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HomeMy WebLinkAbout7 Janitorial Contract AgendaTRUCKEE Item # 7 R PUblic Utility District CONSENT To: Board of Directors From: Kathleen Neus Date: October 07, 2009 Subject: Consideration to Extend the Janitorial Services Contract 1. WHY THIS MATTER IS BEFORE THE BOARD Only the Board can approve professional services contracts over$15,000.00. 2. HISTORY The District's main office building has been cleaned by a contract janitorial service for more than ten years. On November 5, 2008, the Board approved a one year contract with Dependable Cleaning Service (Attachment 1), the contract included an option to extend the contract for one additional year. 3. NEW INFORMATION Dependable Cleaning Service has performed satisfactorily over the past year. If approved, the agreement will terminate on November 9, 2010. 4. FISCAL IMPACT There are sufficient funds in the approved FY09 budget through the end of the fiscal year. Funding for this has been included in the FY10 and FY11 proposed budget. 5. RECOMMENDATION Extend the contract for janitorial services for one additional year to Dependable Cleaning Service of Truckee at an annual cost of$65,064.00. 0 Michael D. Holley General Manager ATTACHMENT 1 Q� PROFESSIONAL SERVICES AGREEMENT BETWEEN DEPENDABLE CLEANING SERVICE AND TRUCKEE DONNER PUBLIC UTILITY DISTRICT This agreement is entered into this 9th day of November 2008 by and between Dependable Cleaning Service and Truckee Donner Public Utility District (District), for professional and related services to be provided to District. 1. SCOPE OF SERVICES Dependable Cleaning Service shall provide to District the services set forth in Exhibit A, "Scope of Services," attached hereto. II. FEES FOR SERVICES For services provided by Dependable Cleaning Service to District pursuant to this agreement, District shall pay Dependable Cleaning Service in accordance with the rates and charges set forth in Exhibit B, "fees for Services," attached hereto. Professional fees are not to exceed $69,317 annually, which includes a 5% change order contingency. III. BILLING AND PAYMENT Dependable Cleaning Service shall submit a monthly statement to District setting forth the amount due for services and itemizing amounts due for expenses. District shall pay the full amount of such statement within thirty (30) days after receipt. Any sums billed, not disputed in written form setting forth specific exceptions and unpaid after thirty (30) days from the date of receipt, shall be subject to a late payment charge equal to the lesser of one and one-half (1 %) percent or the maximum rate permitted by law, for each month or fraction thereof past due. IV. INDEPENDENT CONTRACTOR Dependable Cleaning Service shall provide services to District as an independent contractor, not as an employee of District. Dependable CleaIning Service shall not have or claim any right arising from employee status. V. TERMINATION OF AGREEMENT a) Unless otherwise terminated as provided herein, this agreement shall terminate when (1) the services provided for herein have been fully and completely performed or (ii) November 9, 2009, whichever occurs first. If the District extends the contract for an additional year, the agreement shall terminate November 9, 2010. b) Notwithstanding any other provision of this agreement, either party may terminate this agreement by giving thirty (30) days advance written notice to the other party and, upon payment in full of all amounts owed to Dependable Cleaning Service, Dependable Cleaning Service shall immediately provide District with all written information and materials developed for District by Dependable Cleaning Service pursuant to this agreement. c) Upon termination of this agreement, Dependable Cleaning Service shall have no further obligation to provide services to District. If the agreement is terminated prior to completion of Page 1 of 7 1 the services to be provided hereunder, Dependable Cleaning Service shall render a final bill for services to District within thirty (30) days after the date of termination and District shall pay Dependable Cleaning Service for all fees earned and expenses incurred prior to the date of termination in accordance with Section III. VI. INSURANCE a) Dependable Cleaning Service shall maintain in effect at its own expense, employer's liability insurance, one-million dollars ($1,000,000) aggregate of comprehensive general liability insurance (bodily injury and property damage), five-hundred thousand dollars ($500,000) aggregate of comprehensive automobile liability insurance (bodily injury and property damage) with respect to Dependable Cleaning Service employees and vehicles assigned to the prosecution of work under this agreement and one-million dollars ($1,000,000) aggregate of professional liability insurance. Dependable Cleaning Service shall also maintain statutory worker's compensation insurance. b) Dependable Cleaning Service shall obtain and thereafter maintain in effect, if available, such additional insurance as may be requested in writing by District, the cost of which will be reimbursed by District. VII. LIABILITY a) Dependable Cleaning Service shall indemnify and hold harmless District, its directors, officers, partners, gents and employees from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to attorney's fees, for which Dependable Cleaning Service is determined to be legally liable resulting from negligent acts, errors, or omissions by Dependable Cleaning Service, its directors, officers, agents and employees in performance of services required by this agreement. Liability, claims, demands, damages, losses, or expenses resulting from the negligent acts, errors or omissions, whether active or passive, by District, its directors, officers, partners, agents, employees, or by others are excluded from Dependable Cleaning Service obligations pursuant to this paragraph. b) Dependable Cleaning Service obligations to indemnify and hold District harmless shall be expressly limited to the proceeds of its applicable insurance coverage and shall terminate one (1) year after termination of this agreement, except that any claim for indemnification brought within such one year period shall not so terminate. c) District shall indemnify and hold harmless Dependable Cleaning Service, its directors, officers, agents and employees from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to attorney's fees, for which District is determined to be legally liable resulting from negligent acts, errors or omissions by district, its directors, officers, partners, agents and employees. Liability, claims, demands, damages, losses or expenses resulting from the negligent acts, errors, or omissions, whether active or passive, by Dependable Cleaning Service, its directors, officers, agents, employees, or by others are excluded from District's obligations pursuant to this paragraph. d) In the event that District changes in any way or uses in another project or for other purposes any of the information or materials developed by Dependable Cleaning Service pursuant to this agreement, Dependable Cleaning Service is released from any and all liability relating to their use and District shall indemnify and hold harmless Dependable Cleaning Service, its Page 2 of 7 directors, officers, agents and employees from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to attorney's fees, arising out of such changes or use for which District is determined to be legally liable. e) Nothing in this agreement shall be construed to create a duty to, any standard of care with reference to, or any liability to any person not a party to this agreement. f) Dependable Cleaning Service shall not be liable to District for incidental or consequential damages. Vill. VENUE Any mediation conducted pursuant to this agreement shall be conducted in the Town of Truckee, County of Nevada, California and any litigation to enforce or interpret this agreement shall be commenced and maintained only in the town of Truckee in the courts of the County of Nevada, California. IX. MEDIATION All disputes between Dependable Cleaning Service and District shall be subject to non-binding mediation. Either party may demand mediation by serving written notice stating the essential nature of the dispute and the amount of time and money claimed and requiring that the mediation proceed within sixty (60) days of service of said notice. The mediation shall be administered by the American Arbitration Association or by such other person or organization as the parties agree upon. No action or suit may be commenced unless the mediation does not occur within ninety (90) days after service of notice, the mediation occurred but did not resolve the dispute, or a statute of limitation would lapse if suit was not filed prior to sixty (60) days after service of notice. The failure to mediate a dispute may be considered in any award of attorneys' fees. X. TIME IS OF THE ESSENCE Time is of the essence in this agreement. District will promptly provide Dependable Cleaning Service with all support reasonable requested as required in order to enable Dependable Cleaning Service to fulfill its obligations hereunder in a timely manner. XI. CONFLICT OF INTEREST Dependable Cleaning Service will abide by its professional obligations to notify District of any actual conflict of interest resulting from services provided to other clients of Dependable Cleaning Service of which it becomes aware. District acknowledges that other affiliates or divisions of Dependable Cleaning Service, may perform similar services within the janitorial industry. Dependable Cleaning Service shall establish measures intended to protect the confidentiality of the services provided hereunder. XII. OWNERSHIP OF PROPERTY All information and materials prepared or developed by Dependable Cleaning Service pursuant to this agreement, including but not limited to data, documents, calculations, maps sketches, notes, project specific report material and reports, shall become the property of the District, when prepared, whether delivered to District or not. All formula, methodologies, customized Page 3 of 7 software development, applied software and results, Dependable Cleaning Service technical practices and standard document format and content developed by Dependable Cleaning Services prior to the date of this agreement and all formula, methodologies and technical practices developed during the performance of this agreement shall remain and be the property of Dependable Cleaning Service. XIII. SUCCESSORS IN INTEREST This agreement shall be binding on, and inure to the benefit of, each party's successors in interest, including their heirs, legatees, assignees and legal representatives. XIV. WAIVER Any waiver at any time by either party of its rights with respect to a default under this agreement, or with respect to any other matters arising in connection with this agreement, shall not be deemed a waiver with respect to any subsequent default or other matter. XV. SEVERAL OBLIGATIONS Except where specifically stated in this agreement to be otherwise, the duties, obligations, and liabilities of the parties are intended to be several and not joint or collective. Nothing contained in this agreement shall be construed to create an association, trust, partnership or joint venture of impose a trust or partnership duty, obligation, or liability on or with regard to either party. Each party shall be individually and severally liable for its own obligations under this agreement. XVI. AMENDMENT All changes or modifications to this agreement shall be in writing and signed by both parties. XVII. GOVERNING LAW This agreement shall be construed and interpreted according to, and the rights of the parties shall be governed by, the laws of the state of California. XVIII. ATTORNEY'S FEES If either party becomes involved in litigation arising out of this agreement or the performance thereof, the prevailing party shall be entitled to reasonable attorney's fees, costs and expenses, in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire agreement. XIX. ENTIRE AGREEMENT This agreement constitutes the complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements and supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications and agreements which may have been made in connection with the subject matter hereof. Page 4 of 7 XX. SEVERABILITY If any provision of this agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. XXI. NOTICES a) Any notice, demand, information, invoice, report, or item otherwise required, authorized, or provided for in this agreement, unless otherwise specified herein, shall be deemed properly given if delivered in person or sent by United States Mail, First Class postage prepaid: To: Dependable Cleaning Service Kim McGovern P.O. Box 410 Truckee, CA 96160 To District: Truckee Donner Public Utility District Attn: Michael D. Holley Post Office Box 309 (11570 Donner Pass Road) Truckee, CA 96160 b) All notices shall be deemed effective upon receipt by the party to whom such notice is given. XXII. SIGNATURE CLAUSE The signatories hereto represent that they are authorized to enter into this agreement on behalf of the party for whom they sign. Michael D. Holley Mike McGove Truckee Donner Public Utility District Dependable Cleaning Service Page 5 of 7 Scope of Services The District is issuing this RFP for the general cleaning of the District headquarters office. The services required include but are not limited to the following tasks: Daily Schedule should include: ■ Cleaning all seven (7) restrooms: ■ Scrub and sanitize all toilets, urinals, showers, sinks, fixtures and counters ■ Clean stall walls and mirrors ■ Mop Floors ■ Restock Supplies ■ Remove Trash ■ Clean all three (3) kitchens: ■ Mop or vacuum all floors ■ Scrub sinks, strainers, counters and fixtures ■ Clean stoves and microwave ovens ■ Clean tables and as needed chairs, cabinets and outside of refrigerators ■ Restock supplies ■ Remove trash ■ Sunday-Tuesday-Thursday: ■ Vacuum and/or Mop: Entryways, Lobbies, Boardroom, Elevator, Stairwells, Offices, Corridors and Hallways ■ Wipe doors and glass ■ Excluding computers, dust all above areas including all open horizontal surfaces: Desks, Tables, Cabinets, Shelves and Rails ■ Remove trash ■ First and Third Wednesday of the Month @ 4:30 p.m. ■ Mop lobby, entryway, wood floors in Board room ■ clean front restrooms ■ Three times a year: ■ Clean Employee Hallway ■ Shampoo Carpets ■ Yearly ■ Refinish Tile and Linoleum Floor ■ Clean Windows Contractor will furnish and transport all necessary labor, tools, implements, and appliances required to perform and completely finish in a professional manner the general cleaning of the District headquarters office located at 11570 Donner Pass Road, Truckee, CA 96161. Page 6 of 7 FEES FOR SERVICES Monthly Rate $ 4,992.00 Annual Cost $ 59,904.00 Shampoo Carpets 3 x's per year $ 3,900.00 Windows $ 1,260.00 Total per year with windows & carpet Yearly $ 65,064.00 Monthly $ 5,422.00 Page 7 of 7