HomeMy WebLinkAboutAGREEMENT RESOLUTION 2009-645 I--(0. -05
� 8 ri orial - �Oo9"
IM 4'
�Services
JANITORIAL SERVICE AGREEMENT
This AGREEMENT, made July 7, 2009, by and between ABM Janitorial Services - North Central, Inc., a
corporation(Contractor)and the City of Waterloo(Owner).
1. SERVICES: Contractor will provide janitorial and other related services to 715 Mulberry St.,620 Mulberry
St., 348 N. Elk Run Road, and 104 W. 5th St., Waterloo, IA, according to the specifications. Contractor may
perform the services by any reasonable means, and shall not be responsible for delays in performance beyond its
control.
2. TERM• This Agreement shall be in effect for 3 years, commencing August 1, 2009, and shall continue in
effect thru July 31,2012
3. TERMINATION: If Owner is dissatisfied with the quality of the services,Owner may inform Contractor
in writing of the specific areas of dissatisfaction,and if Contractor shall fail to substantially correct the deficiencies
within thirty (30) days, Owner may then terminate this Agreement by thirty (30) days written notice to
Contractor. Owner may terminate this Agreement at any time upon thirty (30) days written notice if Owner
vacates the premises. Contractor may terminate this Agreement by thirty(30)days written notice to Owner,and
may terminate services at any time without notice for non-payment. Notwithstanding the foregoing,in order to
assure WARN Act compliance,the Owner shall provide at least 75 days' prior written notice of cancellation,only
if the number of Contractor's employees assigned to Owner's account is equal to or exceeds 50 employees at any
time during the six month period prior to the notice of termination,unless the premises is destroyed or otherwise
rendered uninhabitable due to unforeseen circumstances. All property furnished by contractor under this
contract shall remain its property. Upon the termination of the contract,Contractor shall have a reasonable time
to remove its property from Client's prem-es.
4.PRICE: Owner agrees to pay Contractor for the services: City Hall$4,423.64 per month,Carnegie Annex
$883.11 per month,Police Training Center$215.26 per month,Memorial Hall$197.02 per month.
See pricing summary.
Payment shall be due within 20 days from the earlier of the date of invoice or the last day of each month for
which services were performed. The price is based upon the service area and frequency of services in the
attached specifications. If there is any change in either, Owner and Contractor agree to negotiate a reasonable
price adjustment.
5. CHANGE IN WORK PERFORMED: The price stated in this agreement is based upon the service area and
frequency of services in the attached specifications. If there is any change in such area or services, Owner and
Contractor agree to negotiate a reasonable price adjustment. Owner agrees to notify Contractor in writing at least
fourteen(14) days prior to any tenant of Owner vacating any leased space in the Building. Such vacancy notices
will state the name of the tenant and the square footage of the vacated areas. In the event that Owner breaches its
obligation to deliver such notice,Owner agrees that the charges for work performed in such spaces by Contractor
under this janitorial service agreement will not be abated in any way,until the day after Contractor receives such
written notification of such vacancy.
6. EXTRAORDINARY COST CHANGES: If any extraordinary event affects Contractor's costs,upon notice
to Owner the parties agree to negotiate a reasonable adjustment. Such events shall include armed hostilities,riots,
strikes, picketing, boycott, acts of God, national, financial or economic disturbances, epidemics and other events
not reasonably foreseeable or against which Contractor reasonably cannot protect itself.
7. HOLIDAYS: Contractor is not obligated to perform services on the following holidays: New Years Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Services on holidays,
when requested,shall be charged on an overtime basis. A holiday on the sixth or seventh day of the work week
shall be subject to additional charge of a full day at straight time if wages are required to be paid for that day.
1 of 3
Janitorial
Services
8. INDEMNIFICATION: Contractor shall indemnify and hold harmless Owner from loss, liability, cost, or
expense(including reasonable attorney's fees) for bodily injury,death and property damage(hereinafter referred
to as"claim(s)"),but only to the extent same are caused by negligence,misconduct or other fault of Contractor,its
Owners or employees, which arise out of work performed under this Agreement. The foregoing provision shall
only benefit Owner if Owner notifies Contractor in writing of such claim within five (5) days of same being
reported to Owner or its representative. Notwithstanding the foregoing, if Contractor is required by Owner to
clean or wax floors when being used by employees,customers, tenants, or business visitors,Contractor shall not
be responsible for any Claim in connection therewith. Contractor shall not be liable for delay, loss or damage
caused by warfare, riots, strikes, boycotts, criminal acts, acts or omissions of others, fire, water damage, natural
calamity, or causes beyond Contractor's reasonable control. Contractor shall not be liable for disposal of
documents or valuable items, other than office furnishings, left on floors, and Owner shall indemnify and hold
harmless Contractor from claims for such disposaL Owner agrees to keep its facilities in a safe condition and in
conformance with federal,state,and local laws,ordinances and regulations. Owner shall indemnify,defend and
hold harmless Contractor from Claims to Contractor's employees and others resulting from the condition of
Owner's premises or equipment but only to the extent same are not caused by Contractor's fault.
9. INSURANCE AND TAXES: Contractor agrees to maintain in full force and effect during the term of this
agreement the following insurance coverages with regard to the work performed for Owner under this
Agreement 1) Commercial General Liability insurance with limits for bodily injury and property damage of not
less than $1,000,000 per occurrence; 2) Commercial Automobile Liability insurance with limits of liability for
bodily injury and property damage of not less than $1,000,000 per occurrence; and 3) Workers' Compensation
insurance with statutory limits and with an employers liability limit of at least$500,000 (except to the extent that
Contractor has opted out of the workers compensation insurance system in Texas). Contractor has the right to be
self-insured where permitted by state law or to provide such coverage subject to a deductible or self-insured
retention. Upon request, Contractor will provide Owner with a certificate of insurance describing the coverage
provided in accordance with these provisions. Contractor, Owner and their insurers shall waive all rights of
subrogation against one another for property damage claims. Contractor shall be responsible for paying all
payroll based taxes affecting its employees.Client agrees to pay for any sales and use taxes as well as increases in
any taxes,workers'compensation,liability insurance and other similar expenses of Contractor.
10.INDEPENDENT CONTRACTOR: Contractor is an independent contractor,and all persons employed to
furnish services hereunder are employees of Contractor and not of Owner. The janitors will be employees of
Contractor and Contractor will pay for all wages, expenses, federal and state payroll taxes and any similar tax
relating to such employees, and will provide uniforms in accordance with Contractor's established standards. In
the event any employees or former employees of Contractor or its affiliates are employed by Client or by any of
Client's affiliates during the term of this Agreement or within 90 days after its termination,Owner agrees to pay
to Contractor a fee equal to 10 percent of the annualized compensation of each such employee or former
employee.
11. EMPLOYEES: Upon written request by Owner, Contractor will remove from service any employee
assigned to Owner's premises who has engaged in improper conduct, including without limitation, a breach of
Owner policies or failure to perform the duties herein,provided such request is in accordance with the laws and
collective bargaining agreements, if applicable. Contractor shall supervise the janitors through Contractor's
designated personnel. In the event Client assumes any supervisory duties toward the Contractor's employees or
directs their acts or services, Client shall assume responsibility and shall indemnify, defend and hold Contractor
harmless from loss,liability or expense arising therefrom.
12. KEYS: Contractor shall not be provided master keys to any property. Should access to a master key be
required, Owner will provide a key box or lock box for such master key(s) at the property. Notwithstanding
anything to the contrary in this Agreement, Contractor shall not be responsible for any damages including,
without limitation,any costs incurred in re-keying or changing locks caused by the loss or theft of such key(s).
13. NOTICES: Notices, requests, demands, etc., shall be in writing and delivered or mailed with postage
prepaid:
2 of 3
MBIllJanitorial
Services
To Owner at: To Contractor at:
CITY OF WATERLOO ABM janitorial Services-North Central,Inc.
715 Mulberry St. 1509 Michigan St.
Waterloo,Iowa 50703 Des Moines,Iowa 50319
Attn: Louis Cutwright
14. ENTIRE AGREEMENT: This Agreement contains the entire Agreement between the parties. All prior
negotiations between the parties are merged in this Agreement, and there are no understandings or agreements
other than those incorporated herein.This Agreement may not be modified,except by written instrument signed
by both parties. In the event of conflict between any of the foregoing provisions of this Agreement and any other
contract,purchase order,agreement or specification between the parties,this Agreement shall be controlling.This
Agreement shall inure to and bind the successors,assigns,agents and representatives of the parties.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date first written above.
Owner: Contractor:
City of Waterloo ABM Janitorial Services-North Central,Inc.
By: N By:
Name: �`^^ 1-tr Name: Jeff Southard
Title: M i 8-r— Title: Regional Vice President
3 of 3