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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.
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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.
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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
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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
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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
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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.
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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.
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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
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Peter B. Lewis, Mayor
Title: ~~I a'Cj'"'\i-.,
Attest:
~ Name:
Title:
March 8, 2006
Page 8 of 12
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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.
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iQ ",";i.\SS'o..v~'" ~/ NOTARY PUBLIC in and for the State of
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::'0 ~ ~\;~ Washington, residing at ~~ ~
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~ ((J i A .... '" : , My Commission Expires: It) ZS-177
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March 8, 2006
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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
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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
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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
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