HomeMy WebLinkAboutContract r
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AGREEiVIEIVT FOR SEVERE WEA7`HER SHELTER
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THIS AGREEMENl', dated Novembe"r 23, 2016, is by and between the City of Reriton (the °City"),
a Washington municipal corporation, and Renton Ecumenical Association of Churches
("Agency"), organized under the lows of the State of 1Nashi'ngton. The City and the Agency are
referred to collectively in this Agreement as ttie "Parties." Once fully executed by the Parties,
this Agreement is effective as of the'last date signed by both parties.
1. Scope ofi V11ork: Agency agrees to provide a maximum of 400 hours staffing to the severe
weather shelter at 300 Rainier Avenue N, Renton, WA, or wherever else it may be sited,
as specified in Exhibit A, which is attached and incorporated herein and may hereinafter
be referred to as the "Work."
2. Chan�es in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such
changes to the Work shall 6e ordered by the City in writing and the Compensation shall
be equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise
mutually agreed by the Parties.
3. Time of Performance: Agency shall commence performance of the Agreement
pursuant to the schedule(s)set forth in Exhibit A. All Work shall be performed by no later
than April 1, 2017.
4. Compensation:
A. Amount. Total compensation to Agency for Work provided pursuant to this
Agreement shall not exceed $5,000. The Agency agrees that any hourly or flat rate
charged by it for its Work shall remain locked at the negotiated rate(s) unless
otherwise agreed to in writing orprovided in Exhibit A. Except as specifically provided
herein,the Agency shall be solely responsible for payment of any taxes imposed as a
result of the performance and payment of this Agreement.
B. Method of PaVment. On a monthly or no less than quarterly basis during any quarter
in which Work is perfarmed, the Agency shalf submit a voucher or invoice in a form
specified by the City, including a description of what Work has been performed, the
name of the personnel performing such Work, and any hourly labor charge rate for
such personnel. The Agencyshall also submita final bill upon completion of all Work.
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Payment shall be made by the City for Work performed witFiin thirty {30) calendar
days after receipt and approval bythe appropriate City representative ofthe voucher
or invoice. If the Agency's performance does not meet the requirements of this
Agreement, the Agency will correct or modify its performance to comply with the
Agreement. The City may withhold payment for work that does not meet the
requirements of this Agreement.
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C. Effect of Pavment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Agency for failure of the Agency to
' perform the Work or for any breach of this Agreement by the Agency.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Wark for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. l'ermination:
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 Agency in writing. In the event
of such termination or suspension, all finished or unfinished documents,data,studies,
worksheets, models and reports, or other material prepared by the Agency pursuant
to this Agreement shall be submitted to the City, if any are required as part of the
Work.
B. In the event this Agreement is terminated by the City, the Agency 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 bythe City after partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
: Agency an equitable share of the fixed fee. This provision shalf 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 and such charges due to the City shall be
deducted from the final payrnent due the Agency. No payment shall be made bythe
, City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing bythe City.
6. Warranties And Right To llse Work Product: Agency represents and warrants that
Agency will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with alI reasonable and professional standards
and laws. Compliance with professional standards includes,as applicable, performingthe
� VVork in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bride and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
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RGW :18.43;070: Agency fu'rther `represents and v+iarrants that all #inal �wbrk product �
created.for and delivered to the City pursuant to this Agreement shall,be the original work
of the Agency�rrd free from any inteilectual property encumb�ance which wo,uld r:estrict
the Gity from using th�e work p:rodu.ct. Agency gr'ants to the City a •non,exclusive,
perpetual right antl license to use,.reproduce, distribute, adapt, modify, and display all
final work-prod.uct produced pursuant to this Agreement. The Gity's or other's
adaptation, mQdification or use of the final work p,roducts other than for the purposes of
this Agreement shall be without l.iabilityto the,4gency.The provisions ofthis section shall
survive th.e ex irat
' p ion o�r termination of this Agreement. '
7. Record Maintenance: The Agency shall maintain accounts and records,_which p"roperly
ceflect all direct and indicect costs expended and Work provided in the perforriaance of
this Agreement and r�etain such records-for as Iong as may be required by applicable
Washington State records retention laws, but in any event no less.than six years after the
termination of this Agreement. The Agency agrees to provide access to and copies of any
records related to this Agreement as required by the City to audit expend.itures and
charges and/or to comply with th'e_Washington State Public Records Act (Ch"apter 42:56
RG1N): Th'e provisions of this section_shall survive the expiration 'or.>termination of this
Agreement.
8. Public Records Compliance: To the full exte'nt the City determines necessary to comply
with the Washington State Pu'blic Reco�rds Act,Agencyshall make a tlue diligent search of�
all records in its possession or control relating to this Agreement and the Work, including,
but not limited to,e=mail,correspondence,notes,saved telephone messages, recordings,
photos, or clrawings and provide them to the City for production. In the event Agency
believes said records need to be protected from disclosure, it may, at Agency's own
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expe,nse,seek judicial p,rotection. Agency shall indemnify, defend, and hold harmless the
Cit for all costs, includ'� �
y ing attorneys'fees; attendan"t to any claim or litigation related to
a Public Reco.r.`ds Act request fo"r which Agency'tias responsive records and for which
Agency h'as withheld records or information confained therein, or nof provided them to
� the City in a fimely manner. Agency shall p"roduce `for tlistribution any and all records
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responsive to the Public Records Act request in a timely manner; unless those records are
protected by court order. l'he provisions of this section shall survive the expiration or
t,ermination of this Agreement.
9. Independent Contractor Relationship:
A. The Agency is retained 6y the City only for the purposes and to the e�ent set forth in
this Agreement. The nature of the relationship between fhe Agency and the City
during the period of the Work shall be that of ;an independent contractor, not
em;ployee. The Agency, not the City; shall.have the power to cohtrol and :direct the
details; manner or means of Wor,k. Specifically, bu,t,not by means of limitation, the
Agency sh'all have no.obligation to work any particular hours or particula�schedule,
unless otherwise indicated,in the Scope of Work or where:scheduling of atteradance
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or performance is mutually arranged due to the nature of the Work. Agency shall
retain the right to designate the means of performing the Work eovered by this
agreement, and the Agency shall be entitied to employ other workers at such
compensation and such other conditions as it may deem proper, provided, however,
that any contract so made by the Agency is to be paid by it alone, and that ernploying
such workers, it is acting individually and not as an agent for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to Agency or
' any employee of the Agency.
: C. If the Agency is a sole proprietorship or if this Agreement is with an individual, the
Agency agrees to notify the City and complete any required form if the Agency retired
under a State of Washington retirement system and agrees to indemnify any losses
the City may sustain through the Agency's failure to do so. �
10. Hold Harmless: The Agency agrees to release, indemnify, defend, and hold harmless the
City, elected officials, employees, officers, representa"tives, and Volunteers from any and
all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees,
penalties, expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or
by any and all persons or entities,arising from, resulting from, or related to the negligent
acts, errors or omissions of the Agency in its performance of this Agreement or a breach
of this Agreement by Agency, except for that portion of the claims caused by the City's
sole negligence.
� 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
Agency and the City, its officers, officials, employees and volunteers, Agency's liability
shall be only to the extent of Agency's negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Agency'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 ofthis section shall survive
the expiration or termination of this Agreement.
11. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
, person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City's Code of Ethics and state law,the Agency shall not give a gift of any kind to
City employees or officials. Agency also confirms that Agency does not have a business
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interest or a close family relationship with any`City office�or employee who:was;is, or
will be involved`-in setecting�the Agency, negotiating ar administering thisAgreement, or
evaluating the Agency's performance of the Work:
12. CitV of Renton Business License: The Agency shall obtain a :'City of Renton Business
License priorto'performing�any Work and maintain the business license..in good standing
throughout'the term of this agreement-with the City. Informatio,n regarding-acquiring a
city business license can be found at:
http://rentonwa.�ov/business/default.aspx?id=548&mid=328. Information regarding
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State busin�ess licensing requirements can be fourid ' at:
http:/1dor.wa.�oV%content/doin�businesslre�istermvbusiness/ .
13. Insurance: Agency shall secure.and maintain:
A� Comrner.cial generai liability insurance in the minimum amounts of$1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that 1Nork tlelivered pursuant to this Agreerrien't �either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be pr.ovided with minimum limits of $1,000,000 per
occurrence. "Professional Services",for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C. Workers' compensation coverage, as required by the Industrial lnsurance laws'of the
State of Washington,shall also 6e secured. ,
D. Commercial Automobife Liabilityfor owned,leasetl,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 ofAgency's vehicles on the City's Premises by or on behalf
of the City, beyond normal commutes.
E. Agency shall name the City as an Adclitional Insured on its commercial general liability
policy on a hon-contributory`primary basis. �The City's insurance policies shall not be
a source for payment of any Agency liabilify, no,r sha'li the maintenance of any
insurance required b�y this Agreement be construed to limit tlie liabitity of Agency to
the coverage provide'd by such insurance or'othe"rwise timit fhe�City's reeou'rse to any
�emedy available at law or in equity. '
F. Subject to the City's review and acceptance, a ce�rtificate of insurance showing the
proper endorsements,shall be delivered to the City before performing the Vl/ork.
G. Agencyshall provide the City'with written notice of anypolicy cancel.lation,;with'in two
(2) business'daysofthe;ir receipt-of such notice.
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14. Dela s: Agency is not responsible for delays caused by factors beyond the Agency's
reasonable control. When such delays beyond the Agency's reasonable control occur,
the City agrees the Agency is not responsible for damages, nor shall the Agency be
deemed to be in default of the Agreement.
15. Successors and Assi�ns: Neither the City nor the Agency shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
16. IVotices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail,return receipt
requested, byfacsimile or by nationally recognized overnight courier service. Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day follawing
transmission. Email and telephone may be used for purposes of administering the
Agreement,but should not be used to give any formal notice required by the Agreement.
` City of Renton: Agencys
Dianne Utecht, Human Services Coordinator Maggie Breen, Executive Director
1055 5outh Grady Way 3604 NE 10th Ct.
Renton, WA 98057 Renton, WA 98056
Phone: (425) 430-6655 Phone:425-238-7915
dutecht@rentonwa.gov Mbreen @standrewpc.org
Fax: (425) 430-6603 Fax: Click here to enter text.
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
. qualification,the Agency agrees as follows:
A. Agency,and Agency's agents,employees,representatives, and volunteers with regard
to the Work 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 occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under th_is Agreement, or procurement of materials or supplies.
B. The Agency 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
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advertising, layoff or termination, rates of pay or other forms of compensation and
selection fortrain'ing.
C. If tlie Agency fails to comply with any of this Agreement's non-discrimination
provisions; the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. The Agency 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, worker's compensation, and Title
VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Counci(
Resolution Number 4085.
18. Miscellaneous: The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Agency.
B. Agency will not be reimbursed for job related expenses except to the extent
specifically agreed withiri the attached eXhibits.
C. Agency shall furnish all tools and/or materials necessary to perform the Work except
to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Agency to
provide 11Vork he/she will acquire or maintain such at his/ her own expense and, if
Agency employs,sub-contracts,or otherwise assigns the responsibility to perform the
Work, said employee / sub-contractor / assignee will acquire and or maintain such
training, licensing, or certification.
E. This is a nori-exclusive agreement and Agency is free to provide his / her Work to
other entities,so long as there is no interruption or iriterference with the provision of
Work called for in this Agreement.
F. Agency is responsible for his/her own insurance, including, but not limited to health
insurance.
G. Agency is responsible for his / her own Worker's Compensation coverage as well as
that for any persons employed by the Agency.
19. Other Provisions:
A. Approval Authoritv. Each individual executing this Agreement on behalf of the City
and Agency represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Agency.
B. General Administration and Mana�ement. The City's project manager is Dianne
Utecht. In provid'ing 1Nork,Agency shall coordinate with the City's contract manager
or his/her designee.
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C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing,duly executed by both Parties.
. D. Conflicts. In the event of any inconsistencies between Agency proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Agency prepared
exhibit conflicts with the terms in the body of this Agreement or contains terms that
are extraneous to the purpose for which it is referenced,the terms in the body of this
Agreement shall prevail and the extraneous terms shall not be incorporated herein.
E. Governin� Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Agency and all of the Agency's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. 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.
G. Jurisdiction and Venue. Any lawsuit or legal act'ion 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, I<ing County, Washington, or its replacement or successor.
H. 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.
I. Sole and Entire A�reement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
� J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
' forth in the description of the Work is essential to the Agency's performance of this
Agreement.
K. Third-PartV 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. Assi�ns and Successors.The Parties each bind themselves,their partners, successors,
� assigns, and legal representatives to the other party to this Agreement, and to the
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arfiners; 5uccessors,:assi ns 'and le al re resentatives of:such other art with
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respect to all covenants of the Agreement.
M. 1Naivers. Alf waivers shall be in writing and signed by:the waiving party. Either party's
fa'ilure to enforce any provision of this Agreement sha[I not be a waiver and shall not _.
' prevent either the Gity or Agency from enforcing.that proVision or any other provision
of this Agreement in the future: 1Naiver of breach:of:any provision of this Agreement
shall not be deemed ta be a wa'iv:er of:any prior or subsequent breach unless it is
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expressly waived.irl writing. _ ::
fV. Counterparts: The Parties may execute this :Agreement in. ;any. number of .: .. ::
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c�unterparts, each of.which shall constitute an original;and all of which will together
constitute th.is o,ne Agreement.
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1N 4NITRlESS.VIlHEREOF, fhe Parties haVe Voluntarily.entered in�o this Agreement as ofthe:date
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Iast signed by the Parties below:
CITY QF RENTON _ AGERIGY . . _
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By: By, v. ..Gl G '
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Ke ly Beyme Mag e �re.en
Com_munit,y Services Administrator Executive Director, REACH
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Date . Date _ ..
App.roved as to Legal Form_
Lawrence J. Warren
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Renton City Attorney
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Ag�eerrient:Form Updated 08/30[2016 :
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��`�Y o,�, Exhibit A
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�, Scope and Schedule of Work
�'.���Q`� 201f-2017 Prograrn Services Agreement
A jeracy.� r"� Renton Ecumenical Association of Churches (REACH) ZOi"6/20.1.7 ;� $5 000
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Progra�va• �
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` `� _ ' `F :�; Severe Weather shelter � ' >
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'����o� ���?����9 '�,�' Temporary severe weather nighttime shelter for '�'
witl proat�cle, ;`�` Novemberthrough March ; �2 A:T r
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.An��ual�Pro r.arn,Qut 'uts,, .� '` .Renta,n;;Res.�lt Area� � rc.� ..,. , "' �::
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Staffing hours (not to exceed) 200
Maximum number of nights 18
shelter open
Services shall be provided in a manner which fully complies with all applicable federal,state and local laws, statutes,
rules and regulations, as are now in effect or may be hereafter amended or may be enacted during the course of the
Agreement.
REACH will provide a maximum of 200 hours staffing to the severe weather shelter located at 300 Renton Avenue N.,
Renton,WA between November 2016 and April 1, 2017. This shelter will be activated by the City of Renton
Community Services Administrator when low temperatures fall below 32 degrees for 24 hours or more consecutive
hours AND/OR snow accumulation exceeding or expected to exceed 3 inches in depth AND/OR other conditions
deemed severe enough to present a substantial threat to the life or health of homeless persons.
REACH will determine the appropriate number of staff for the shelter. The rate of reimbursement is a flat$25.00 per
hour.
REACH staff will track the number of people sheltered nightly, and report the census to the City the following day.
REACH will include demographic information such as gender and age in the report submitted with the invoice.
Definition of Units of Service:
Staffin� hours: .Conduct safety screening of those clients seeking shelter, monitor and supervise shelter clients
throughout their overnight stay.
Number of ni�hts the shelter is open: Each night that the city declares a severe weather condition exists and REACH
opens a shelter from 8:00 pm to 7am.
Budget $5,000
Personnel costs— REACH is to be reimbursed a $5,000
hourly rate of$25
The above Services shall be provided from November 15t through April 30th.