ) y jur "Bodily in ' " p rop' g e dams e" or deterioration, corrosion, erosion, decay, rot- ting or wear and tear; or arising out of a short -term pollution arising event" provided the "short -term pollu- c. Vandalism or malicious mischief by some - tion event" would not have taken one other than an insured, place but for a "named peril" having 2. "Short -term pollution event" means a dis- occurred, and you notified us of the charge, dispersal, release or escape of "pollut- "short-term pollution event" as soon ants" which: as practicable but no more than four- a. Begins during the policy period; teen (14) days after its ending. Page 2 of 3 © ISO Properties, Inc., 2003 CG 04 28 12 04 D b. Begins at an identified time and place; c. Ends, in its entirety, at an identified time within forty -eight (48) hours of the beginning of the discharge, dispersal, release or es- cape of the "pollutants "; and d. floes not originate from an "underground storage tank ". To be a "short -term pollution event", the dis- charge, dispersal, release or escape of "pollut- ants" need not be continuous. However, if the discharge, dispersal, release or escape is not continuous, than all discharges, dispersals, re- leases or escapes of the same "pollutants" from essentially the same source, considered together, must satisfy Provisions a. through d. of this definition to be considered a "short -term pollution event". 3. "Underground storage tank" means any stor- age tank, including any attached pumps, valves or piping, buried below the surface of the ground or water, or which, at any time, had been buried under the surface of the ground or water and then subsequently exposed by any means. For the purposes of this definition, bur- ied means that at least 10% of it is below the surface of the ground or water. CG 04 28 12 04 0 ISO Properties, Inc., 2DO3 page 3 of 3 ❑ COMMERCIAL AUTO CA 99 48 03 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLLUTION LIABILITY - BROADENED COVERAGE FOR COVERED AUTOS - BUSINESS AUTO, MOTOR CARRIER AND TRUCKERS COVERAGE FORMS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. A. Liability Coverage is changed as follows: 1. Paragraph a. of the Pollution Exclusion ap- plies only to liability assumed under a contract or agreement. 2. With respect to the coverage afforded by Para- graph A.1. above, Exclusion B.S. Care, Cus- tody Or Control does not apply. B. Changes In Definitions For the purposes of this endorsement, Paragraph D. of the Definitions Section is replaced by the following: D. "Covered pollution cast or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement that any "insured" or others test Tor, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "poliutants "; or 2. Any claim or "suit" by or on behalf of a gov- ernmental authority for damages because of testing for, monitoring, cleaning up, remov- ing, containing, treating, detoxifying or neu- tralizing, or in any way responding to or as- sessing the effects of "pollutants ". "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, disper- sal, seepage, migration, release or escape of 11poilutants ": a. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the 'insured" for movement into or onto the covered "auto "; or b. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "in- sured". Paragraphs a, and b. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with re- spect to "pollutants" not in or upon a cov- ered "auto" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto "; and (2) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. CA 99 48 03 06 © ISO Properties, Inc., 2005 Page 1 of 1 Q POLICY NUMBER: ZD2909279405 CONI'MERCIAL GENERAL LIABILITY CG 2154 0196 THIS ENDORSEMENT CHANCES THE POLICY. 'PLEASE READ IT CAREFULLY. EXCLUSION - DESIGNATED OPERATIONS COVERED BY ,A. CONSOLIDATED WRAP -UP INSURANCE PROGRAM ']'Eris endorsement modifies insurance provided under the followin -: COMMERCIAL GL'NERAL LIABILITY COVERAGE PART SCHEDULE Description and Location of Operntion(s)- Any location where the insured has operations insured by a consolidated (Wrap -Up) insurance program. (if no entry appears above, information rcquircd to complete this cndorscmcnt will he shown in the Declarations as appl icxble to this endorsement.) The following exclusion is added to paragraph 2., ExcIu- sions of COVERAGE A — BODILY 1NJLRY AND PROP - ERTY DAMAGE LIABILITY (Section I -- Coverages): This insurance clues not apply to "bodily injury" or "prop- erty damage" arising out of either your ongoing opci ations or operations included within the "products- completed operations hazard" at the location described in the Schedule of this endorsement, as a consolidated (wrap -up) insurance program has been provided by the prime contractor/project axaanager oroHnt:r of the construction project in. which you are involved. 'This exclusion applies whether or not the consolidated (.wrap -up) insurance program: (1) Provides coverage identical to that provided by this Coverage Part; (2) Has limits adequate to cover all claims-, or (3) Reniadns in effect. CG 2154 01 96 Copyright, Insurance Services Office. Inc.. 1994 Page .; of 1 ORIGINAL AGREEMENT [ATTACHED] JAN Z 8 2015 J,' AGREEMENT FOR CONTRACTOR SERVICES RIGHTWAY SITE SERVICES, INC. Portable Sanitation Rental & Services This Agreement for Contractor Services (the "Agreement') is made and entered into as of December 3, 2014, by and between the City of Lake Elsinore, a municipal corporation ( "City ") and Rightway Site Services, Inc., ( "Contractor "). RECITALS A. The City has determined that it requires the following services: Portable Sanitation Rentals & Servicing. B. Contractor has submitted to City a proposal, dated December 3, 2014, attached hereto as Exhibit A ( "Contractor's Proposal ") and incorporated herein, to provide services and related work to the City pursuant to the terms of this Agreement. C. Contractor possesses the skill, experience, ability, background, certification and knowledge to perform the services and related work described in this Agreement on the terms and conditions described herein. D. City desires to retain Contractor to perform the services and related work as provided herein and Contractor desires to provide such services and related work as set forth in this Agreement. AGREEMENT 1. Scope of Services. Contractor shall perform the services and related work described in Contractor's Proposal (Exhibit A). Contractor shall provide such services and related work at the time, place, and in the manner specified in Contractor's Proposal (Exhibit A), subject to the direction of the City through its staff that it may provide from time to time. 2. Time of Performance. a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services and related work to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the services and related work contemplated pursuant to this Agreement consistent with Contractor's Proposal (Exhibit A) and shall provide, furnish and pay all labor, materials, necessary tools, expendable equipment, and all taxes, utility and transportation services required to perform such the services and related work. b. Performance Schedule. Contractor shall commence the services and related work pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services and related work within the time period(s) established in the Contractor's Proposal (Exhibit A). When requested by Contractor, extensions to the time period(s) specified may be approved in writing by the City Manager. Rig htway Ageement 12.03.2014 Page 1 C. Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force and effect commencing on December 3, 2014 and ending on June 30, 2015. The City may, at its sole discretion, extend the term of this Agreement on a 12 -month basis not to exceed Three (D additional twelve (12) month renewal terms by giving written notice thereof to Contractor not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager. 3. Compensation. Compensation to be paid to Contractor shall be in accordance with the fees set forth in Contractor's Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Contractor's compensation exceed Sixteen thousand Two Hundred and Fifty dollars ($16,250.00) without additional written authorization from the City. Notwithstanding any provision of Contractor's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 4. Method of Payment. Contractor shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Contractor's bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Contractor provides services. Contractor's bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Contractor no later than forty -five (45) days after receipt of the monthly invoice by City staff. 5. Suspension or Termination. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice. Upon receipt of such notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City, pursuant to Section entitled "Method of Payment" herein. 6. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Contractor, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Contractor for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Contractor or to any other party. Contractor shall, at Contractor's expense, provide such reports, plans, studies, documents and other writings to City upon written request. City acknowledges that any use of such materials in a manner beyond the intended purpose as set forth herein shall be at the sole risk of the City. City further agrees to defend, indemnify and hold harmless Page 2 Contractor, its officers, officials, agents, employees and volunteers from any claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therein), arising out of the City's use of such materials in a manner beyond the intended purpose as set forth herein. a. Licensinq of Intellectual Pro pert . This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. b. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs relating to project for which Contractor's services are rendered, or any publicity pertaining to the Contractor's services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City, 7. Contractor's Books and Records. a. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor to this Agreement. b. Contractor shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attomey, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually Page 3 agreed upon, the records shall be available at Contractor's address indicated for receipt of notices in this Agreement. d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Contractor's business, City may, by written request by any of the above -named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Contractor, Contractor's representatives, or Contractor's successor -in- interest. 8. Independent Contractor. It is understood that Contractor, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the City. 9. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and /or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and /or employee contributions for PERS benefits. 10. Interests of Contractor. Contractor (including principals, associates and management employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Contractor's services hereunder. Contractor further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement. Contractor is not a designated employee within the meaning of the Political Reform Act because Contractor: a. will conduct research and arrive at conclusions with respect to his /her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18700(a)(2).) 11. Ability of Contractor. City has relied upon the training and ability of Contractor to perform the services hereunder as a material inducement to enter into this Agreement. Contractor Page 4 shall therefore provide properly skilled personnel to perform all services under this Agreement. All work performed by Contractor under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent contractors in Contractor's field of expertise. 12. Compliance with Laws. Contractor shall use the standard of care in its profession to comply with all applicable federal, state and local laws, codes, ordinances and regulations. 13. Licenses. Contractor represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Contractor to practice its profession. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Contractor to practice its profession. Contractor shall maintain a City of Lake Elsinore business license. 14. Indemnity. Contractor shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Contractor or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. 15. Insurance Requirements. a. Insurance. Contractor, at Contractor's own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City's Risk Manager, the following insurance policies. i. Workers' Compensation Covera e. Contractor shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his /her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Page 5 Contractor for City. In the event that Contractor is exempt from Worker's Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California, Contractor shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney. ii. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage. iii. Automobile Liability Coverage. Contractor shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non -owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ( "any auto "). No endorsement may be attached limiting the coverage. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best's rating of no less than AM and shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured with respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work or operations. ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self- insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. Iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. Page 6 V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City. C. Deductibles and Self- Insured Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. At the City's option, Contractor shall demonstrate financial capability for payment of such deductibles or self- insured retentions. d. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. 16. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section. If to City: City of Lake Elsinore Attn: City Manager 130 South Main Street Lake Elsinore, CA 92530 With a copy to, City of Lake Elsinore Attn: City Clerk 130 South Main Street Lake Elsinore, CA 92530 If to Contractor: Rightway Site Services, Inc. Attn: Irene Delgado, Office Manager 530 Central Ave Lake Elsinore, CA 92530 17. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Contractor. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement. 18. Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 19. Assi nment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the reputation, experience and competence of Contractor and the subcontractors listed in Exhibit B. Contractor shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or Page 7 obligations of the Contractor under this Agreement will be permitted only with the express consent of the City. Contractor shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Contractor shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 20. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. 21. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining, provisions of this Agreement shall continue in full force and effect. 22. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 23. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. 24. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 25. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 26. Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non - monetary changes in the scope of services; and /or (d) suspend or terminate the Agreement. 27. Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid Page 8 nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 28. E ual Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 29. Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Contractor agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Contractor shall bear all risks of payment or non - payment of prevailing wages under California law, and Contractor hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement. 30. 'Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. [Signatures on next page] Page 9 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. "CITY" CITY OF LAKE ELSINORE, a municipal corporation Grant vdlzs, City Manager Attorney Attachments: Exhibit A — Contractor's Proposal Exhibit B — List of Subcontractors "CONTRACTOR" Rightway Site Services, Inc. a Contractor By: GAS i do] Its: V Page 10 EXHIBIT A CONTRACTOR'S PROPOSAL [ATTACHED] EXHIBIT A 1W Ali. am-wrtV, August 25, 2014 City of Lake Elsinore 130 S. Main Street Lake Elsinore, CA 92530 Re: Contract Agreement To Whom It May Concern; Rightway Site Services, Inc. is pleased to offer the following Exclusive rlgreemew for Pormbie Sanitation. It has been a pleasure working with the City of Lake Elsinore, and we look Vorward to providing you with exceptional service for your year round and special event units. Agreement will be effective once signed and returned to Rightway office. The following cost is based on a minimum of I l units for the term of the contract. Containment trays for long temt units will be included at no additional cost, if requested at time of delivery. Agency and Energy Fees will be added to all invoices. • Standard Tufway w /Hand Sanitizer (includes one -time per week service) Second Weekly Service Delivery Special/Holiday Service • Handicap Accessible Units (Includes one -time per week service) Delivery Special Event units ■ Standard Tufway (No hand sanitizer or containment trays) Delivery Special /Holiday Service Containment Trays (If Requested) Tray Deilvery Additional Services • Exchanges for Damaged Units (Plus cost of damages) • Replacement Cost of Units • Floating Toilets (Up to 1000 gallons) ne elgado Date away Site Services, Inc. $48.31 each $46.00 each $12.50 each $11.50 each 5120.00 each $50.00 each $48.31 each $12.50 each 511.50 each $6.00 each S6.25 each (wPfoilet) $15.00 each $575.00 each $150.00 + dump fees Authorized Representative Please Print Name Date EXHIBIT B LIST OF SUBCONTRACTORS [ATTACHED] Not Applicable EXHIBIT B JAN 282015 AGREEMENT FOUR CONTRACTOR SERVICES RIGHTLf'ItAY SITE SERVICES, INC. Portable Sanitation Rental & Services This Agreement for Contractor Services (the "Agreement ") is made and entered into as of December 3, 2014, by and between the City of Lake Elsinore, a municipal corporation ( "City ") and Rightway Site Services, Inc,, ( "Contractor "). RECITALS A. The City has determined that it requires the following services: Portable Sanitation Rentals & Servicing. B. Contractor has submitted to City a proposal, dated December 3, 2014, attached hereto as Exhibit A ( "Contractor's Proposal ") and incorporated herein, to provide services and related work to the City pursuant to the terms of this Agreement. C. Contractor possesses the skill, experience, ability, background, certification and knowledge to perform the services and related work described in this Agreement on the terms and conditions described herein. D. City desires to retain Contractor to perform the services and related work as provided herein and Contractor desires to provide such services and related work as set forth in this Agreement. AGREEMENT 1. Scope of Services. Contractor shall perform the services and related work described in Contractor's Proposal (Exhibit A). Contractor shall provide such services and related work at the time, place, and in the manner specified in Contractor's Proposal (Exhibit A), subject to the direction of the City through its staff that it may provide from time to time. 2. Time of Performance. a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services and related work to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the services and related work contemplated pursuant to this Agreement consistent with Contractor's Proposal (Exhibit A) and shall provide, furnish and pay all labor, materials, necessary tools, expendable equipment, and all taxes, utility and transportation services required to perform such the services and related work. b. Performance Schedule. Contractor shall commence the services and related work pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services and related work within the time period(s) established in the Contractor's Proposal (Exhibit A). When requested by Contractor, extensions to the time period(s) specified may be approved in writing by the City Manager. Rightway Ageement 12.03.2014 Page 1 C. Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall continue in full force and effect commencing on December 3, 2014 and ending on June 30, 2015. The City may, at its sole discretion, extend the term of this Agreement on a 12 -month basis not to exceed Three (2) additional twelve (12) month renewal terms by giving written notice thereof to Contractor not less than thirty (30) days before the end of the contract term, such notice to be exercised by the City Manager. 3_ Compensation. Compensation to be paid to Contractor shall be in accordance with the fees set forth in Contractor's Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Contractor's compensation exceed Sixteen thousand Two Hundred and Fifty dollars ($16,250.00) without additional written authorization from the City. Notwithstanding any provision of Contractor's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 4. Method of Payment. Contractor shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Contractor's bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Contractor provides services. Contractor's bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Contractor no later than forty -five (45) days after receipt of the monthly invoice by City staff. 5. Suspension or Termination. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice. Upon receipt of such notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City, pursuant to Section entitled "Method of Payment" herein. 6. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Contractor, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall become the property of the City upon payment to Contractor for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Contractor or to any other party. Contractor shall, at Contractor's expense, provide such reports, plans, studies, documents and other writings to City upon written request. City acknowledges that any use of such materials in a manner beyond the intended purpose as set forth herein shall be at the sole risk of the City. City further agrees to defend, indemnify and hold harmless Page 2 Contractor, its officers, officials, agents, employees and volunteers from any claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all casts and expenses in connection therein), arising out of the City's use of such materials in a manner beyond the intended purpose as set forth herein. a. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data "). Contractor shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. b. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the services under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs relating to project for which Contractor's services are rendered„ or any publicity pertaining to the Contractor's services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 7. Contractor's Rooks and Records. a. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor to this Agreement. b. Contractor shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually Page 3 agreed upon, the records shall be available at Contractor's address indicated for receipt of notices in this Agreement. d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Contractor's business, City may, by written request by any of the above -named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Contractor, Contractor's representatives, or Contractor's successor -in- interest. 8. Independent Contractor. It is understood that Contractor, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the City. 9. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other federal, state and local laws, codes, ordinances and regulations to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and /or employee contributions for PERS benefits. 19. Interests of Contractor. Contractor (including principals, associates and management employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Contractor's services hereunder. Contractor further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement. Contractor is not a designated employee within the meaning of the Political Reform Act because Contractor: a. will conduct research and arrive at conclusions with respect to his /her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or of any City official, other than normal agreement monitoring; and b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (FPPC Reg. 18740(a)(2),) 11. Ability of Contractor. City has relied upon the training and ability of Contractor to perform the services hereunder as a material inducement to enter into this Agreement. Contractor Page 4 shall therefore provide properly skilled personnel to perform all services under this Agreement. All work performed by Contractor under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent contractors in Contractor's field of expertise. 12. Compliance with Laws. Contractor shall use the standard of care in its profession to comply with all applicable federal, state and local laws, codes, ordinances and regulations. 13. Licenses. Contractor represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Contractor to practice its profession. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Contractor to practice its profession. Contractor shall maintain a City of Lake Elsinore business license. 14. Indemnity. Contractor shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Contractor or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. 15. Insurance Requirements. a. Insurance. Contractor, at Contractor's own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City's Risk Manager, the following insurance policies. i. Workers' Compensation Coverage. Contractor shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Page 5 Contractor for City. In the event that Contractor is exempt from Worker's Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California„ Contractor shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney. ii. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1173) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. No endorsement may be attached limiting the coverage. iii. Automobile Liability Coverage. Contractor shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non -owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ( "any auto "). No endorsement may be attached limiting the coverage. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best's rating of no less than AMI and shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured with respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work or operations. ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self - insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. Page 6 V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City. C. Deductibles and Self- Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. At the City's option, Contractor shall demonstrate financial capability for payment of such deductibles or self- insured retentions. d. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. 16. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section. If to City: City of Lake Elsinore Attn: City Manager 130 South Main Street Lake Elsinore, CA 92530 With a copy to: City of Lake Elsinore Attn: City Clerk 130 South Main Street Lake Elsinore, CA 92534 If to Contractor: Rightway Site Services, Inc. Attn: Irene Delgado, Office Manager 530 Central Ave Lake Elsinore, CA 92530 17. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Contractor. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement. 18. Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 19. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the reputation, experience and competence of Contractor and the subcontractors listed in Exhibit B. Contractor shall be fully responsible to City for all acts or emissions of any subcontractors. Assignments of any or all rights, duties or Page 7 obligations of the Contractor under this Agreement will be permitted only with the express consent of the City. Contractor shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Contractor shall be fully responsible to City for all acts or omissions of those subcontractors. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the park of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 20. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. 21. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining .provisions of this Agreement shall continue in full force and effect. 22. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 23. Litigation Ex enses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. 24. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. if the parties are unable to agree upon a mediator, the dispute shall be submitted to .JAMS or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 25. Execution, This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 26. Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change; (b) grant extensions of time; (c) non - monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement. 27. Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid Page 8 nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or either consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 28. Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 29. Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Contractor agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). lit is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Contractor shall bear all risks of payment or non - payment of prevailing wages under California law, and Contractor hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement. 30. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. [Signatures on next page] Page 9 IN WITNESS 'WHEREOF, the parties have caused this Agreement to be executed on the date first written above. "CITY" CITY OF LAKE ELSINORE, a municipal "CONTRACTOR" Rightway Site Services, Inc. a Contractor corporation +nt*t By: CA�� Grant City 'Manager Its: �#s, 7ey ufff 6 F Attachments: Exhibit A — Contractor's Proposal Exhibit B — List of Subcontractors Page 10 EXHIBIT A CONTRACTOR'S PROPOSAL [ATTACHED] EXHIBIT A 00 "11,4r1111�3 LIST OF SUBCONTRACTORS [ATTACHED] Not Applicable F IF __MqF1 `LNF 5ff.I. SF':i. August 25, 2014 City of Lake Elsinore 130 S. Main Street Lake Elsinore, CA 92530 Re: Contract Agreement To Whom It May Concern; Rightway Site Services, Inc, is pleased to offer the following Exclusive Agreement for Portable Sanitation. It has been a pleasure working with the City of Lake Elsinore, and we loot: forward to providing you with exceptional service for your year rotund and special event units. Agiverneat will be effective once signed and returned to Rightway office. The follouring cost is lased on a minimum of l I units for the term of the contract. Containment trays for long terns units will be included at no additional cost, if requested at time of delivery. Agency and Energy Fees will be added to all invoices. • Standard Tufway wllland Sanitiier (Includes one -time per week service) Second Weekly Service Del ivery SpeciablHoliday Service • Ilandicap Accessible Units (Includes one -tune per week service) Delivery Special Event Units ■ Standard Tufway (No hand sanitizer or containment trays) Defivery Special ?Holiday Service Containment Trays (If Requested) Tray Ueilvery Additional Services • Exchanges for Damaged Units (Plus cost ofdHinabes) • Replacement Cost of Units • floating Toilets (Up to 1000 gallons) Irene Delgado fate Rightwav Site Services, Inc. $411.31 each $46.00 each $12.50 each $1 1.50 each 5120,00 each $50.00 each $48.31 each $12.50 each $11.50 each 56.00 each $6.25 each (w /Toilet) $1 5.00 each $,5 75.00 each $150.00 +dump fees Authorized Representative Please Print Name Date