HomeMy WebLinkAbout3 PSA COR Janitorial ServicesPAGE 1 OF 8
THIS AGREEMENT (“Agreement”) is made as of the day of , 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 , (“Contractor”),________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 “Frequency Schedule.” The Costs
associated with each site and service frequencies 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 xxx xx, xxxx. 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.
B. In the event this Agreement is terminated by the City, the Contractor shall be 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
Groundskeeping Maintenance Agreement
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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 disputed charges. 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 $ 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.lni.wa.gov/TradesLicensing/PrevWage/default.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
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
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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
Director 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.
8. 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 death to 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
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
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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 Parties have 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:
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.
B. 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’s insurance
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.
10. 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
with regard to the services performed or to be performed under this Agreement,
shall not discriminate on the basis of race, color, sex, religion, nationality, creed,
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
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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 whole or
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 made by 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.rentonwa.gov/Tax
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing-business/register-my-business
13. Record Keeping and Reporting: Contractor shall maintain accounts and records, which
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properly reflect all direct and indirect costs expended and Services provided in the
performance of this Agreement. The Contractor agrees to provide access to and copies of
any records related to this Agreement as required by the City to audit expenditures and
charges and/or to comply with the Washington State Public Records Act (Chapter 42.56
RCW).
14. Public Records Compliance. To the full extent the City determines necessary to comply with
the Washington State Public Records Act, Contractor shall make a due diligent search of all
records in its possession, including, but not limited to, e-mail, correspondence, notes, saved
telephone messages, recordings, photos, or drawings and provide them to the City for
production. In the event Contractor believes said records need to be protected from
disclosure, it shall, at Contractor’s own expense, seek judicial protection. Contractor shall
indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees,
attendant to any claim or litigation related to a Public Records Act request for which
Contractor has responsive records and for which Contractor has withheld records or
information contained therein, or not provided them to the City in a timely manner.
Contractor shall produce for distribution any and all records responsive to the Public
Records Act request in a timely manner, unless those records are protected by court order.
15. Other Provisions:
A. Administration and Notices. Each individual executing this Agreement on behalf of
City and Contractor represents and warrants that such individuals are duly
authorized to execute and deliver this Agreement on behalf of City or Contractor.
Any notices required to be given by the Parties shall be delivered at the addresses
set forth below. Any notices may be delivered personally to the addressee of the
notice or may be deposited in the United States mail, postage prepaid, to the address
set forth below. Any notice so posted in the United States mail shall be deemed
received three (3) calendar days after the date of mailing. This Agreement shall be
administered by and any notices should be sent to the undersigned individuals or
their designees.
CITY OF RENTON
Contract/Project Manager Name
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-XXXX
E-mail Address
Fax: (425) 430-XXXX
CONTRACTOR
Contract/Project Manager Name
Street Address
City, State Zip
Phone: (XXX) XXX-XXXX
E-mail Address
Fax: (XXX) XXX-XXXX
B. Amendment and Modification. This Agreement may be amended only by an
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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,
codes and 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
prepared by 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.
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 other provision
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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:
CONTRACTOR
By:
Armondo Pavone
Mayor, City of Renton
1055 South Grady Way
Renton, WA 98057
Name
Title, Company
Mailing Address
Town,State,Zip
Date
Date
Attest
Jason A. Seth
City Clerk
Approved as to Legal Form
By:
Shane Moloney
City Attorney, City of Renton
Clb 8/20/21 (1708) Non-standard
Clb 7/31/24 H/all civil/contracts/ templated /small
works/NS
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