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HomeMy WebLinkAboutClearWater Cleaning Services A '?; \ fo (a. CITY OF AUBURN AGREEMENT FOR SERVICES THIS AGREEMENT made and entered into on this 13~ day of --..C!1aJ::c.n , 2006, by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as "City", and ClearWater Cleaning Services. 3902 West Vallev Hwy # 114. Auburn. W A 98001, hereinafter referred to as the "Provider." WITNESSETH: WHEREAS, the City is leasing commercial office space, and is in need of certain janitorial services for said space; and, WHEREAS, the City desires to retain the Provider to provide such services; and, WHEREAS, the Provider is qualified and able to provide such services, and is willing and agreeable to provide such services upon the terms and conditions herein contained. NOW, THEREFORE, the parties hereto agree as follows: 1. Scope of Services. The Provider agrees to perform in a good and professional manner the tasks described on Exhibit "A" attached hereto and incorporated herein by this reference. (The tasks described on Exhibit "A" shall be individually referred to as a "task," and collectively referred to as the "services.") The Provider shall perform the services as an independent contractor and shall not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City. 2. Additional Services. From time to time hereafter, the parties hereto may agree to the perfomlance by the Provider of additional services with respect to related work or projects. Any such agreement(s) shall be set forth in writing and shall be executed by the resp(:ctive parties prior to the Provider's performance of the services there under, except as may be provided to the contrary in Section 3 of this Agreement. Upon proper completion and execution of an addendum (agreement for additional services), such addendum shall be incorporated into this Agreement and shall have the same force and effect as if the terms of such addendum were a part of this Agreement as originally exeeuted. The performance of services pursuant to an addendum shall be subject to the terms and conditions of this Agreement except where the addendum provides to the contrary, in which case the terms and conditions of any such addendum shall control. In all other respects, any addendum shall supplement and be construed in accordance wilth the terms and conditions of this Agreement. 3. Performance of Additional Services Prior to Execution of an Addendum. March 8, 2006 Page 1 of 12 H _..__._..'...__.___..,,__,___ ......_..___._..~.. ___...~__________.____..___~__ ------.------- The parties hereby agree that situations may arise in which services other than those described on Exhibit "A" are desired by the City and the time period for the completion of such servIces makes the execution of addendum impractical prior to the commencement of the Provider's performance of the requested services. The Provider hereby agrees that it shall perform such services upon the oral request of an authorized representative of the City pending execution of an addendum, at a rate of compensation to be agreed to in connection therewith. The invoice procedure for any such additional services shall be as described in Section 7 of this Agreement. 4. Provider's Representations. The Provider hereby represents and warrants that he has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform such servIces. 5. Citv's Responsibilities. The City shall do the following in a timely manner so as not to delay the services of the Provider: a. Designate in writing a person to act as the City's representative with respect to the servIces. The City's designee shall have complete authority to transmit instructions, receive information, interpret and define the City's policies and decisions with respect to the services. b. Furnish the Provider with all information, criteria, objectives, schedules and standards for the project and the services provided for herein. c. Arrange for access to the property or facilities as required for the Provider to perform the services provided for herein. d. Provide paper supplies, soap, and dumpster. e. Maintain a log to report maintenance problems as noted. f. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other documents prepared by the Provider and render decisions regarding such documents in a timely manner to prevent delay of the services. 6. Acceptable Standards. The Provider shall be responsible to provide, in connection with the services contemplated in this Agreement, work product and services of a quality and professional standard acceptable to the City. 7. Prevailing Wages The Provider shall comply with every provision of Revised Code of Washington Chapter 39.12. A copy of a Statement of Intent to Pay Prevailing Wages, approved by the Industrial Statistician of the Department of Labor & Industries, must be submitted to the City prior to any payment for services rendered. An Affidavit of Wages Paid must be received by the City prior to issuance of final payment. Should the term of this agreement go beyond one year, the wages that the Provider shall pay its employees must be altered annually to recognize and follow the most recently promulgated increases in prevailing wages each year after the first year of the contract period. March 8, 2006 Page 2 of 12 -'-"--..-- --,._."....._._-_._--~-~----~-----~..~--~_...-.,.,---- 8. Background Investigations Due to the security requirements of the locations at which the Provider will provide services under this Agreement, all Provider personnel with access to City facilities will be required to submit to a background investigation, including fingerprinting, prior to being granted such access. "Individuals who fail the background check shall not be assigned to work at City facilities. 9. Compensation. As compensation for the Provider's performance of the services provided for herein, the City shall pay the Provider the fees and costs specified on Exhibit "B" attached hereto and made a part hereof (or as specified in an addendum). The Provider shall submit to the City an invoice or statement of time spent on tasks included in the scope of work provided herein, and the City shall process the invoice or statement in the next billing/claim cycle following receipt of the invoice or statement, and shall remit payment to the Provider thereafter in the normal course, subject to any conditions or provisions in this Agreement or addendum. The Agreement number must appear on all invoices submitted. 10. Time for Performance and Term of Agreement. The Provider shall not begin any work under this Agreement until authorized in writing by the City. The Provider shall perform the services provided for herein in accordance with the direction and scheduling provided on Exhibit "A" attached hereto and incorporated herein by this reference, unless otherwise agreed to in writing by the parties. The Term of this Agreement shall run from the date of execution he:reof through December 31, 2006, and shall automatically renew upon January 1 st of each subsequent year unless one party hereto provides the other party with written notice of its intent to not renew the Agreement at least 30 days prior to the renewal date. 11. Ownership and Use of Documents. All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings and any other materials created or otherwise: prepared by the Provider as part of his performance of this Agreement (the "Work Products") shall be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City. 12. Records Inspection and Audit. All compensation payments shall be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement shall be subject to inspection and audit by the City for a period of up to three (3) years from the final payment for work performed under this Agreement. 13. Continuation of Performance. In the event that any dispute or conflict arises between the parties while this Contract is in effect, the Provider agrees that, notwithstanding such dispute or conflict, the Provider March 8, 2006 Page 3 of 12 ~"--_. -...........--..----... " .- - ~_._._---_.__.._-_..._..._---_._------~-_.~-~_.---,...,--- "- shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 14. Administration of Agreement. This Agreement shall be administered by Kreg Anderson, on behalf of the Provider, and by the Mayor of the City, or designee, on behalf ofthe City. Any written notices required by the terms of this Agreement shall be served on or mailed to the following addresses: City of Auburn Provider Auburn City Hall ClearWater Cleaning St~rvices 25 West Main 3902 West Valley Hwy #114 Auburn, WA 98001-4998 Auburn, W A 98001 (253) 931-3000 FAX (253) 804-3116 (253) 939-6550 15. Notices. All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above, or if to a person not a party to this Agreement, to the address designated by a party to this Agreement in the foregoing manner. Any party may change his, her or its address by giving notice in writing, stating his, her or its new address, to any other party, all pursuant to the procedure set forth in this section of the Agreement. 16. Insurance. The Provider shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Provider, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Provider shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to March 8, 2006 Page 4 of 12 _._---~"'" -_._-"----_._._._-,~--_.- .~._--_.".._- provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. There shall be no endorsement or modification of the Comm,ercial General Liability insurance for liability ansmg from explosion, collapse or underground property damage. The City shall be named as an insured under the Provider's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 1001 or substitute endorsements providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Provider shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1 ,000,000 per accident. 2. Commercial General Liability i.nsurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Provider's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Provider's insurance and shall not contribute with it. 2. The Provider's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. E. Verification of Coverage Provider shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the msurance requirements of the Provider before commencement of the work. F. Subcontractors March 8, 2006 Page 5 of 12 .-----...-"'.- -'-'" -----..--.-.---.------...-- '-~.- - Provider shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All ,coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Provider. G. No Limitation Provider's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Provider to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. 17. Indemnification. The Provider shall indemnify defend and hold harmless the City and its officers, officials, agents and employees, or any of them from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, by any reason of or arising out of the act or omission of the Provider, its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement. If a final judgment is rendered against the City, its officers, agents, employees and/or any of them, or jointly against the City and the Provider and their respective officers, agents and employees, or any of them, the Provider shall satisfy the same to the extent that such judgment was due to the Provider's negligent acts or omissions. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Provider and the City, its officers, officials, employees, and volunteers, the Provider's liability hereunder shall be only to the extent of the Provider's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Provider's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 18. Assignment. Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement shall be deemed to release the assignor from any liability or obligation under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. 19. Nondiscrimination The Provider may not discriminate regarding any services or activities to which this Agreement may apply directly or through contractual, hiring, or other arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or where there is the presence of any sensory, mental or physical handicap. 20. Amendment. Modification or Waiver. March 8, 2006 Page 6 of 12 -- .-.~- - '.-...--.-.-..--.------. . .'. --..-...-.--'------.,---'-..___,_._~_"..,___..__.m_______.__..... "- No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waIver. Any waiver by any party of any default of the other party shall not effect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 21. Termination and Suspension. Either party may terminate this Agreement upon written notice to the other party if the other party fails substantially to perform in accordance with the terms of this Agreement through no fault of the party terminating the Agreement. The City may terminate this Agreement upon not less than seven (7) days written notice to the Provider if the services provided for herein are no longer needed from the Provider. If this Agreement is terminated through no fault of the Provider, the Provider shall be compensated for services performed prior to termination in accordance with the rate of compensation provided in Exhibit "B" hereof. 22. Parties in Interest. This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties hereto and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 23. Costs to Prevailing Party. In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the substantially prevailing parties in any such action shall be entitled to receive its reasonable costs and attorney's fees which shall be fixed by the judge hearing the case and such fee shall be included in the judgment. 24. Applicable Law. This Agreement and the rights of the parties hereunder shall be governed by the interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be in the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington; provid(~d, however, that it is agreed and understood that any applicable statute of limitation shall commence no later than the substantial completion by the Provider of the services. 25. Captions. Headings and Titles. March 8, 2006 Page 7 of 12 -~._..-_.. - ~"'-"---"'-'-"""- - ------- -----_._--..-,.."..._~ All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall inc1ude the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 26. Severable Provisions. Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity ofthe remainder of this Agreement. 27. Entire Agreement. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 28. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each ofthe parties and delivered to the other party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. ~ CLEARWATER CLEANING SERVICES .----::> ;.:,4v~~6~ ....j --~ Peter B. Lewis, Mayor Title: ~~I a'Cj'"'\i-., Attest: ~ Name: Title: March 8, 2006 Page 8 of 12 ~--~.. _ __._.m._. ""_._'m_~__~".._ --~'-'------'--'--""'--~- ~ STATE OF WASHINGTON ) K: AJ c.-- ) ss. COUNTY OF ) daYOf~~ ,200 6 , before me, personally and c.- , to 1- and of the Service Provider, the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument. GIVEN under my hand and official seal this /.3.b- dayof ~~ ,200.-f. ,.,,,,,.........,',,,,, J{)aM ~~ ...... u.E ~ '" ...... ~~ () " --;t. ......... ~" iQ ",";i.\SS'o..v~'" ~/ NOTARY PUBLIC in and for the State of - . o~ '+. . ~ - . ,",Or. '0' ~ ::'0 ~ ~\;~ Washington, residing at ~~ ~ :: ... :.t-m: ~ ~ ((J i A .... '" : , My Commission Expires: It) ZS-177 ~ A ~ U8llC : ~ ~ ",A. '. .' ~ - " ~..'/o ..0 : " O...:2S.01.....~ .: " ~ ........ ~ -- "'" WAS\'\\ ......-- '" "".................. March 8, 2006 Page 9 of 12 ^' -~-~--'----~---_...._----, ,"- -~~._--.._"._._"---_.----_._._.,. - EXHIBIT A SCOPE OF WORK Re!!ularlv scheduled janitorial work: Service to be provided at: Two 1 ST SE. AUBURN W A 98002-5453 Days of Service: Mondav. Wednesdav. Friday Service to be performed between: 6:00 p.m. and 5:00 a.m. Lobby. Halls & Offices: Low dusting of all surfaces daily Clean & disinfect doors daily Hard floors dust mopped daily Hard floors damp mopped daily Vacuum carpeted traffic ways dail y Empty garbage & recycling bins daily Vacuum edges & corners weekly High dusting of all surfaces weekly Restrooms: Clean & disinfect floors daily Clean & disinfect toilet daily Clean & disinfect sink daily Clean & disinfect mirror dail y Empty garbage cans daily Break room: Low dusting of all surfaces & under counter daily Empty all garbage & recycle bins daily High dusting of all surfaces daily Hard floors dust mopped daily Hard floors damp mopped daily Vacuum traffic ways daily Clean & disinfect exterior of appliances weekly Vacuum edges & corners weekly Clean & disinfect all counters weekly Periodic Work: Clean windows, interiors & exteriors monthly Clean carpets quarter! y Deep scrub entrance tile quarter! y March 8, 2006 Page IO of 12 ~_.._-" _..~--_._--""-_.,-,. ._"--_.._--~.._------_..~ -~--"- EXHIBIT A, continued SCOPE OF WORK On-call janitorial work: Service to be provided at: locations identified at time of initial call for support Days of Service: on an as needed basis Service typically to be performed between: 4:30 p.m. and 1 :00 a.m. Provide on-call janitorial services on an as needed basis to augment City janitorial staff at other City facilities. The City will provide all cleaning supplies and equipment for on-call workers. March 8, 2006 Page II of 12 -~..._-..- EXHIBIT B FEES Provider will conduct those regularly scheduled janitorial services as established and in accordance with the schedule on Exhibit A of this document for the amount of four hundred twenty-five dollars and no cents ($425.00) per month. Provider will supply on-call janitorial services for twenty three dollars and forty-five cents ($23.45) per hour. March 8, 2006 Page 12 of 12 -".",,'"---,. -""--'~-"_.__."--'- .__._---"'._---"--,--~-_._._---_........-