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HomeMy WebLinkAboutContractJanitorial Service/ Maintenance Agreement THIS AGREEMENT ("Agreement") is made as of the 2nd day of December 2024, (the "Effective Date") by and between the City of Renton, a non-charter code city under RCW 35A, and a municipal corporation under the laws of the State of Washington ("City"), through its Public Works Department and Facilities division, ("Contractor"),CCS Facility Services - Washington Inc a company,who are collectively referred to as the "Parties", to provide Janitorial Services, City and Contractor agree as set forth below. 1.Scope of Services: Contractor will provide all material and labor necessary to perform all work described in the Proposal which is attached and fully incorporated into this Agreement by reference as Attachment "A" -the "Scope Chemicals and Frequency Schedule." The Costs associated with each site and Locations are referenced in this Agreement as Attachment "B". 2.Changes in Scope of Services: City, without invalidating this Agreement, may order changes to the Scope of Services consisting of additions, deletions or modifications, the Agreement Sum being adjusted accordingly by Parties mutual agreement. Such changes in the work shall be authorized by written Change Order signed by the Parties. 3.Time of Performance: Contractor shall commence performance of the Agreement no later than 30 calendar days after the Agreement's Effective Date. 4.Term of Agreement: The Term of this Agreement shall end at completion of the Scope of Services, on December p t 2025. This Agreement may be extended to accomplish change orders, if required, upon mutual written agreement of City and Contractor. Termination: A.The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten (10) calendar days' notice to the Contractor in writing. The Contractor reserves the right to terminate this Agreement at any time, with or without cause by giving sixty (60} calendar days' notice to the City in writing. B.In the event this Agreement is terminated by either party, the Contractor shall be Janitorial Agreement Page 1 of9 CAG-24-313 entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the City after partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Contractor an equitable share of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement or from withholding payment for reasonably disputedcharges. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. 5.Agreement Sum: The total amount of this Agreement is the sum of $392,458.56 which includes Washington State Sales Tax. This amount may be adjusted to a mutually agreed amount based on changes to the Scope of Services. 6.Consideration: In exchange for Contractor's performance of the items and responsibilities identified in the Scope of Services, City agrees to make payment of the amount identified as the Agreement Sum. 7.Prevailing Wage/ Method of Payment/ Retainage/ Bonding: Payment by the City for the Work will only be made after the Work has been performed and a voucher or invoice is submitted in a form acceptable to the city. A.Prevailing Wage Rates: Contractor must comply with the State of Washington prevailing wage requirements. Contractor must file an Intent to Pay Prevailing Wage at the beginning of the project and at the beginning of each calendar year and an Affidavit of Wages Paid at the end of each calendar year and at the end of the project with the Washington State Department of Labor and Industries. *Final payment will be held until Affidavit of Wages Paid is submitted for each period/calendar year or end of project. The State of Washington prevailing wage rates applicable for this project, which is located in King County, may be found at the following website address of the Department of Labor and Industries: http://www. In i. wa .gov /Trad es Lice nsing/PrevWage/ defa u It.asp http://www.lni.wa.gov/TradesLicensing/PrevWage/WageRates/default.asp Pursuant to WAC 296-127-011, the applicable effective date for prevailing wage rates paid for the duration of this contract shall be the date the contract is executed as reflected in the "Effective Date" identified at the top of the first page of this Agreement. Upon request, the City will provide a copy of the applicable prevailing wages for this Janitorial Agreement Page 2 of9 8. project. Alternatively, the rates may be viewed at the City of Renton City Hall by making an appointment with the contact person identified herein or prior to contract award with the contact person identified as the City of Renton contact in Paragraph 15 Notices of this agreement. B.City shall have the right to withhold payment to Contractor for any work not completed in a satisfactory manner until such time as Contractor modifies such work so that the same is satisfactory. C.Final Acceptance. Final Acceptance of the Project occurs when the Public Works Administrator has determined that the Project is one hundred percent (100%) complete and has been constructed in accordance with the Plans and Specifications. D.Payment in the Event of Termination. In the event this Contract is terminated by the either party, the Contractor shall not be entitled to receive any further amounts due under this Contract until the work specified in the Scope of Work is satisfactorily completed, as scheduled, up to the date of termination. At such time, if the unpaid balance of the amount to be paid under the Contract exceeds the expense incurred by the City in finishing the work, and all damages sustained by the City or which may be sustained by the City or which may be sustained by the reason of such refusal, neglect, failure or discontinuance of Contractor performing the work, such excess shall be paid by the City to the Contractor. If the City's expense and damages exceed the unpaid balance, Contractor and his surety shall be jointly and severally liable therefore to the City and shall pay such difference to the City. Such expense and damages shall include all reasonable legal expenses and costs incurred by the City to protect the rights and interests of the City under the Contract. Hold Harmless: Contractor shall indemnify, defend and hold harmless City, its elected officials, officers, agents, employees and volunteers, from and against any and all claims, losses or liability, or any portion of the same, including but not limited to reasonable attorneys' fees, legal expenses and litigation costs, arising from injury or deathto persons, including injuries, sickness, disease or death of Contractor's own employees, agents and volunteers, or damage to property caused by Contractor's negligent act or omission, except for those acts caused by or resulting from a negligent act or omission by City and its officers, agents, employees and volunteers. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate ... ) 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 Janitorial Agreement Page 3 of9 contractor and City, its officers, officials, employees and volunteers, Contractor's liability shall be only to the extent of Contractor's negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Contractor's waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Partieshave mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 9.Insurance: Contractor shall secure and maintain: 10. A.Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. 8.Professional liability insurance, in the minimum amount of $1,000,000 for each occurrence, shall also be secured for any professional services being provided to City that are excluded in the commercial general liability insurance. C.Workers' compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D.Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Contractor's vehicles on the City's Premises by or on behalf of the City, beyond normal commutes. E.It is agreed that on Contractor's commercial general liability policy, the City will be named as an Additional Insured on a non-contributory primary basis. City'sinsurance policies shall not be a source for payment of any Contractor liability. F.Subject to City's review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to City before executing the work of this Agreement. G.Contractor shall provide City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Contractor agrees as follows: A.Contractor, and Contractor's agents, employees, representatives, and volunteers withregard to the services performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, Janitorial Agreement Page 4 of9 marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of services or any other benefits under this Agreement, or procurement of materials or supplies. B.The Contractor will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C.If Contractor fails to comply with any of this Agreement's non-discrimination provisions, City shall have the right, at its option, to cancel the Agreement in wholeor in part. D.Contractor is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws and worker's compensation. 11.Independent Contractor: Contractor's employees, while engaged in the performance of any of Contractor's services under this Agreement, shall be considered employees of the Contractor and not employees, agents, representatives of City and as a result, shall not be entitled to any coverage or benefits from the City of City. Contractor's relation to City shall be at all times as an independent contractor. Any and all Workman's Compensation Act claims on behalf of Contractor employees, and any and all claims madeby a third-party as a consequence of any negligent act or omission on the part of Contractor's employees, while engaged in services provided to be rendered under this Agreement, shall be the solely Contractor's obligation and responsibility. 12.City of Renton Business License: Unless exempted by the Renton Municipal Code, Contractor shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https://www. re ntonwa .gov /Tax Information regarding State business licensing requirements can be found at: Janitorial Agreement Page 5 of9 B.Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. C.Assignment and Subcontract. Contractor shall not assign or subcontract any portion of this Agreement without the City of Renton's prior express written consent. D.Compliance with Laws. Contractor and all of the Contractor's employees shall perform the services in accordance with all applicable federal, state, county and city laws, codesand ordinances. A copy of this language must be made a part of any contractor or subcontractor agreement. E.Conflicts. In the event of any inconsistencies between contractor proposals and this contract, the terms of this contract shall prevail. F.Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. G.Joint Drafting Effort. This Agreement shall be considered for all purposes as preparedby the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. H.Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. I.Severability. A court of competent jurisdiction's determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. J.Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. K.Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. Janitorial Agreement Page 7 of9 L.Waivers. All waivers shall be in writing and signed by the waiving party. Either party's failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either City or Contractor from enforcing that provision or any otherprovision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of Effective Date. CITY OF RENTON By: __________ _ Armando Pavone Mayor, City of Renton 1055 South Grady Way Renton, WA 98057 Date Attest Jason A. Seth City Clerk Approved as to Legal Form By: _________ _ Shane Moloney City Attorney, City of Renton Clb 8/2/24 NS 3127 Clb 10/28/24 NS 3127 Janitorial Agreement Page 8 of9 CONTRACTOR By:Ca�u< Regional Vice, President, CCS Facility 296 SW 43rd Street Renton, WA 98057 I I· 1./l-• 2-02 't Date 12/2/2024 Approved by Cheryl Beyer via email 11/7/2024