HomeMy WebLinkAbout06 - Approval of On-Call M/RSA for Portable Toilet ServicesQ �EwPpRT
CITY OF
s NEWPORT BEACH
`q44:09 City Council Staff Report
February 11, 2025
Agenda Item No. 6
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: David A. Webb, Public Works Director - 949-644-3311,
dawebb@newportbeachca.gov
PREPARED BY: Kyle Brodowski, Facilities and Equipment Superintendent - 949-
718-3464, kbrodowski@newportbeachca.gov
TITLE: Approval of On -Call Maintenance and Repair Services Agreement for
Portable Toilet Services with United Site Services of California, Inc.
ABSTRACT:
The City of Newport Beach's on -call portable toilets and services agreement with
United Site Services of California is expiring and staff recommends the City Council
approve a new five-year, on -call agreement with United Site Services of California, Inc.
(United Site Services), for a total not -to -exceed amount of $200,000.
RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
b) Approve a Maintenance and Repair Services Agreement with United Site Services of
California, Inc. for on -call portable toilet services for a five-year term and total
not -to -exceed amount of $200,000; and
c) Authorize the Mayor and City Clerk to execute the agreement.
DISCUSSION:
The City's current on -call portable toilet services agreement with United Site Services
expires in February 2025 and staff recommends City Council approval of a new five-year,
on -call agreement with the same vendor, United Site Services. The City uses these
services during unexpected facility closures and to regularly support projects, seasonal
programming, special events, and other needs.
Staff issued RFP No. 25-10 through the PlanetBids website on October 25, 2024 and
received only one proposal, from United Site Services, by the November 15, 2024
due date. Three staff members independently evaluated the proposal's technical score,
which required a 70% minimum to qualify for cost proposal review.
The proposal qualified technically and automatically received the maximum cost score,
as the only proposal.
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Approval of On -Call Maintenance and Repair Services Agreement for
Portable Toilet Services with United Site Services of California, Inc.
February 11, 2025
Page 2
The table below shows the overall average score.
Technical
Cost Score
Total Score
Overall
Proposer
Score
(40 Maximum)
(100 Maximum)
Rank
(60 Maximum)
United Site Services
57.67
40
97.67
1
As United Site Services is the City's current vendor, staff has found they respond well,
provides quality services, and are already familiar with the City's administrative processes
and operational needs. United's new proposed costs are similar to their current contract
rates, and lower for some items, so maintaining the not -to -exceed amount of $200,000
should suffice given historical usage.
FISCAL IMPACT:
The adopted budget includes sufficient funding for this agreement. Work will be expensed
to the Maintenance and Repair Building account in the Public Works Department,
0108041-851016.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENT:
Attachment A — On -Call Maintenance and Repair Services Agreement
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ATTACHMENT A
ON -CALL MAINTENANCE/REPAIR SERVICES AGREEMENT
WITH UNITED SITE SERVICES OF CALIFORNIA, INC. FOR
ON -CALL PORTABLE TOILET SERVICES
THIS ON -CALL MAINTENANCE/REPAIR SERVICES AGREEMENT
("Agreement') is made and entered into as of this 11th day of February, 2025 ("Effective
Date"), by and between the CITY OF NEWPORT BEACH, a California municipal
corporation and charter city ("City"), and UNITED SITE SERVICES OF CALIFORNIA,
INC., a California corporation ("Contractor"), whose address is 118 Flanders Road,
Westborough, MA 01581, and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to perform on -call maintenance and/or repair
services for City consisting of on -call portable toilet services ("Project').
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the maintenance and/or repair services described in this
Agreement.
D. Contractor has examined the location of all proposed work, carefully reviewed and
evaluated the specifications set forth by City for the Project, is familiar with all
conditions relevant to the performance of services, and has committed to perform
all work required for the compensation specified in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on February 10, 2030, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Contractor shall perform the on -call services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). Upon written request from the Project Administrator as defined herein,
Contractor shall provide a letter proposal for Services requested by the City (hereinafter
referred to as the "Letter Proposal'). The Letter Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided;
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2.1.2 The position of each person to be assigned to perform the Services,
and the name of the individuals to be assigned, if available;
and
2.1.3 The estimated number of hours and cost to complete the Services;
2.1.4 The time needed to finish the specific project.
2.2 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Contractor shall perform the Services in accordance with the schedule included in
Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services
shall be performed to completion in a diligent and timely manner. The failure by
Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal,
if any, or perform the Services in a diligent and timely manner may result in termination
of this Agreement by City.
3.2 Notwithstanding the foregoing, Contractor shall not be responsible for
delays due to causes beyond Contractor's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein, not later than two (2) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Contractor's control.
3.4 For all time periods not specifically set forth herein, Contractor shall respond
in the most expedient and appropriate manner under the circumstances, by fax, hand -
delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Letter Proposal
and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein
by reference. Except as otherwise provided herein, no rate changes shall be made during
the term of this Agreement without the prior written approval of City. Contractor's
compensation for all Services performed in accordance with this Agreement, including all
reimbursable items, shall not exceed Two Hundred Thousand Dollars and 00/100
($200,000.00), without prior written amendment to the Agreement.
United Site Services of California, Inc. Page 2
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4.2 Upon the first anniversary of the Effective Date and upon each anniversary
of the Effective Date thereafter, the billing rates set forth in Exhibit B ("Billing Rates") may
be adjusted in proportion to changes in the Consumer Price Index, subject to the
maximum adjustment set forth below. Such adjustment shall be made by multiplying the
Billing Rates in Exhibit B by a fraction, the numerator of which is the value of the
Consumer Price Index for the calendar month three (3) months preceding the calendar
month for which such adjustment is to be made, and the denominator of which is the value
of the Consumer Price Index for the same calendar month immediately prior to Effective
Date. The Consumer Price Index to be used in such calculation is the "Consumer Price
Index, All Items, 1982-84=100 for All Urban Consumers (CPI-U)", for the Los Angeles -
Riverside -Orange County Metropolitan Area, published by the United States Department
of Labor, Bureau of Labor Statistics. If both an official index and one or more unofficial
indices are published, the official index shall be used. If said Consumer Price Index is no
longer published at the adjustment date, it shall be constructed by conversion tables
included in such new index. In no event, however, shall the amount payable under this
Agreement be reduced below the Billing Rates in effect immediately preceding such
adjustment. The maximum adjustment increase to the Billing Rates, for any year where
an adjustment is made pursuant to this Section, shall not exceed the Consumer Price
Index or 2.0% of the Billing Rates in effect immediately preceding such adjustment,
whichever is less. Contractor shall notify City in writing of any requests for adjustment
pursuant to this Section at least thirty (30) days prior to the Effective Date of such
adjustment, and provide updated billing rates. Adjusted billing rates shall be approved in
writing by City prior to use.
4.3 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name and/or
classification of employee who performed the Work, a brief description of the Services
performed and/or the specific task in the Scope of Services to which it relates, the date
the Services were performed, the number of hours spent on all Work billed on an hourly
basis, and a description of any reimbursable expenditures. City shall pay Contractor no
later than thirty (30) calendar days after approval of the monthly invoice by City staff.
4.4 City shall reimburse Contractor only for those costs or expenses specifically
identified in Exhibit B to this Agreement and the Letter Proposal, or specifically approved
in writing in advance by City.
4.5 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with Exhibit B
and the Letter Proposal.
United Site Services of California, Inc. Page 3
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5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Jeffrey Dunlop to be its
Project Manager. Contractor shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Public Works. City's Director of Public
Works or designee shall be the Project Administrator and shall have the authority to act
for City under this Agreement. The Project Administrator shall represent City in all matters
pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Contractor's Work schedule.
8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
8.1 Contractor shall use only the standard materials described in Exhibit A in
performing Services under this Agreement. Any deviation from the materials described
in Exhibit A shall not be installed or utilized unless approved in advance and in writing by
the Project Administrator.
8.2 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the personnel required to perform
the Services required by this Agreement, and that it will perform all Services in a manner
commensurate with community professional standards and with the ordinary degree of
skill and care that would be used by other reasonably competent practitioners of the same
discipline under similar circumstances. All Services shall be performed by qualified and
experienced personnel who are not employed by City. By delivery of completed Work,
Contractor certifies that the Work conforms to the requirements of this Agreement, all
applicable federal, state and local laws and legally recognized professional standards.
8.3 Contractor represents and warrants to City that it has, shall obtain and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
United Site Services of California, Inc. Page 4
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licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Contractor's Work promptly, or delay or faulty performance by City,
contractors, or governmental agencies.
9. RESPONSIBILITY FOR DAMAGES OR INJURY
9.1 City and all officers, employees and representatives thereof shall not be
responsible in any manner for any loss or damage to any of the materials or other things
used or employed in performing the Project or for injury to or death of any person as a
result of Contractor's performance of the Services required hereunder; or for damage to
property from any cause arising from the performance of the Project by Contractor, or its
subcontractors, or its workers, or anyone employed by either of them.
9.2 Contractor shall be responsible for any liability imposed by law and for
injuries to or death of any person or damage to property resulting from defects,
obstructions or from any cause arising from Contractor's Work on the Project, or the Work
of any subcontractor or supplier selected by Contractor.
9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate
(directly or indirectly) to any breach of the terms and conditions of this Agreement, any
Work performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Contractor's presence or activities conducted on
the Project (including the negligent and/or willful acts, errors and/or omissions of
Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable or any or all of them).
9.4 Notwithstanding the foregoing, nothing herein shall be construed to require
Contractor to indemnify the Indemnified Parties from any Claim arising from the sole
negligence orwillful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Contractor.
United Site Services of California, Inc. Page 5
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9.5 Contractor shall perform all Work in a manner to minimize public
inconvenience and possible hazard, to restore other work areas to their original condition
and former usefulness as soon as possible, and to protect public and private property.
Contractor shall be liable for any private or public property damaged during the
performance of the Work by Contractor or its agents.
9.6 To the extent authorized by law, as much of the money due Contractor
under and by virtue of the Agreement as shall be considered necessary by City may be
retained by it until disposition has been made of such suits or claims for damages as
aforesaid.
9.7 The rights and obligations set forth in this Section shall survive the
termination of this Agreement.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of conducting
the Work are under the control of Contractor, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. No civil service
status or other right of employment shall accrue to Contractor or its employees. Nothing
in this Agreement shall be deemed to constitute approval for Contractor or any of
Contractor's employees or agents, to be the agents or employees of City. Contractor
shall have the responsibility for and control over the means of performing the Work,
provided that Contractor is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Contractor as to the details
of the performance of the Work or to exercise a measure of control over Contractor shall
mean only that Contractor shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
United Site Services of California, Inc. Page 6
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14. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement
of Work, Contractor shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Contractor, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or
joint -venture or syndicate or cotenancy, which shall result in changing the control of
Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to
City for all acts and omissions of any subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and any subcontractor nor shall it create
any obligation on the part of City to pay or to see to the payment of any monies due to
any such subcontractor other than as otherwise required by law. City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and City. Except as specifically authorized herein,
the Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Contractor or any
other party. Contractor shall, at Contractor's expense, provide such Documents to City
upon prior written request.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
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19. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Contractor
under this Agreement. All such records and invoices shall be clearly identifiable.
Contractor shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Contractor shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Contractor
under this Agreement.
20. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his/her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
21. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other contractors in connection with the Project.
22. CONFLICTS OF INTEREST
22.1 Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
22.2 If subject to the Act and/or Government Code §§ 1090 et sea., Contractor
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Contractor shall
indemnify and hold harmless City for any and all claims for damages resulting from
Contractor's violation of this Section.
23. NOTICES
23.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
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and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
23.2 All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at:
Attn: Director of Public Works
Public Works
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
23.3 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attn: Jeffrey Dunlop
United Site Services of California, Inc.
c/o Platinum Equity Advisors LLC
360 North Crescent Drive, South Building
Beverly Hills, CA 90210
24. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Contractor shall submit to'City, in writing,
all claims for compensation under or arising out of this Agreement. Contractor's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Contractor in writing as unsettled at the time of its final request for payment.
Contractor and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Contractor shall be required to file any claim Contractor may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
25. TERMINATION
25.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
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25.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Contractor. In the
event of termination under this Section, City shall pay Contractor for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Contractor has not been previously paid. On the effective date of termination, Contractor
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
26. LABOR
26.1 Contractor shall conform with all applicable provisions of state and federal
law including, but not limited to, applicable provisions of the federal Fair Labor Standards
Act ("FLSA") (29 USCA § 201, et seq.).
26.2 Whenever Contractor has knowledge that any actual or potential labor
dispute is delaying or threatens to delay the timely performance of this Agreement,
Contractor shall immediately give written notice to City, and provide all relevant
information.
26.3 Contractor represents that all persons working under this Agreement are
verified to be U.S. citizens or persons legally authorized to work in the ,United States.
26.4 To the fullest extent permitted by law, Contractor shall indemnify, defend,
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees from loss or damage, including but not limited to attorneys'
fees, and other costs of defense by reason of actual or alleged violations of any applicable
federal, state and local labor laws or law, rules, and/or regulations. This obligation shall
survive the expiration and/or termination of the Agreement.
27. STANDARD PROVISIONS
27.1 Recitals. City and Contractor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference.
27.2 Compliance with all Laws. Contractor shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
27.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
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27.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
27.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
27.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
27.7 Amendments. This Agreement may be modified or amended only by a
written document' executed by both Contractor and City and approved as to form by the
City Attorney..
27.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
27.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
27.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
27.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: i2/\k1ZH
BY:
a on C. Harp
Ci y Attorney a/r11Qy
ATTEST:
Date:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Joe Stapleton
Mayor
CONTRACTOR: UNITED SITE
SERVICES OF CALIFORNIA, INC., a
California corporation
Date:
By: By:
Leilani I. Brown Jeffrey Dunlop
City Clerk Vice President and Assistant Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
United Site Services of California, Inc. Page 12
6-14
EXHIBIT
SCOPE OF SERVICES
United Site Services of California, Inc. Page A-1
6-15
SCOPE OF SERVICES -1
Objective:
Contractor shall provide the City delivery and servicing of portable restroom facilities
which includes portable toilets, hand washing stations, and .comfort stations under the
:direction of the Public Works Department, which shall identify specific tasks, deliverables,
and deadlines on an as -needed basis.
Minimum Qualifications:
• Minimum five (5) years of experience in delivery and servicing of portable restroom
facilities which includes portable toilets, hand washing stations, and comfort.
stations.
• From the start until the completion of work, the Contractor and any
Subcontractors shall possess a valid Business License issued by the City.
• Maintain good standing by not having any suspensions, disbarments, or similar
proceedings (including stipulated agreements), restricting, limiting or prohibiting
proposer from proposing or performing public works projects for any other public
agency.
• Contractor must be able to arrive within three (3) hours after initial call back, upon
project manager request for emergency delivery and cleaning services as needed.
• Have qualified personnel who have prerequisite knowledge and experience in
portable restroom facilities delivery services.
Description:
Service Proposal Requirements
When the need for service arises, the Contractor shall provide a written proposal,
including:
• A detailed description of the services to be provided.
• The position of each person assigned to perform the services.
• The estimated number of hours and cost (including parts and material) to
complete the services.
• The time needed to complete the specific project.
No services shall commence until the project manager has provided written acceptance
of the proposal. Once authorized, the Contractor shall diligently perform the services in
compliance with the contract terms. Should the proposal terms vary, the agreement
terms will supersede.
Locations Covered
City -owned buildings, properties, and other locations within Newport Beach city limits.
Contractor Supplied Equipment
The Contractor shall supply all transportation, tools and equipment necessary for
completing all work related to provided services, covered within the unit cost (e.g.,
vehicles, fuel surcharge, delivery, tools of the trade, etc.)
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SCOPE OF SERVICES - 2
Invoicing
All invoices for on -call services must include:
• Brief description of the work performed
Date the services were performed
• Number of units and frequency of services per the cost file
• Contracted rates per cost file
Invoices shall be submitted monthly. Unit rates shall include supplies, materials,
transportation, disposal, delivery, pickup, and service of portable restroom facilities.
Response Requirements
Availability for services within eight (8) hours of contact, including after hours,
weekends, and holidays.
Contractor shall be available 24 hours a day, 7 days a week.
Pickup requests shall be completed within 24 hours of service cancellation. (i.e.
phone call, email, text message) Additional day -use charges shall not apply to
units picked up after the 24-hour mark.
Emergency Responses
• Upon request, the Contractor shall furnish at a minimum an ADA-compliant 6' x
6' portable toilet, and/or a portable hand wash station within three (3) hours of
notification. For emergency service/cleaning, the Contractor shall be on -site
within three (3) hours of notice (i.e., phone call, email, or text message).
• The Contractor shall provide emergency delivery and cleaning services as
needed. This service will be charged at the emergency service rate listed in the
Billing Rates.
Workmanship & Materials
Unit Specifications:
Each portable toilet must be constructed of high -density polyethylene (HDPE)
or fiberglass for durability.
Each unit must have a minimum height of 7 feet, ensuring ample space for
user comfort.
Each toilet must have a locking door for privacy, with easy -to -use exterior
operation.
• Units must be equipped with a toilet seat, lids, and adequate ventilation.
• Units must include hand sanitizer dispensers with eco-friendly sanitizers at
the point of use.
• All ADA units must be ADA-compliant, featuring wider doorways and spacious
interior dimensions to accommodate individuals with disabilities.
Health and Safety Standards:
• All portable toilets must comply with California State sanitation standards as
per the Department of Public Health directives.
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SCOPE OF SERVICES - 3
• Each unit must be maintained following guidelines issued by the Occupational
Safety and Health Administration (OSHA) to ensure worker and user safety.
• Regular cleaning and service must comply with the American National
Standards Institute (ANSI) standards for portable sanitation.
Other Standards:
The Contractor shall maintain work areas in a well -manicured, clean
appearance, and all work shall be performed in.a professional manner using
quality equipment.
The Contractor shall be responsible for any damages to public and/or private
property caused during the course of the work.
The Contractor shall recognize that during the course of this Agreement, the
City may have other contractors conducting other activities and/or operations
in the immediate vicinity of requested work. Contractor shall make every effort
to coordinate activities with existing operations. Other activities may include,
but are not limited to, the following:
Landscape refurbishment;
- Modification or repair of existing facilities;
- Construction; and
Storm related operations.
• All Contractor vehicles parked on site shall be secure at all times.
• Contractor shall ensure all precautions for safety are taken.
• Contractor shall obtain necessary building permits at no cost when required.
• The Contractor is responsible for all underground service alerts prior to
digging (DigAlert).
On -Call Services to be Provided
1. All portable toilets and hand washing stations must be clean, free of graffiti, and
in good working condition.
2. Toilets and hand washing stations shall be serviced daily, including weekends
and holidays, unless a reduced service schedule is approved by the City.
3. Each service visit shall include the following:
• Pump out waste.
• Remove litter.
Clean and disinfect both interior and exterior surfaces.
• Provide and replenish toilet paper, paper towels, seat. covers, fresh
deodorant, hand sanitizer, hand soap, and water, where applicable.
• Remove graffiti and/or stickers from both the interior and exterior of the
portable toilets and hand wash stations.
• Perform necessary repairs to ensure that toilets, and hand wash stations are
usable and maintain user privacy where applicable.
4. City staff will monitor the units for overall cleanliness and repair. Requests for
maintenance and/or cleaning shall be addressed within eight (8) hours for non -
emergency situations and within three (3) hours for emergencies.
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SCOPE OF SERVICES - 4
5. The City will not assume responsibility for stolen units, nor will the City be
responsible for repairing damaged units unless the damage was caused by City staff.
6. Portable toilets shall be enclosed with a door that can be locked from the inside
and include a commode, urinal, and dispensers for toilet paper and disposable paper
seat covers.
7. The Contractor shall provide and maintain a written service log affixed to the
inside of the portable toilet, listing the date of each service visit.
8. Portable toilets, and hand wash stations shall be placed on top of secondary
containment pans to capture gray water and cleaning solutions during servicing and
shall meet California run-off prevention regulations.
9. The portable toilet units listed in the schedule of bid items are defined as follows:
• Standard Portable Toilet:
- 4ft.x4ft.
• ADA Compliant Portable Toilet:
6 ft. x 6 ft. (with full wheelchair accessibility)
• Trailer -Mounted 3-Bay Comfort Station:
Shall not exceed 20'6" in length.
- Shall include two female restrooms and one male restroom.
• Concept Restrooms:
- Luxury units, also known as deluxe, VIP, ultra deluxe, concept, etc.
10. Service calls will be initiated by City staff, with no guarantee or implication of any
specific quantity of service call work during the contract term.
6-19
EXHIBIT B
SCHEDULE OF BILLING RATES
United Site Services of California, Inc. Page B-1
6-20
COST FILE
Exhibit B — Billing Rates
Item
Description
Unit
Price per D.
1
Standard Portable Toilet
Per Unit
$10
2
ADA Compliant Portable Toilet
Per Unit
$10
3
Trailer -Mounted 3-Bay Comfort Station
Per Unit
$1,954
(include delivery and set-up)
4
Concept Restroom
Per Unit
$150
5
Portable Hand Wash Station
Per Unit
$10
6
Hand Sanitizer Station
Per Unit
$17
Non-Emergency/Scheduled
7
Weekday (Mon. — Fri.)
Per Visit
$14
7:OOam to 4:30 m
$
Non-Emergency/Scheduled Weekday
Per Visit
$14
Before/After Hours
Non-Emergency/Scheduled
9
Weekend (Sat. — Sun.) & Holiday
Per Visit
$250
7:OOam to 4:30 m
Non-Emergency/Scheduled Weekend &
10
Holiday
Per Visit
$250
Before/After Hours
Emergency
11
Weekday
Per Visit
$225
7:OOam to 4:30 m
Emergency
12
Weekend & Holiday
Per Visit
$450
7:OOam to 4:30 m
Emergency
13
Weekday
Per Visit
$250
Before/After Hours
Emergency
14
Weekend & Holiday
Per Visit
$450
Before/After Hours
Item
Description
Unit
Price Per Unit
15
Delivery & Pickup Charge
Per Site
$25
if an
16
Emergency Delivery
Per Site
$25
if an
CPI ADJUSTMENT: Billing rates may be given an annual CPI increase up to 2% the first
anniversary of the contract and each anniversary thereafter as set forth in the Agreement.
6-21
EXHIBIT C
INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES
Provision of Insurance. Without limiting Contractor's indemnification of City, and
prior to commencement of Work, Contractor shall obtain, provide and maintain at
its own expense during the term of this Contract, policies of insurance of the type
and amounts described below and in a form satisfactory to City. Contractor agrees
to provide insurance in accordance with requirements set forth here. If Contractor
uses existing coverage to comply and that coverage does not meet these
requirements, Contractor agrees to amend, supplement or endorse the existing
coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
.business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial. Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance providing statutory benefits and Employer's
Liability Insurance with limits of at least one million dollars ($1,000,000)
each employee for bodily injury by accident and each employee for bodily
injury by disease 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 California law for all of the subcontractor's employees.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council,
boards. and commissions, officers, agents, volunteers, employees, and
any person or entity owning or otherwise in legal control of the property
upon which Contractor performs the Project and/or Services
contemplated by this Agreement.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance, and if necessary excess/umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than two million dollars ($2,000,000) per
occurrence, four million dollars ($4,000,000) general aggregate and four
million dollars ($4,000,000) completed operations aggregate. The policy
shall cover liability arising from premises, operations, products -completed
operations, personal and advertising injury, and liability assumed under an
United Site Servicesof California, Inc. Page C-1
6-22
insured contract (including the tort liability of another assumed in a business
contract).
C. Automobile Liability Insurance. Contractor shall maintain automobile,
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Contractor
arising out of or in connection with Work to be performed under this
Contract, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than two million dollars ($2,000,000)
combined single limit for each accident.
D. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability
policies are used to meet the limits of liability required by this contract, then
said policies shall be "following form" of the underlying policy coverage,
terms, conditions, and provisions and shall meet all of the insurance
requirements stated in this contract, including, but not limited to, the
additional insured and primary & non-contributory insurance requirements
stated herein. No insurance policies maintained by the City, whether
primary or excess, and which also apply to a loss covered hereunder, shall
be called upon to contribute to a loss until the Contractor's primary and
excess/umbrella liability policies are exhausted.
E. Pollution Liability Insurance. Contractor shall maintain a policy providing
contractor's pollution liability ("CPL") coverage with a total limit of liability of
no less than five million dollars ($5,000,000) per loss and five million dollars
($5,000,000) in the aggregate per policy period. Claims -made policies
require a 10-year extended reporting period. The CPL policy shall include
coverage for cleanup costs, third -party bodily injury and property damage,
including loss of use of damaged property or of property that has not been
physically injured or destroyed, resulting from pollution conditions caused
by contracting operations. Coverage as required in this paragraph shall
apply to sudden and non -sudden pollution conditions resulting from the
escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals,
liquids, or gases, waste, materials, or other irritants, contaminants, or
pollutants. The CPL shall also provide coverage for transportation and off -
Site disposal of -materials. The policy shall not contain any provision or
exclusion (including any so-called "insured versus insured" exclusion or
"cross -liability" exclusion) the effect of which would be to prevent, bar, or
otherwise preclude any insured or additional insured under the policy from
making a claim which would otherwise be covered by such policy on the
grounds that the claim is brought by an insured or additional insured against
an insured or additional insured under the policy.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
United Site Services of California, Inc. Page C-2
6-23
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Contract shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers,
employees, and any person or entity owning or otherwise in legal control of
the property upon which Contractor performs the Project and/or Services
contemplated by this Agreement or shall specifically allow Contractor or
others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to a loss. Contractor hereby waives its
own right of recovery against City, and shall require similar written express
waivers and insurance clauses from each of its subcontractors.
B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess/umbrella liability, pollution
liability, and automobile liability, if required, shall provide or be endorsed to
provide that City, its City Council, boards and commissions, officers, agents,
volunteers, employees, and any person or entity owning or otherwise in
legal control of the property upon which Contractor performs the Project
and/or Services contemplated by this Agreement shall be included as
additional insureds under such policies.
C. Primary and Non -Contributory. Contractor's insurance coverage shall be
primary insurance and/or the primary source of recovery with respect to
City, .its City Council, boards and commissions,officers, agents, volunteers
and employees. Any insurance or self-insurance maintained by City shall
be excess of Contractor's insurance and shall not contribute with it.
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar
days' notice of cancellation or nonrenewal of coverage (except for
nonpayment for which ten (10) calendar days' notice is required) for each
required coverage.
5. Additional AgreementsBetweenthe Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a.
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. All of the executed
documents referenced in this Contract must be returned to City within ten
(10) regular City business days after the date on the "Notification of Award".
Insurance certificates and endorsements must be approved by City's Risk
Manager prior to commencement of performance. Current certification of
insurance shall be kept on file with City at all times during the term of this
Contract. The certificates and endorsements for each insurance policy shall
be signed by a person authorized by that insurer to bind coverage on its
behalf. At least fifteen (15) days prior to the expiration of any such: policy,
evidence of insurance showing that such insurance coverage has been
United Site Services of California, Inc. Page C-3
6-24
renewed or extended shall be filed with the City. If such coverage is
cancelled or reduced, Contractor shall, within ten (10) days after receipt of
written notice of such cancellation or reduction of coverage, file with the City
evidence of insurance showing that -the required insurance has been
reinstated or has been provided through another insurance company or
companies. City reserves the right to require complete, certified copies of
all required insurance policies, at anytime.
B. City's Right to Revise Requirements. The City reserves the right at any time
during- the term of the Contract to change the amounts and types of
insurance required by giving Contractor sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Contractor shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Contractor shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage, subcontractors
shall provide coverage with a format at least as broad as CG 20 38 04 13.
D. Enforcement of Contract Provisions. Contractor acknowledges and agrees
that any actual or alleged failure on the part of City to inform Contractor of
non-compliance with any requirement imposes no additional obligations on
City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Exhibit A are not intended as a limitation on.
coverage, limits or other requirements, or a waiver of any coverage normally
provided by any insurance. Specific reference to a given coverage feature
is for purposes of clarification only as it pertains to a given issue and is not
intended by any, :party or insured to be all inclusive, or to the exclusion of
other coverage., or a waiver of any type. If the Contractor maintains higher
limits than the minimumsshownabove, the City requires and shall be
entitled to coverage for higher limits maintained by the Contractor. Any
available proceeds in excess of specified minimum limits of insurance and
coverage shall be available to the City.
F. Self -Insured Retentions. Contractor agrees not to,self-insure or to use any
self -insured retentions on any portion of the insurance required herein and
further agrees that it will not allow any indemnifying party to self -insure its
obligations to City. If Contractor's existing coverage includes a self -insured
retention, the self -insured retention must be declared to City. City may
United Site Servicesof California, Inc. Page C-4 6-25
review options with Contractor, which may include reduction or elimination
of the self -insured retention, substitution of.: other coverage,. or other
solutions. Contractor agrees to be responsible for payment of any
deductibles on their policies.
G. City Remedies for Non -Compliance. If Contractor or any subcontractor fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Contract, or to suspend Contractor's right to proceed until proper evidence
of insurance is provided. Any amounts paid by City shall, at City's sole
option; be deducted from amounts payable to Contractor or reimbursed by
Contractor upon demand.
H. Timely Notice of Claims. Contractor shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Contractor's
performance under this Contract, and that involve or may involve coverage
under any of the required liability policies. City assumes no obligation or
liability by such notice, but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
I. Contractor's Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgement may be necessary for its proper protection and prosecution of
the Work.
J. Coverage Renewal. Contractor will renew the coverage required here
annually as long as Contractor continues to provide any Work under this or
any other Contract or agreement with City. Contractor shall provide proof
that policies of insurance required herein expiring during the term of this
Contract have been renewed or replaced with other policies providing at
least the same coverage. Proof that such coverage has been ordered shall
be submitted prior to expiration. A coverage binder or letter from.
Contractor's insurance agent to this effect is acceptable. A certificate of
insurance and/or additional insured endorsement as required in these
specifications applicable to the renewing or new coverage must be provided
to City with five (5) calendar days of the expiration of the coverages.
K. Maintenance of General Liability Coverage. Contractor agrees to maintain
commercial general liability coverage for a period of ten (10) years after
completion of the Project or to obtain coverage for completed operations
liability for an equivalent period.
United Site Services of California, Inc. Page C-5
6-26