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PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT, made this 1st day of October, 2010, between the City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY") and Varsity Contractors, Inc., 17268 NE Sacramento St., Portland, Oregon, 97230 (hereinafter "JANITOR"): W ITN E S S E T H : WHEREAS, CITY is in need of janitorial services for City Hall, Moscow Police Station, Eggan Youth Center (hereinafter Youth Center), Fire Station No.3, the Hamilton Indoor Recreation Center (HIRC), City Shop, Water Department [two buildings], Waste Water Treatment Plant, and the Paul Mann Building in Moscow, Idaho and has requested JANITOR to undertake the duties of the necessary janitorial services upon the terms and conditions hereinafter expressed: NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS: 1. NON-APPROPRIATION CONTINGENCY: This Agreement is contingent upon CITY receiving the necessary funding to cover financial obligations of CITY. In the event that such funding is not received or appropriated, then, and in that event, CITY's obligations under this Agreement shall cease and each party shall be released from further performance under this Agreement without any liability to the other party. 2. TERM: The term of this Agreement shall be effective from October 1, 2010 through September 30, 2013. 3. REMUNERATION: CITY will pay JANITOR for such services during the term of this Agreement as follows: A. An amount not to exceed five thousand five hundred thirty dollars ($5,530) per month from October 1, 2010 through September 30, 2012; and B. An amount not to exceed five thousand seven hundred seventy dollars ($5,770) per month from October 1, 2012 through September 30, 2013. JANITOR is to be paid on or before the 1Oth day of each calendar month, the first payment to be made on or before the lOth day of October, 2010. 4. INDEPENDENT CONTRACTOR: JANITOR shall be an independent contractor and not an employee of the CITY and shall comply with all the duties hereinafter set forth and shall use JANITOR's best efforts to carry out daily service duties, weekly service duties, service duties, service duties, quarterly duties, bi-annual service duties and annual service duties. PROFESSIONAL SERVICES; VARSITY CONTRACTORS- 2010-2013 PAGE 1 OF 7 ---PAGE BREAK--- 5. DUTIES: JANITOR shall perform all duties according to commonly accepted industry standards and practices in conformance with the Cleaning Quality Requirements (Exhibit A) attached hereto and incorporated by reference to this Agreement. A. Daily Service shall be performed in conformance with the following schedule: 5 days per week (Mon-Fri) in the Moscow Police Station 5 days per week (Sun-Thurs) in the City Hall 5 days per week (Sun-Thurs) in the Youth Center 5 days per week (Sun-Thurs) in the Paul Mann Building 5 days per week (Sun-Thurs) in the Fire Station No. 3 5 days per week (Sun-Thurs) in the Hamilton Indoor Recreation Center 5 days per week (Sun-Thurs) in the two Water Department buildings 5 days per week (Sun-Thurs) in the Waste Water Treatment Plant 2 days per week (Tues & Thurs) in the City Shop B. JANITOR shall perform the following Daily Service (Note: City Shop rest rooms and break rooms will be done Tuesdays and Thursdays. City Shop offices will be done on Thursdays): 1. Empty all waste baskets and place contents in dumpster at the Police Station, the HIRC, Fire Station No.3, the City Shop, the two Water Department buildings, Waste Water Treatment Plant, and City Hall for disposal, as appropriate. 2. Empty, sanitize, and re-line interior of sanitary containers. 3. Sweep and/or dust mop and/or vacuum all floor surfaces. 4. Dust cleared desks, chairs, tables and other office surfaces. 5. Dust counters, file cabinets, all ledges and other surfaces within reach. 6. Wet mop restroom and locker room vinyl, tile, and concrete floors. 7. Clean and sanitize sinks, toilets, urinals and other restroom fixtures. Clean mirrors. Spot clean mirrors in the HIRC daily. 8. Wipe down stall walls in restrooms. 9. Clean and refill all restroom dispensers. 10. Wash entrance doors and entrance glass (interior and exterior). 11. Clean and sanitize drinking fountains. 12. Vacuum all carpets including elevator. 13. Keep janitor closet clean and orderly. 14. Wipe clean all sinks, counters and tables in conference rooms and kitchens. 15. Sweep and/or vacuum stair landings and steps of south staircase in City Hall. PROFESSIONAL SERVICES; VARSITY CONTRACTORS- 2010-2013 PAGE2 OF 7 ---PAGE BREAK--- C. JANITOR shall perform the following Weekly Service (Note: City Shop rest rooms and break rooms will be done Tuesdays and Thursdays. City Shop offices will be done on Thursdays): 1. Damp mop all wood, vinyl and tile floors (Youth Center, HIRC, and City Hall floors shall be done three days per week: Sunday, Tuesday and Thursday). Use City auto scrubber on HIRC floors 2. Remove scuff marks as necessary. 3. Clean interior glass within reach. 4. Clean cleared desk tops, counter tops, file cabinets, wastebaskets, drawer faces. 5. Clean light fixture exteriors. 6. Dust all woodwork, walls, partitions and storage cubbies in the HIRC gym and the Youth Center. 7. Wash and clean restroom walls and kitchen walls near sinks, trash cans and ranges. 8. Clean stains or spots on carpets. 9. Sweep and/or vacuum stair landings and steps including exterior landings and entrances. 10. Wipe down elevator walls. 11. Buff all tile, wood and terrazzo floors to maintain a high shine. 12. Vacuum all upholstered furniture. 13. Scrub gym floor in HIRC. D. JANITOR shall perform the following Service: 1. Dust all areas and clean interior glass requiring a ladder to reach. 2. Wash and clean all walls. 3. Clean exterior windows. 4. Wet mop stair landings and steps. 5. Clean carpeting in the first floor hallway and elevator (City Hall). 6. Clean carpeting in the hallways (Moscow Police Station). 7. Clean spots and stained carpets in Fire Station No.3. E. JANITOR shall perform the following (six times per year) Service: 1. Clean carpeting in the hallways (City Hall second and third floors and Administration reception area). 2. Scrub and wax linoleum tile floors at the Eggan Youth Center and the Police Station. PROFESSIONAL SERVICES; VARSITY CONTRACTORS- 2010-2013 PAGE30F7 ---PAGE BREAK--- F. JANITOR shall perform the following quarterly service four times per year (October, January, April, and July): Fire Station No. 3: Scrub and refinish tile floors to maintain gloss. Water Department: Clean carpeting in office building. G. JANITOR shall disassemble and clean insects from ceiling light fixtures three times per year (June, September, and October). H. JANITOR shall perform the following Bi-Annual Service: 1. Steam clean carpeting and all upholstered furniture 2. Scrub and wax all tile, vinyl and terrazzo floors I. JANITOR shall perform the following Annual Service: 1. Strip, scrub and wax all tile, vinyl and terrazzo floors 2. Wipe down or wash all Venetian blinds and shades 3. Steam clean carpeting and all upholstered furniture in City Shop offices 4. Steam clean Fire Station 3 living quarters carpeting in hallway and common area. Resident room carpet will be cleaned on an as-needed basis and billed outside of this agreement. 6. ADDITIONAL DUTIES OF JANITOR: A. Will be responsible for securing buildings upon completion of work. Waste Water Treatment Plant main gate will be kept closed while cleaning crew is on site to prevent unauthorized access. B. Will be responsible to see that all work is completed between 5:00 p.m. and 8:00 a.m. except Sundays; provided that JANITOR shall work around meetings in said buildings taking place after 5:00 p.m. Work at the Police Station will be completed during regular business hours unless otherwise approved. C. Shall provide a schedule of periodic floor, window and upholstery cleaning dates in advance. D. Attend a meeting with appropriate CITY officials for the purpose of evaluating the previous month's work. E. Building janitors shall report material and supply needs to their supervisors. Supervisor will report needs to City. 7. SUBCONTRACTING: A minimum of eighty percent (80 of the duties and work described above shall be accomplished by JANITOR and shall not be subcontracted by JANITOR to PROF ESSIONAL SERVICES; VARSITY CONTRACTORS- 2010-2013 PAGE4 OF 7 ---PAGE BREAK--- other parties. Any subcontract shall be reported in advance to the CITY and shall be subject to CITY approval. JANITOR shall remain responsible for the work of subcontractors performed pursuant to this Agreement. Further, JANITOR shall indemnity and hold CITY harmless for any damages or claims of whatever nature arising from the letting of any subcontract or the services performed thereunder. 8. INSURANCE/WITHHOLDINGS: JANITOR expressly understands and agrees that JANITOR shall be fully responsible for JANITOR's workers compensation insurance, State and Federal withholding taxes, FICA withholding, etc. JANITOR further agrees that JANITOR shall be solely responsible for JANITOR's employees, and further JANITOR shall carry all applicable workmen's compensation insurance on said employees, if applicable. JANITOR agrees to indemnity and hold CITY harmless for any damages or claims of whatever nature of JANITOR or JANITOR's employees. 9. INSURANCE: JANITOR warrants that it shall obtain and will maintain at its expense for the duration of this Agreement, statutory worker's compensation coverage, employer's liability and comprehensive general liability insurance coverage. The comprehensive general liability insurance shall have at a minimum a coverage of at least Five Hundred Thousand Dollars ($500,000.00) per claim and One Million Dollars ,000,000.00) aggregate. The amounts of such insurance shall not be deemed as a limitation of the indemnity and hold harmless covenant contained herein, and in the event CITY becomes liable for an amount in excess of such insurance coverage, JANITOR shall indemnity and hold CITY free and harmless for the whole thereof. JANITOR shall furnish CITY with policies or certificates of insurance to demonstrate that it has procured such insurance and CITY has been named as an additional insured therein. Such policies or certificates shall contain the following provision: "It is agreed that City of Moscow, State of Idaho, is added as an additional insured under this policy and the coverage provided hereunder shall be primary insurance and not contributing with any other insurance available to City nnder any other third party liability policy. It is further agreed that the 'other insurance' condition of this policy is amended to conform therewith." Such policies or certificates of insurance shall contain the covenant of the insurance carrier that thirty (30) days written notice shall be given to CITY prior to modifications, cancellations or reduction in coverage of such insurance. I 0. TERMINATION: This Agreement may be terminated without cause at any time by the CITY giving the JANITOR thirty (30) calendar days notice in writing of its intention to terminate the same. 11. MISSED DAYS: A prorated deduction shall be made from the installment for any and all scheduled days during a month in which a building is not cleaned. PROFESSIONAL SERVICES; VARSITY CONTRACTORS- 2010 -2013 PAGE 5 0F7 ---PAGE BREAK--- 12. BONDING: JANITOR shall obtain, at JANITOR's sole expense, a fidelity bond in the amount of Five Thousand Dollars ($5,000) per employee. Such bond must be furnished to CITY within five days of commencing work under this Agreement. Such bond shall apply to all work performed pursuant to this Agreement, whether actually performed by JANITOR, JANITOR's employees, or subcontractors. In lieu of such bonding, JANITOR may substitute an insurance policy that provides coverage at least as extensive as the bond herein required, provided, however, that such substitute coverage continues uninterrupted during the full term of this Agreement and is approved by CITY prior to substitution by JANITOR. JANITOR shall inform CITY of any change in substitute coverage within thirty (30) days prior to such change. 13. JURISDICTION AND VENUE: It is agreed that this Agreement shall be construed under and governed by the laws of the State ofidaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. 14. INDEMNIFICATION: JANITOR waives any and all claims and recourse against CITY, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to JANITOR's performance of this Agreement, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. Further, JANITOR shall indemnify, hold harmless, and defend CITY against any and all claims, demands, damages, costs, expenses, or liability arising out of JANITOR's performance of this Agreement, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. If CITY is determined to be solely negligent by a final decision in a court of law and such sole negligence by CITY directly results injudgment(s), costs, and/or expenses to JANITOR, then CITY shall reimburse JANITOR for the portion of such judgment(s), costs and/or expenses attributed to CITY as a result of such determination of CITY's sole negligence. 15. MODIFICATION: This Agreement constitutes the entire agreement between CITY and JANITOR. No agreements, amendments, modifications, implied or otherwise, shall be binding on any of the parties unless set forth in writing and signed by both parties. 16. SEVERABILITY: The illegality, invalidity or unenforceability of any term, condition, or provision of the Agreement shall in no way impair or invalidate any other term, condition, or provision of the Agreement. All such other terms, conditions, and provisions shall remain in full force and effect. 17. CONTRACT DOCUMENTS: This Agreement consists of the following documents: A. This Agreement; B. Cleaning Quality Requirements (Exhibit PROF ESSIONAL SERVICES; VARSITY CONTRACTORS- 2010 -2013 PAGE60F7 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have set their hand this 5 day of VARSITY CONTRACTORS, INC.: CITY OF MOSCOW: 7f.o I I (503) 254-7855 ACKNOWLEDGMENT STATE OF OfCJ()V\ ) ) ss. COUNTY OF NA uAW\oVY\M) On this S day of Q G \o-cv , 201 0, before me, a N otary Public in and for said State, appeared Bryan Goold, known to me to be the person named above and acknowledged that he/she executed the foregoing Professional Services Contract as the duly authorized representative for Varsity Contractors, Inc. Notary Public for the tate of 01(ea:6\c- Residing at (ares\A.cVh, o "-tv My commission expires \1 & 1 L ? l, 2-o 12- Agreement\ProfessionaiServices-VarsityContractors,Janitor(3yr)20 I 0-20 13\pm PROFESSIONAL SERVICES; VARSITY CONTRACTORS- 2010-2013 OFFICIAL SEAL REBECCA MERSHON NOTARY PUBLIC· OREGON COMMISSION NO. 429067 MY COMMISSION EXPIRES MAY 31, 2012 PAGE 7 0F7 ---PAGE BREAK--- OP ID· KLK ACORD. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/00/YYYY) 10/04/10 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Premier Insurance - IF P.O. Box 50340 Idaho Falls, ID 83405 Curtice Mathews - - [PHONE REDACTED] [PHONE REDACTED] INSURED Varsity Contractors, Inc. Don Aslett, Inc. etal PO Box 1692 Pocatello, ID 83204 COVERAGES CERTIFICATE NUMBER· - CONTACT NAME: PHONE -Wf" NQ, Ell!}: E·MAIL -4_9DRESS: ID u; VARSJ-1 INSURER(S) AFFORDING COVERAGE INSURER A: St. Paul Fire & Marine Ins Co INSURER B: Travelers Property Casualty Co INSURER c: Travelers Casual[-& Surety Co INSURER D: INSURER E: INSURER F: , r.:;R,!i£L - I NAIC# 24767 125674 19038 - I REVISION NUMBER· THIS IS TO CERTIFY THAT THE POL ICIES OF INSURANCE L ISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POL ICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POL ICIES DESCRIBED HEREIN IS SUBJECT TO AL L THE TERMS, EXCL USIONS AND CONDITIONS OF SUCH POL ICIES. L IMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CL AIMS. INSR LTR B B A - TYPE OF INSURANCE - - -r.FErDC GENERAL LIABILITY Xl COMMERCIAL GENERAL LIABILITY I : CLAIMS-MADE [KJ OCCUR I - i -I GEN'L AGGREGATE LIMIT APPLIES PER: : 1 POLICY fxHf8i n LOC I AUTOMOBILE LIABILITY I X I ANY AUTO I i ALL OWNED AUTOS SCHEDULED AUTOS I HIRED AUTOS - - NON-OWNED AUTOS I I UMBRELLA LIAB EXCESS UAB 1-X -1 OCCUR I CLAIMS-MADE 1 : DEDUCTIBLE Xi RETENTION $ 10,000 WORKERS COMPENSATION x i ' I I POLICY NUMBER cMMQ1 IJhl%ivKVv;--- LIMITS C2JGLSA 1761 B7541 0 EACH OCCURRENCE Is 09/01/10 09/01/11 - DAMAGE TO RENTED Is PREMISES {Ea occurrence) I MED EXP (Any one person) H I PERSONAL & ADV INJURY I 1 GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG I $ Emp Ben. Is COMBINED SINGLE LIMIT ' (Ea accident) $ iTC2JCAP1761 B7 4210 09/01/10 09/01/11 ; BODILY INJURY (Per person) $ I BODILY INJURY (Per accident) S I 1 r p rBA;P::: t@AMAGE $ i $ EACH OCCURRENCE 's Is AGGREGATE QK09401060 09/01/10 09/01/11 I s I $ 1 X 1 we STATU- 1 X fOTH- - AND EMPLOYERS' LIABILITY YIN JTC2J u B 1761 B5981 o ,__lORY LIMITS B B c ANY PROPRIETORIPARTNERIEXECUTIVE [EJ ! OFFICER/MEMBER EXCLUDED? N I A · (Mandatory in NH) I [\]^_r`ffab O':'6PERATIONS below : Employee Theft I iTRJUB1761 B70501 0 105169627 09/01/10 09/01/11 09/01/10 09/01/11 ! 09/01110 09/01/11 ' DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CiW of Moscow is named as an additional insured on the general liablity po 1cy per CGD246. Coverage is primary and non-contributing. CERTIFICATE HOLDER CANCELLATION CITYOF3 ! E.L. EACH ACCIDENT $ E.L. DISEASE- EA EMPLOYEE $ E.L. DISEASE- POLICY LIMIT I $ Limit 3rd Party 1,000,000 500,000 0 1,000,000 2,000,000 2,000,000 1,000,000 1,000,000 - 19,000,000 19,000,000 1,000,000 1,000,000 - 1,000,000 1,000,000 2,500,000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Moscow THE EXPIRATION DATE THEREOF, NOTICE W ILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Tom Grundin 206 E 3rd Street AUTHORIZED REPRESENTATIVE Moscow, ID 83843 (5.GH © 1988-2009 ACORD CORPORATION. All reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD ---PAGE BREAK--- COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED- (Section II) is amended to include any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Cover age Part, but: a) Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in surance provided to the additional insured shall be limited to the limits of liability re quired by that "written contract requiring in surance". This endorsement shall not in crease the limits of insurance described in Section Ill - Limits Of Insurance. b) The insurance provided to the additional in sured does not apply to "bodily injury", "prop erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or sur veying services, including: i. The preparing, approving, or failing to prepare or approve, maps, shop draw ings, opinions, reports, surveys, field or ders or change orders, or the preparing, approving, or failing to prepare or ap prove, drawings and specifications; and ii. Supervisory, inspection, architectural or engineering activities. c) The insurance provided to the additional in sured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products-completed op erations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that oc curs before the end of the period of time for which the "written contract requiring insur ance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis, this insurance is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible "other in surance", whether primary, excess, contingent or on any other basis, that is available to the addi tional insured when that person or organization is an additional insured under such "other insur ance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occur rence" or an offense which may result in a claim. To the extent possible, such notice should include: CG 02 46 08 05 © 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2