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AG 17-138
I I RETURN TO: A m,e_ V r EXT: 'lo v,4 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: r?Pkee 2. ORIGINATING STAFF PERSON: EXT: 7O (.4 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL oti \r 5. PROJECT NAME: ? ... te.1wf cScj Z 6. NAME OF CONTRACTOR: ym a r- c)cun:•\ cL VA., ADDRESS: tap VA% \yG SE 1LL� N v�1Ac °1$042 TELEPHONE 2.53.864•voz E -MAIL: 500.4,Q ou t..c-yur% .Cern FAX: SIGNATURE NA :aCI•i•- AW,NIE TITLE 7. EXHIBITS AND ATTACHMENTS:I COPE, WORK OR SERVICES 94MPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 8 /t4-! vi (CAIPAET4T00 TE: 9. TOTAL COMPENSATION $ ,5ee. aid X2424 4- 4 • ynce.a ( CLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ .00 IS SALES TAX OWED ❑ YES FINO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: / /s- 558ao- //S- 65-8- 20- q1d 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED ❑ PROJECT MANAGER ,DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) V LAW ER' 1, Au, 2.01} INITIAL / DATE APPROVED 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LAW DEPARTMENT GNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: INITIAL / DATE SIGNED 1 5 4111 %T Z0 COMMENTS: S 07-18 17- )/ A11 �Fecleral Way JANITORIAL AGREEMENT FOR PAEC JANITORIAL SERVICES CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com This Janitorial Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Amber Janitorial, Inc., a Washington corporation ( "Contractor "). The City and Contractor (together "Parties ") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: AMBER JANITORIAL INC.: Sandra Amodt 22633 141St Ave South East Kent, WA 98042 (253) 859 -8102 (telephone) sandy @amberjan.com CITY OF FEDERAL WAY: Angie Kamel Performing Arts and Event Center 33325 8th Ave. S. Federal Way, WA 98003 -6325 (253) 835 -7014 (telephone) (253) 835 -7033 (facsimile) angie.kamel @fwpaec.org The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than January 31, 2018 ("Tenn"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A ", attached hereto and incorporated by this reference ( "Work "), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used — rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the JANITORIAL AGREEMENT - 1 - 3/2017 CITY OF t Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Contract, notwithstanding the City's knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit `B ", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit `B ", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work have been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. 4.4 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will 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 Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. JANITORIAL AGREEMENT - 2 3/2017 CITY OF Federal Way 5. INDEMNIFICATION. CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffedera!way com 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless 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 fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, 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, 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 the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products- completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. JANITORIAL AGREEMENT 3 - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor'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 Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. The Contractor will fully cooperate with the City in identifying and assembling records in case of any public disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall delivery all needed or contracted for work project upon demand. All records submitted by the City to the Contractor will be safeguarded by the Contractor. Contractor shall make such data, documents, and files available to the City upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296 -155 WAC), General Safety and Health Standards (Chapter 296 -24 JANITORIAL AGREEMENT -4- 3/2017 iecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffedera!way com WAC), and General Occupational Health Standards (Chapter 296 -62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 10.4 Prevailing Wages. 10.4.1 Wages of Employees. This Agreement is subject to the minimum wage requirements of Chapter 39.12 of the Revised Code of Washington, as now existing or hereafter amended or supplemented. In the payment of hourly wages and fringe benefits to be paid to any of Contractor's laborers, workers and/or mechanics, Contractor shall not pay less than the "prevailing rate of wage" for an hour's work in the same trade or occupation in the locality within the State of Washington where such labor is performed, as determined by the Industrial Statistician of the Department of Labor and Industries of the State of Washington, which current "prevailing rates of wage" are attached hereto as Exhibit "C" and incorporated herein by this reference. Prevailing wages paid pursuant to this Agreement shall be the prevailing wage rates that are in effect on the date when the bids, proposals, or quotes were required to be submitted to the City. 10.4.2 Agreements Exceeding One Year. Pursuant to WAC 296 -127 -023, or hereafter amended, the City agrees to pay any increase in the current prevailing wages if and when this Contract is extended provided that the term of the Contract exceeds one year. The City further agrees to pay the current prevailing wages at the time of additional yearly extensions, and the Contractor agrees to pay its employees the increased prevailing wage. 10.4.3 Exemptions to Prevailing Wage. The prevailing wage requirements of Chapter 39.12 RCW, and as required in this Agreement do not apply to: Sole owners and their spouses; any partner who owns at least 30% of a partnership; the President, Vice President and Treasurer of a corporation if each one owns at least 30% of the corporation. 10.4.4 Reporting Requirements. Contractor shall comply with all reporting requirements of the Department of Labor and Industries of the State of Washington. Upon the execution of this Agreement, Contractor shall complete and file a Statement of Intent to Pay Prevailing Wages with the Department of Labor and Industries. Upon completion of the Work, Contractor shall complete and file an Affidavit of Wages Paid with the Department of Labor and Industries. Contractor shall deliver copies of both the Statement of Intent to Pay Prevailing Wages and the Affidavit of Wages Paid, certified by the Department of Labor and Industries, to the City. 10.4.5 Disputes. In the event any dispute arises as to what are the prevailing rates of wages for work of a similar nature and such dispute cannot be resolved by the City and the Contractor, the matter shall be referred for arbitration to the Director of the Department of Labor and Industries of the State of Washington and the decision therein shall be final and conclusive and binding on all parties involved in the dispute. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with JANITORIAL AGREEMENT - 5 - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www dryoffederalway com Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non - discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. 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 Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. 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 above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the JANITORIAL AGREEMENT - 6 - 3/2017 Vecferal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. JANITORIAL AGREEMENT [Signature page follows] 7 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffedera/way com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: V7// AMBER JANI ORIAL, INC.: By: f` Printed Name: coo, nD A Mu Title: (Pecsk0 �^l DATE: `t LA 1 Corporate: ATTEST: APPROVED AS TO FORM: J. Ryan Call, City Attorney �ur STATE OF WASHINGTON ) ) ss. COUNTY OF Kt ng ) On this day personally appeared before me S a- k• Fri ado to me known to be the tS 4 Sey, •Ir of 0-art; 4-or; al Snc • that executed the foregoing instrument, and acknowledged the 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 he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN i l l y h a n d and o f f i c i a l seal this )a`41` day of S tir , 20 L7. �%.∎Nm •%11111 Notary's signature Notary's printed name L orro.i tt e M • At der Notary Public in and for the State of Washington. My commission expires /p - /4.2 0 JANITORIAL AGREEMENT 8 3/2017 1. CITY OF Federal Way EXHIBIT "A" JANITORIAL SERVICES The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www utyoffederalway. corn CLEANING EACH VISIT— 2 days per week Employee areas WEEKLY CLEANING —1 day per week employee areas DUSTING • Check & spot clean surfaces 1 RESTROOM • Sanitize and polish all fixtures to include urinals, toilets and rims, sinks, dispensers, light switches, walls around sinks and toilets • Empty individual stall /feminine product waste receptacles in restrooms • Mirrors • Chrome pipes • Sanitize fixtures (to include all handles) • Mop floors • Stock paper and soap products FLOORS • Sweep, Vacuum &or Mop all non carpet floors • Vacuum all walk off mats (if applicable) EXTERIOR ENTRY & LOBBY • Spot wash glass Lobby (all entries) • Police for debris — Remove debris in immediate entry areas TRASHCANS and RECYCLE • Empty trash - all interior and exterior (excluding warehouse area) • Replace liners (as needed) • Wash trash cans (as needed) • Empty recycling bins at desks and copy stations • Breakdown all cardboard and place in recycling bin as needed • Dispose of any additional overflow waste placed next to interior or exterior trash containers (excluding warehouse area) LUNCH AREA • Counters • Clean microwave • Sanitize tables and counters • Clean walls around trash can • Clean chair seats and backs (as needed) LUNCHROOM FRIDGES • Wipe down fridge exterior and remove all food waste and fingerprints DUSTING • Chair legs • Window sills • Blinds • Desks • File cabinets • Around ceiling parameters • Picture frames • Door frames • Equipment RESTROOM FIXTURES • Stall walls to be wiped down (as needed) • Toilets, urinals and sinks to be descaled (as needed) DOORS • Spot clean doors (as needed) • Wash handles and around on wood surface • Office door windows WALLS • Spot clean to include all switches and walls surrounding switches (as needed) • Spot clean walls behind lunchroom and restroom trashcans TRASHCANS • Wash lunchroom trash cans 1 -2 times per month (as needed) TELEPHONES • To be wiped down and disinfected weekly CEILING • Light covers & vents to be dusted (as needed) WINDOWS • Office and lunchroom windows spot washed prints inside (as needed) Equipment, labor, and chemicals included. Trash liners and paper not included. 2. Bond. Contractor shall obtain a janitorial bond in the amount of not less than Ten Thousand and NO /100 Dollars ($10,000.00) to insure against any theft/misappropriation of money or property during the Term of this Agreement. JANITORIAL AGREEMENT 9 3/2017 CIT OF '... Federal Y Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www_ cityoffederalway corn EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor a total amount not to exceed Nineteen Thousand Nine Hundred Ninety -Nine and 00 /100 Dollars ($19,999.00) 2. Method of Compensation: Unit price: In consideration of the Contractor performing additional services, the City agrees to pay the Contractor an amount, calculated on the basis of the monthly labor charge rate schedule for Contractor's personnel as shown below: Six Hundred Six and 00 /100 Dollars ($606.00) per month for basic service, twice weekly. Hourly rate: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: Twenty -Four Dollars ($24.00) per hour for Janitorial Service as needed for events beyond the monthly basic service when completed by owner or partner. Twenty -nine and 84/100 Dollars ($29.84) per hour for Janitorial Service as needed for events beyond the monthly basic service when completed by employees of the Contractor. Thirty and 29/100 Dollars ($30.29) per hour for Carpet Cleaning as needed. Thirty -Four and 33/100 Dollars ($34.33) per hour for Window Washing as needed. JANITORIAL AGREEMENT - 10 - 3/2017 CIT OF Federal V Way EXHIBIT "C" CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 ww w cityoffederalway com WASHINGTON STATE PREVAILING WAGE State of Washington Department of Labor & Industries Prevailing Wage Section - Telephone 360 -902 -5335 PO Box 44540, Olympia, WA 98504 -4540 Washington State Prevailing Wage The PREVAILING WAGES listed here include both the hourly wage rate and the hourly rate of fringe benefits. On public works projects, worker's wage and benefit rates must add to not less than this total. A brief description of overtime calculation requirements are provided on the Benefit Code Key. Journey Level Prevailing Wage Rates for the Effective Date: 8/22/2017 County King King King King Trade Building Service Employees Building Service Employees $uildingService Fmployees Building Service Empoyees JANITORIAL AGREEMENT Job Classification Janitor Traveling Waxer /Shampooer Window Cleaner (lion- Scaffold) Window Cleaner (Scaffold) W Holiday Overtime Note 522.84 55. 2F $23.29 a_ 2F 524.54 5S 2F $27.33 a 3E 3/2017 w-g (fiev. Ca Camber 2014) Department of the Treasury Internal Revenue Senate Request for Taxpayer Identification Number and Codification Give Form to the requester. Do not send to the IRS. 1 Name (as shown on your i Amber Janitorial Inc. tax return)„ Name is requinx1 5n43; CIKI not }Bays this fine bank 2 evaiiness narneldieregarcied entity tame, if different from above 3 Check appropriate box for federal ux classification; check only one of the owing seven boxes: Individualfsole proprietor or [] C Corperation Ei•J S Corporation 0 Partnership 0 Truat/estata single-member LLC fl Ltd ilatiaay company. (rd er the tax otamification (C--C corporation, S4.8 comoration, P4ortivership) e- mote. For a single-rnember1LC that S disregarded,. do not check L1.c check the Appropriate boa in the line above for the tax classification of the singla-mernher owner. ° Other (see instructions)t. 5 Address (number. street, and apt or suite no.) 633 141st Avenue SE City, state, and ZIP code Kent, Washington 98042 4 Fuomptione (cedes apply only tO certain entities. not individuals; see instructions en page 3): Exempt Pere dOde Exemption from FATCA repratfing code itif any) Apples to sacouniv mentrinfautsla. Me VS; Requester's name and address (optional) City of Federal Way 33325 8th Avenue South Fedral Way, Washington 98003 7 List account nurnber(a) here (option* Taxpayer kleniification Number (TIN) your TIN in the aPPrOptiate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social Security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity. seethe Part I instructions on page 3. For other °Mites, it is your employer identification nurnber (EIN). If you do not have a number. see How to got a TIN an page 3. Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. SCheia1 security number Oir Employer identification number 91 1 7 2 8 0 2 3 CefiriCatiOn Under penalties of petinly. I certify that: 1. The number shown on this form is my correct taxpayer identification number (or tarn waiting for a number to be issued to me); and 2. 1 arn not subject to backup withhoicEng because; (a) 1 am exempt from backup withholding. or (b) I have not been notified by the Internal Revenue Service (IRS ) that I are sub to backup withholding as a result of a faikre to report all interest or dividends, or (c) the IRS has notified me that 1 am no longer subject to backup withholding; anti 3. 1 an a U.S _ citizen or other U.S. person (defined belovir, and 4. The FATCA code(s) entered on this form Cif any) indicating that 1 am exempt from FATCA reporting is collect Certtfication instructions. You must cross out item 2 above if you have been notified by the IRS that you are =Tandy subject to backup withholding because you have faked to report alt interest and dividends on your fax return. For real estate transactions, item 2 does not apply. For mortgage interest paid. acquisition ar abandonment of secured property, cancellation at debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than intent vidends, you are not u artlficarion. but you must pm** your correct TIN_ See the instructions on page 3. Sign Signature of Here us, person Is- Date General Instructions Section references are to Me internal Revenue Code LAS= °Menem nets& Future developments, information about developments affecting Form rif=9 (such as tegislation enacted afar we release it is at wwwiragowYwg. Purpose of Form An individual or entity (Form W-9 muesli* who is required to Re an 'a-dermatitis' return with the IRS mist obtain your correct tioatalYer identification number (TIN) which may be your social security number f9SN). ntlintioai taxpayer identification number flim), adoption expayer leireillestion number (AT1N). or camber identification number to report an an information rattan the amount paid to you. or other amourt tettotutettic an en information return. Examples of information returns include, but are not inked to, the following: • Form 1093-IN T knterest earned or paid) • Fenn 1099-D1V (cfividends, including those from stocks or mutual funds) • Form I096-1.4C {Vatican. types of irsCOMei, prizes. awards, or gross proceeds) • Form 1099-8 (stock or mutual tuna sales and certain other MinsaCtiOns tor brokers) • Form 1099.3 (proceeds from real estate transactions) • Form 1099-K (merchan1 card and third party network iraneactiOnsl • Form 1098 (home mortgage Interest). 10198-C (student loan Interest 1098-T • {tuition) Faro 1099-C (cancoesti deo) • Form iNgl-A {acqiiisition ar abandonment of secured property) Use Form 1N-9 ontyit you are a U.S. person (Including a resident alien). to provide your correct TIN. It you rk0 nOr rattail Fronn W-9 to the neduester with a TM, you 'night be sutilect to beKlazp withholding. &seta/has is backup withholding? on page 2. By signing the Wad out form. you. 1. Certify that the TIN you are giving is correct (or you ale waiting for a number to be issued). 2, Certify that yeti are not suolect to backup withholding, or 3. Cairn exemption from backup withholding if you are a U.S. exempt payee. tf applicazie, you are also eertIhnn" g that as a LIS, person, yaw allocable share of any partnership income from a U.S. bade or business is not subject to the withholding tax an foreign partners' snare of *troth,* oonnected income. and 4. Certify that FATCA codes) entered on this turn Of any) indicating that you are extruit tram the FATCA reputing, b correct Sc,, Whet ls FA ma reprinting2 on page 2 for funher inforrnatien, Cat. NO.10231 X Form W-9 (Rev. 12-2014) STATE O WASIIINia TON Corporation AMBER JANITORIAL, INC. 22633 141ST AVE SE KENT, WA 98042 BUSINESS LICENSE UNEMPLOYMENT INSURANCE - ACTIVE Unified Business ID #: Business ID #: Location: Expires: INDUSTRIAL INSURANCE - ACTIVE MINOR WORK PERMIT - ACTIVE TAX REGISTRATION - ACTIVE 601722490 001 0002 Jun 30, 2018 DUTIES OF MINORS: LIGHT CLEANING, DUSTING, VACUUMING, TRASH AND RESTROOMS_ LICENSING RESTRICTIONS: It is the business's responsibility to comply with minor work permit requirernents See WAC 296-125-030 and WAC 296-125-033 for non-Agriculural and WAC 296-131-125 for Agricultural guidelines and restricted activities. Window washing oFetber work requiring worker to be positioned-at higheF-thert ground oF410or level is pfohibited under the age of 16. WAC 296-125-033(5)(b) This document lists the registrations, endorsements, and licenses authorized for rhe bu5;nes.s named above_ Sy kit. vepti ng this document, the licensee certifies the information on the applicaticm was complete, true, and accurate to the ben of his or her knowledge, and that business will be conducted in compliance with all applicable Washington state, county, and t icy regutations Dimcora Npartmcnt of Revenue , a aa WAia, 1'1 Office of trio Secretary of State Corporations Division STATE WASHINGTON AMBER JANITORIAL, INC. 22633 141ST AVE SE KENT, WA 98042 LEGAL ENTITY REGIS RA ON Domestic Profit Corporation Renewed by Authority of Secretary of State By accepting this document the recipient certifies that information provided on the annual report was complete, true, and accurate to the best of his or her nowl e, and thal the company will stay in compliance with all applicable Washington State regulations. Unified Business ID #: 601722490 Expiration: Jun-30-2018 Secregarf ot State ACCORD POlicyNumber60089-63-02 CERTIFICATE OF LIABILITY INSURANCE Date Entered:05/25/201 6 (M 8/15/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF FO TION ONLY AND CONFERS NO RIGHI5 LIPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED 8Y THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S). AUTHORIZED REPRESENTATWE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the poflcyQes) AL INSURED provtsion. or be If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A stotement on certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Sob Wagner Insurance Agency 24915 104th Ave. SS Kent, WA 98031 POURED Amber Janitorial Inc dba AJI 22633 141 Ave SS Kant, WA 98042 co TE REVISION NUMBER: TO CERTIFY THAT THE LISTED BELOW HAVE BEEN ISSUED TO ME INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDMON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED FiERSN IS SUBJECT TO ALL THE TIERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NER LTA TYPE OF INSURANCE ADM.111,41‘ 110". IMOD POLICY MANIER POLICY NW AREOD/YYTO POLICY MP 1 (11111111001YYTO • LENTS , A X cQMERC1AL GENERAL LABILITY X 60089-63-02 its/ 20 7 EACH OCCURRENCE : DA/Ad.S.-TOTIENTED 6/18 /2018 pubesgs LEAscsannoi $ 1,000,000 $ 50,000 ' CLAIMS-WADE CUR A , Compl/Operation .... ' ' MED EXP (Arty one person) $ 5,000 1 PERSONAL & ADV NARY 51,000,000 ;EN'L AGGREGATE MT APPLIES PER .,..- : poLICY i I "1 W i JECT , s, ■ ER I GENERAL AGGREGATE $2,000,000 s 2 , 000 , 000 PRooucTs - comnoP Aes $ ' AUTONOOILE LIABIUTY 60089 63 02 nainers 00.11_1061-E I-MT 5 1 , 000 , 000 $ A -- ANY AUTO 6/15/20113 Emily INJURY (Pa person) owNED AUTO? ONLY AUTOS ONLY RP ..., SCHEDULED AUTOS D AUTOS ONLY BODILY INJURY (Per accident) 5 • • e• RTY t7 Per mcident) s $ WM R.LA LAB OCCUR I LA _ EACH OCCURRENCE TE DED ...; S , OYER Y1 A .. XE NI DSCR1PT1.O9 OF OPERATIONS below le /A 60089 63 02 6/1.012016 III L ■ .: L I I . 6/1 /Sala El. EACH AcCIDENT , 000 , 000 $ EA,_ DtsE4sE . EA EmpurfEE , 000 , 000 1 El_ DisEAsE . pax." mar $ 2 , 000 , 000 , I 1 DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (ACORD 101, AddltIoi.1 Renserks echedule, may be etterdeid If more WEER e Janitorial; The City of Federal Way is named as an Additional Insured RT1FI TE HOLDER City of Federal Way 33325 8th Ave S Federal Way, WA 98003-6325 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES OE CANCELLAD BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL 98 DELSBERED tN ACCORDANCE WITH THE POLICY PROVISIONS. © 1988-2015 ACORD CORPORATION. All rights reeery AGORA 25 (2018/03) The ACORD name and logo are registered marks of ACORD Produced using Forms Sass Plus software. www.ForrnsBoss.com, Impressive Publishing 600-208-1977