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HomeMy Public PortalAboutTotally Toxic Free Contract.pdfSERVICE AGREEMENT — CUSTODIAL MAINTENANCE (the "Agreement") EFFECTIVE DATE: November 12, 2015 Contractor: Totally Toxic — Free Cleaning a corporation a division of X a limited liability company a limited partnership a sole proprietorship Name: Twila Roach Title: Physical Delivery Address 24B Pulaski St. Tybee Island, GA 31328 Mailing Address (if different) RIVER'S END CAMPGROUND/ CITY OF TYBEE Contact Name: Woody Hemphill Title: Campground Manager Physical Delivery Address S Fort Avenue Tybee Island, GA 31328 PO Box 988 Tybee Island, GA 31328 Telephone: 770-322-4629 Facsimile: Email: info@totallytoxicfreecleaning.com Social Security or Tax ID Number: 47-3714857 Telephone: 912.257.9890 Facsimile: 912.786.4126 Email: whemphill@cityoftybee.org River's End Campground and Contractor may hereinafter sometimes be referred to individually as a Party or collectively as the Parties. River's End Campground is owned and operated by the City of Tybee and parties representing either may hereinafter be referred to as River's End. Service Agreement - [Type text] Page 1 of 17 ARTICLE I. SCOPE AND DEFINITIONS SECTION A. SCOPE OF THE AGREEMENT Implementation of the Agreement Paragraph 1.1. This Agreement and related Exhibits comprise the entire contract between River's End and Contractor concerning the Work. It may be altered only by a written Modification or Change Order. Paragraph 1.2. It is the intent of the Agreement to describe a complete project. Any Work that may reasonably be inferred from the Agreement as being required to produce the intended result shall be supplied by Contractor at no additional cost to River's End, whether or not it is specifically called for. SECTION B. DEFINITIONS Wherever used in the Agreement the following terms have the meanings indicated which are applicable to both the singular and plural thereof: Paragraph 1.3. "Additional Work" or "Additional Services" means Work beyond the scope of work identified in the specifications described in Exhibit "A". Paragraph 1.4. "Agreement" means this signed written agreement between River's End and Contractor covering the Work to be performed by Contractor, and other Addenda, attachments and Exhibits to this Agreement and made a part thereof as provided herein. "Application for Payment" means the form approved by River's End which is to be used by Contractor in requesting progress or final payment and which is to include such supporting documentations as is required by the Agreement. Paragraph 1.5. "Bonds" means bid and/or performance bond or other instruments of security. Paragraph 1.6. "Change Order" means a written order to Contractor signed by River's End authorizing an addition, deletion, or revision in the Work, or an adjustment in the Contract Price issued after the Effective Date of the Agreement. Paragraph 1.7. "Commencement Date" means the date upon which the Work shall begin. Paragraph 1.8. "Contract Price" means the monies jointly and separately due and payable by River's End to Contractor under this Agreement. Paragraph 1.9. "Day" means a calendar day of twenty-four hours measured from midnight to the next midnight. Paragraph 1.10. "Modifications" means (a) a written amendment of the Agreement signed by the Parties, or (b) a Change Order. A Modification may be made only after the Effective Date of the Agreement. Paragraph 1.11. "Owner" means River's End. Paragraph 1.12. "Permit" means a written permit issued by any local, State, or Federal agency, or other legal authority, as required to conduct the Work. Paragraph 1.13. "Person" means an individual, partnership, joint venture, corporation, limited liability company, or unincorporated organization. Paragraph 1.14. "Project" means the total scope of Work specified in the Agreement. Service Agreement - [Type text] Page 2 of 17 Paragraph 1.15. "Report" means weekly, monthly, quarterly, or yearly report that demonstrates the tasks completed over that period of time. Paragraph 1.16. "Subcontractor" means a Person having a direct contract with Contractor or with any other subcontractor for the performance of part of the Work. Paragraph 1.17. "Third Party" or "Third Parties" means any Person other than a member of Contractor or River's End. Paragraph 1.18. "Unit" means a specific quantity of material or service (per tree, hour, stump). Paragraph 1.19. "Unit Price" means the dollar amount per Unit as quoted in Exhibit "A". Paragraph 1.20. "Work" means all of the services, labor, equipment and materials to be performed, provided, or furnished by Contractor as required by the Agreement. ARTICLE II. CONTRACT ADMINISTRATION SECTION A. CONTRACT FORMATION, INTERPRETATION, ASSIGNMENT, AND SUBCONTRACTS Subcontracting and Assignments Paragraph 2.1. Contractor shall disclose to River's End in writing, any and all Subcontractors planned to be used under the Agreement and shall not use any Subcontractor or other Person (including those who are to furnish the principal items of material or equipment), whether initially or as a substitute, without the prior written consent of River's End. Paragraph 2.2. River's End may assign this Agreement in part or in whole including all rights and obligations to any assignee at its sole discretion and without any prior notice or consent from Contractor. Upon any such assignment by River's End, this Agreement shall remain a valid and enforceable agreement and the original terms and conditions contained herein, or any properly amended terms and conditions shall remain valid and enforceable. Contractor shall not assign this Agreement, including to any Affiliates, without River's End's prior written consent, which shall not be unreasonably withheld. Any purported assignment without such consent shall be void. Paragraph 2.3 Contractor shall be fully responsible for all acts and omissions of its Subcontractors, of all Persons directly or indirectly employed by them and Persons for whose acts any of them may be liable to the same extent that the Contractor is responsible for the acts and omissions of Persons directly employed by Contractor. Nothing in the Agreement shall create any contractual relationship between River's End and any Subcontractor, except as may be otherwise be required by law. SECTION B. TERM Term Paragraph 2.4 This Agreement shall be effective as of the Effective Date written on the first page of this Agreement. If the first page is undated, then the Effective Date shall be the date the first Work is commenced. Paragraph 2.5 This Agreement shall continue from the Effective Date until terminated by the expiration of the Term or by termination procedures as described in this Agreement. Paragraph 2.6. The initial term ("Initial Term") of the Agreement is from the Effective Date and ending on October 31, 2016. Any and all financial obligations of River's End under this Agreement are conditional as they are related to a yearly appropriation (fiscal year). River's End may terminate this Agreement at any time without penalty so long as thirty (30) days written notice is provided to Contractor. River's End may give written notice to the Contractor of its desire to renew the Agreement (the "Renewal Notice") for an additional fiscal year (the "Renewal Term"). If River's End delivers Service Agreement - [Type text] Page 3 of 17 VSIEZAMIZI=SIMM. Vf.t. ,M/X',7,1`,1=f2/1.1f,2M1211,0,411 the Renewal Notice, the Parties shall within thirty (30) days from the date of receipt of the Renewal Notice use good faith efforts to negotiate the term and conditions of the Renewal Term. If notice of nonrenewa I is not provided to Contractor by River's End, an automatic renewal will apply unless notice of nonrenewal is given to Contractor by River's End. Any agreed upon Renewal Terms shall be in writing and executed as a Modification of the Agreement. In the event the Parties are unable to agree upon the terms and conditions for the Renewal Term, then the Agreement shall expire upon the expiration of the current Term or otherwise terminate pursuant to the terms of the Agreement. SECTION C. CONTRACT COMMUNICATION Notices Paragraph 2.6 All notices, requests, demands, and other communications specifically required or authorized by this Agreement shall be written and shall be (a) delivered personally, (b) mailed by registered mail or certified mail, return receipt requested, postage prepaid, (c) sent by facsimile transmission, or (d) sent by email. All such communications shall use the receiving Party's contact information on this Agreement's first page. A Party may change its contact information by sending a notice to the other Party complying with these notice requirements. Paragraph 2.7. All other communications, including telephone, regular mail, email, and other informal communication methods, shall be effective only when the responsible officer, director, manager, or supervisor of the receiving Party has actual knowledge of the communication. SECTION D. CONTRACT PERFORMANCE Work Paragraph 2.8 Contractor agrees to furnish all labor, materials, expertise, and other requirements as set forth herein and as more specifically described in Exhibit "A" and will provide such in a good and workmanlike manner. Contractor as an Independent Contractor Paragraph 2.9. At all relevant times to this Agreement, Contractor shall act as independent contractor to River's End in providing the Work to River's End. Nothing in this Agreement shall be interpreted to create any employment, partnership, or joint ventures. Except to the extent required to enable Contractor to perform his/her specific duties under this Agreement, Contractor shall not act as an agent of River's End, by entering into this Agreement, River's End, in no way, assumes any liabilities, debts or obligations of the Contractor whether now existing or hereafter created. Paragraph 2.10. Contractor shall not have authority to incur or assume any debt, obligation, expense, or liability against River's End, and shall not have the authority to bind or otherwise obligate River's End to any contracts, agreements, warranties, or understandings. Change Orders Paragraph 2.11. Any Change Orders or Modifications to the Agreement must be approved by River's End and be incorporated by written amendment to the Agreement. Contractor shall not have the authority to make, revise, alter, depart, or otherwise diverge from any of the terms, conditions, or places furnished to Contractor by River's End and/or this Agreement absent consent of River's End and written amendment to the Agreement. Continuing the Work Paragraph 2.12. Contractor shall carry on the Work and maintain the performance of the Work during all disputes or disagreements with River's End, except upon River's End default hereunder. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as the Parties may otherwise agree in writing. Equipment Storage Paragraph 2.13. Contractor shall be responsible for locating and providing storage for all equipment. Service Agreement - [Type text] Page 4 of 17 Permits Paragraph 2.14. Contractor shall be solely responsible for obtaining and paying for all permits and licenses related to their performance of the Work. Paragraph 2.15. Contractor shall pay all taxes and fees which may be chargeable against the performance of the Work, or incident to the Agreement by a government agency, including but not limited to any employment related taxes, F.I.C.A. taxes, social security taxes, and other taxes and fees, directly to the appropriate governmental bodies. River's End is owned by the City of Tybee Island and exempt from tax; River's End agrees to make their tax-exempt certification available to the Contractor to the extent required to assure River's End is not charged taxes which they are not responsible to pay. River's End shall not be liable in any way for such fees or taxes and the Contractor shall indemnify and hold River's End, their Affiliates officers, directors, members, and employees and assigns harmless from and against all claims, demands, causes of action, suits, or other litigation in connection with Contractor's failure to report such taxes and fees. No additional compensation will be paid to Contractor for taxes and fees. Unit Price and Payment Procedures Paragraph 2.16. Unit Price constitutes the compensation (subject to authorized adjustments made by a Change Order) payable to Contractor for performing the Work. All duties, responsibilities and obligations assigned to or undertaken by Contractor shall be at its expense without change in the Unit Price. Unit Price is described in the specifications in Exhibit "A" and Exhibit "C". Paragraph 2.17. Contractor may request in writing an increase in the fees charged by the Contractor after the expiration of one year from the Effective Date of the Agreement, and annually thereafter. Upon request by the Contractor, the fees shall be adjusted to reflect changes in the cost of operations, excluding capital costs, as reflected by fluctuations in the Consumer Price Index ("CPI"), Not Seasonally Adjusted, South Urban. Fees shall be adjusted for the ensuing twelve- month period by an amount equal to the new CPI rate. Notwithstanding, the CPI rate shall not adjust during any year by no more than three percent (3%). Paragraph 2.18. Contractor shall submit to River's End monthly Applications for Payment that show all applicable areas where the Work was performed. Failure to fully comply with the Application for Payment procedure will cause delay in processing payments. Paragraph 2.19. On the 25 1h day of each month during the term of this Agreement, Contractor shall submit to River's End the Application for Payment, accompanied by (a) the monthly Report, (b) a sworn statement by Contractor certifying (i) the Application for Payment is correct, (ii) all insurance required by this Agreement is in full force and effect, (iii) all Subcontractors and suppliers have been paid from previous Applications for Payment, and (iv) the Contractor is not in default under any provisions of the Agreement and that no event has occurred which with the passing of time or the giving of notice could be a default under the Agreement, and (c) any other documents, information or data which River's End request be provided. Paragraph 2.20. If River's End disputes any portion of an Application for Payment, they shall, within thirty (30) Days of receipt of the Application for Payment, furnish the Contractor a reasonably detailed explanation of the objection, and may withhold payment on the portion in dispute. If Contractor objects to the withholding, it shall provide River's End with written notice of its objection within ten (10) Days of receipt of the written explanation from River's End. The parties may then proceed to Dispute Resolution as described in this Agreement as to any disputed amount. All undisputed amounts shall be paid within forty-five (45) Days of the receipt of the Application for Payment by River's End. Paragraph 2.21. Contractor shall notify River's End in writing within ten (10) Days of their receipt of payment from River's End, if there is any discrepancy based on a Contractor audit of the number of Units. This notice shall include the nature of the disagreement, the address/description of the location of the Unit in question, the type of service being provided, and the date such service began or ended. If the Contractor does not notify River's End of a discrepancy within the ten (10) Day period, the discrepancy is waived, and the Contractor is afforded no further recourse, right or remedy as to the discrepancy. ,-M=M1=tE Service Agreement - [Type text] Page 5 of 17 Paragraph 2.22. At any time during the Term of the Agreement, River's End may by Change Order alter the number of Units applicable to the Work. If the number of Units is increased, the Work on any additional Units will be paid to Contractor in an amount equal to the number of additional Units multiplied by the Unit Price herein. If the number of Units are decreased, the Contract Price will be reduced in an amount equal to the number of units decreased multiplied by the Unit Price. Unit Price and Units are described in the specifications in Exhibit "A". Paragraph 2.23. The Contractor's employees and Subcontractors who normally and regularly come into direct contact with the public shall bear some means of company identification such as a company uniform with name badges, name tags or identification marks. Vehicles and equipment shall also bear some means of company identification (as identified in Exhibit "A"). Paragraph 2.24. The Contractor shall assure that employees and its Subcontractors serve the public in a courteous, helpful and impartial manner and should refrain from belligerent behavior and profanity. Correction of any such behavior and language shall be the responsibility of the Contractor. Paragraph 2.25. The Contractor shall perform the Work with as little noise and as little disturbance to Third Parties and surrounding property owners as possible. Paragraph 2.26. Care shall be taken by Contractor to prevent damage to property, including lawns, shrubs, flowers, trees, and other plants of Third Parties. Safety and Protection Paragraph 2.27. Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. The Contractor shall appoint a qualified, experienced safety representative, whose duties shall be the prevention of accidents and the maintaining and supervising of the safety precautions and programs. Injury or Damage Paragraph 2,28. Contractor shall promptly notify River's End of all damage to property belonging to River's End or Third Parties, or injuries incurred by persons other than employees of Contractor in no case later than 12 hours after the injury or damage occurred. Paragraph 2.29. Contractor shall be responsible for any damage to the property, real or personal, of any Third Party and River's End that is caused by any act or omission of the Contractor in the performance under the Agreement. If River's End finds that the Contractor has failed to completely reimburse the Third Party any amount and River's End deems necessary to compensate the Third Party for its damaged property, River's End may pay the Third Party and deduct this amount from the amount due to Contractor under this Agreement. River's End reserves the right to pay all fines, penalties, costs and assessments levied by any governmental authority against the Contractor and to withhold said amount from any payments due to Contractor under this Agreement. The terms and conditions of this paragraph shall survive the termination of this Agreement. Additional Services Paragraph 2.30. Contractor shall prepare a list of rates for special services not specified in Exhibit "A". Contractor shall supply the list from time to time, but not less than once per year. Reports by Contractor Paragraph 2.31. Contractor shall render a monthly report of inspections and upon request by River's End provide a written report of equipment issues, conditions, or other related issues. The Contractor shall cooperate with River's End as necessary to review financial statements and/or audit Contractor's books and records concerning this Agreement. Paragraph 2.32. Only the authorized Persons working for Contractor or its Subcontractors shall be permitted to enter any work site where Contractor may be working. Contractor shall take such steps as are reasonably necessary to prevent Service Agreement - [Type text] Page 6 of 17 unauthorized Persons from entering such work site, including, without limitation, spouses and/or children of authorized Persons. SECTION E. PERFORMANCE AND TERMINATION Force Majeure Paragraph 2.33 Contractor and River's End shall be excused from complying with the terms and conditions of this Agreement if, to the extent, and for as long as, such Party's compliance is delayed or prevented by a Force Majeure event. A Force Majeure event will not excuse either Party from making payments, performing indemnity obligations (as applicable), or other duties not directly limited by the Force Majeure event, except as otherwise provided within this paragraph entitled "Force Majeure". "Force Majeure" includes acts of God, floods, blizzards, ice storms, and hurricanes, insurrection, revolution, piracy, and war. Strikes, slowdowns, walkouts, lockouts, industrial disturbances and labor disputes are not excused under this provision. Provisions Surviving Termination Paragraph 2.34. In the event of termination of this Agreement, the terms and conditions which expressly survive termination of this Agreement and those dealing with warranty, indemnities, audit, confidentiality, insurance, arbitration, disclaimer of consequential damages and any limitation of liability, shall survive termination and remain in full force and effect. Termination by River's End Paragraph 2.35. River's End may terminate the Agreement upon 1) thirty (30) Days written notice for any reason, or 2) upon any of the following events of default ("Events of Default") if after giving the Termination notice described in Paragraph 2.37, the Contractor has not cured the Event of Default within the applicable cure period: A.If Contractor fails to fulfill or maintain in a timely and proper manner any obligations, duties or provisions of the Agreement, and Contractor fails to cure such default to the satisfaction of River's End within ten (10) Days of the Contractor's receipt of written notice from River's End specifying how the Contractor failed to perform in reasonable detail. B.If Contractor is adjudicated voluntarily or involuntarily bankrupt, or a petition is filed by or against Contractor to declare Contractor bankrupt, or if Contractor is subject to the appointment of receiver or trustee and fails to have the receiver or trustee removed within sixty (60) Days, or if any assignment or Contractor's property shall be made for the benefit of creditors, or if Contractor becomes insolvent, or unable to pay its debts as they become due. C.If there is a change of Control of the Contractor, whether voluntarily or by operation of law, or substantially all the assets of the Contractor are sold or transferred voluntarily or otherwise, the Agreement shall terminate unless River's End agrees by Change Order to continue the Agreement with the Contractor after the change of Control or disposition of assets. The Contractor shall promptly notify River's End of any actual or proposed change in, transfer of or acquisition by another party of Control of the Contractor. "Control" as used herein means the power, whether direct or indirect, to direct the affairs of the Contractor by whatever manner exercised. Any agreement by River's End to continue this Agreement after the change in Control or disposition of assets shall be contingent upon the new controlling party or owner of the assets becoming a signatory to the Agreement and otherwise complying with all the terms and conditions herein, including but not limited to the submission of Bonds, if required by this Agreement, and certificates of insurance acceptable to the City of Tybee Island. Service Agreement - [Type text] Page 7 of 17 Administrative Fee Paragraph 2.36. If there is an Event of Default which the Contractor does not cure within the applicable cure period, River's End may charge and the Contractor shall pay to River's End an administrative fee to compensate River's End for its costs associated with the Contractor's failure to perform the Work as required in this Agreement, River's End may levy this administrative fee without terminating this Agreement. The fee shall be equal to 1.5 times the Daily Rate multiplied by the number of Days the Event of Default continues uncured after the expiration of the applicable cure period and shall be payable to River's End by the Contractor upon written demand, The Parties stipulate that the fee is a reasonable estimate and is not to be construed as a fine or penalty, and shall be in addition to any other remedy River's End may have a t law, in equity or under this Agreement. Termination Notice: Cancellation of Orders and Subcontracts Paragraph 2.37. Upon the occurrence of an Event of Default, subject to any applicable notice and cure period, River's End, should they elect to terminate the Agreement, will issue a written notice of termination (the "Termination Notice") to the Contractor. In addition, River's End may issue a Termination Notice for any reason so long as the Contractor is given thirty (30) Days notice in the Termination Notice. Termination shall be effective upon the date specified in the Termination Notice, and upon said date this Agreement shall be immediately terminated and thereafter neither Party shall have any rights or obligations under this Agreement except as expressly provided within. Any termination of the Agreement shall not relieve the Contractor (a) from the obligation to pay any fees, taxes or other charges then due to River's End, City of Tybee Island, or any other Third Party incident to the Agreement, (b) from the obligation to file any monthly, quarterly or annual Reports through termination, (c) from any claim from damages previously accrued or then accruing against the Contractor nor (d) from any provisions of this Agreement that expressly survive termination. Upon the effective date of termination as contained in the Termination Notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all Work and shall proceed to promptly cancel all existing orders and subcontracts for the Work. Contractor shall immediately submit an Application for Payment showing in detail the Work performed through the date of termination. River's End agrees to compensate the Contractor for that portion of Work actually performed prior to the effective date of termination and not disputed under this Agreement and not previously paid, less any charges, deductions, or administrative fees. Termination of this Agreement shall not affect any rights or remedies of River's End against Contractor then existing or which may thereafter accrue. Any retention or payment of monies due Contractor by River's End shall not release Contractor from liability. Termination or Stop Work by Contractor and Remedies for Default by River's End Paragraph 2.38. If through no act or fault of Contractor, the Work is suspended for a period of more than ninety (90) Days by River's End or under an order of court or other public authority, or River's End fails for sixty (60) Days to pay Contractor any sum not in dispute, or if River's End otherwise default hereunder, then Contractor may (i) upon fifteen (15) days written notice to River's End, and provided River's End does not remedy such suspension or failure to pay within that time, terminate this Agreement and recover payment from River's End for the undisputed Work which the Contractor completed prior to the effective date of termination, or (ii) upon seven (7) Days written notice to River's End stop the Work until payment of all such amounts due Contractor are received, without termination of this Agreement as the Contractor's sole and exclusive remedies. ARTICLE III. CONTRACTOR'S REPRESENTATIONS AND WARRANTIES General Service Warranty Paragraph 3.1. The general service warranty applies to all services performed by Contractor or its subcontractors. Contractor warrants it will perform all services in a good and workmanlike manner. The term "workmanlike manner" means services performed in a manner deemed proficient by those with the special knowledge, training, and expertise to judge such services. • • - Service Agreement - [Type text] Page 8 of 17 Contractor's Representations and Warranties Paragraph 3.2. Contractor is familiar with the nature and extent of the Agreement, the Work, the locality, with all local conditions and federal, state, and local laws, ordinances, rules, and regulations including but not limited to all rules, regulations, and the restrictive covenants governing the land within the jurisdiction of the City of Tybcc Island, that in any manner may affect cost, progress or performance of the Work. Paragraph 3.3. The person signing this Contract on behalf of the Contractor is authorized by Contractor to do so. Paragraph 3.4 Contractor's representations and warranties under this Article III of the Agreement entitled Contractor's Representations and Warranties will survive the termination of this Agreement. ARTICLE IV. FINANCIAL ADMININSTRATION SECTION A. APPLICATIONS FOR PAYMENT AND PROCEDURES Compensation Paragraph 4.1. Contractor's compensation shall be set forth in the specifications in Exhibit "A". Contractor's Invoices Paragraph 4.2. On or before the twenty-fifth (25) day of each month, Contractor shall send to River's End office an Application for Payment covering charges for the previous calendar month. Paragraph 4.3. Applications for Payment shall be submitted in such form and accompanied by such certification and documentation as River's End may reasonably request, including the following as applicable: (a) the dates and hours labor was employed in performing the Work, (b) standard billing rate, i.e. labor rate by certification level, (c) the types and quantities of materials or supplies furnished by Contractor and utilized in performing the Work, (d) the dates and hours equipment or machinery was employed in performing the Work, and (e) any charges for extra services authorized by River's End. (Each service must be individually listed next to its charge and approved proposals or Change Orders must be included). Payment of Application for Payment Paragraph 4.4. Except as provided in the paragraph entitled "Disputed Invoices," River's End agrees to pay Contractor's Application for Payment within forty-five (45) Days after River's End's receipt of the Application for Payment. Remedies for Unpaid Invoices Paragraph 4.5. Undisputed Applications for Payment or the undisputed part of an Application for Payment remaining unpaid after forty-five (45) Days from receipt by River's End shall accrue simple interest at the rate of 10% per annum (or the maximum interest rate allowed by applicable law, whichever is less), from the 46 th day after receipt by River's End through the day River's End makes payment to the Contractor. Disputed Applications for Payment Paragraph 4.6. If River's End, in good faith, disputes any Application for Payment in whole or in part, River's End shall notify Contractor of the dispute within the time required for payment and shall timely pay any undisputed portion. Interest shall not accrue on the amounts disputed in good faith. River's End Payment Does Not Constitute Waiver Page 9 of 17 Service Agreement - [Type text Paragraph 4.7. River's End's payment of an Application for Payment shall not prevent it from later filing claims against Contractor or waive its rights to recover money previously paid to Contractor. Without limiting the generality of the preceding sentence, River's End may recover any sums paid to Contractor by mistake of law or of fact. SECTION B. LIENS AND CLAIMS Contractor's Obligations Concerning Liens and Claims Paragraph 4.8. Contractor shall pay all valid claims for its labor, materials, services, supplies, and products as they become due. Whether a claim is valid or invalid, no lien, privilege, charge, or similar encumbrance shall become fixed upon River's End lands, fixtures, improvements, or other property because of Contractor's failure to pay for goods or services provided for hereunder. After being notified of the existence of such claims, charges, liens, privilege, or encumbrances, Contractor agrees to take all necessary steps to obtain the release of such lien, privilege, or encumbrance. Paragraph 4.9. If Contractor fails or refused to pay its claims or indebtedness, then River's End shall have the right to pay any such claims or indebtedness out of any money due to become due to Contractor under this Agreement; provided, however, River's End shall not pay any such claim or indebtedness as long as Contractor is actively contesting it and has taken all actions necessary (including the posting of a bond or security if appropriate) to protect River's End property interests and the interests of other Persons in that same property. Paragraph 4.10. Before River's End pays any Application for Payment, River's End may require Contractor to certify that there are no unsatisfied claims for labor, materials, equipment, supplies, or products. ARTICLE V. RISK MANAGEMENT SECTION A. GENERAL INDEMNIFICATION Release, Defense, and Indemnity Paragraph 5.1. Contractor agrees to indemnify, defend and hold River's End, its employees, and those for whom River's End may act as agent harmless from (1) any and all claims and liabilities for injuries or death of persons or damages to or destruction of property; (2) any other Loss caused by or resulting from the acts or omissions of Contractor, its agents subcontractors, suppliers or employees in the performance of this order; (3) any Loss caused by or resulting from the supplies purchased under this order, (4) any intended use of products or materials provided by the Contractor; (5) any defective products or materials provided by Contractor, including without limitation the use or disposal of hazardous and/or toxic materials, such materials to include at minimum all materials recognized by the Environmental Protection Agency as hazardous; or (6) any breach by contractor of any express or implied warranties. If Contractor's work hereunder involves operations by Contractor's agents, subcontractors, suppliers or employees on River's End's premises or any place where River's End conducts operations, Contractor shall take all necessary precautions to prevent the occurrence of any injury or damage to persons or property during the progress of such work. Further, Contractor shall indemnify, defend, and hold River's End, its employees, and those for whom River's End may act as agent harmless for any injuries occurring to Contractor's agents, subcontractors, suppliers or employees and Contractor shall maintain public liability, property damage and employee's liability and compensation insurance sufficient to protect River's End from any claims under any applicable law, statute, or regulation. Paragraph 5.2. The indemnities in Paragraph 5.1 of this Agreement shall only be effective to the maximum extent permitted by the applicable law, either legislative enactment or a controlling judicial decision. If such existing or future law limits in any way the extent to which indemnification may be provided to an indemnity that is negligent, or otherwise at fault and, notwithstanding the choice of law provision set forth herein, such law is applicable to interpretation of this Agreement, then this Agreement shall automatically be amended to provide that the indemnification provided hereunder shall extend only to the maximum extent permitted by such law. The liability of River's End is limited due to its status as a political subdivision of the State of Georgia. Service Agreement - [Type text] Page 10 of 17 Paragraph 5.3. For the purposes of Article V, the phrase "arising from or resulting from the performance of this Agreement" shall be broadly construed to include, but not limited to, not only formal work, but also any occurrences at the work site, including transportation to and from the work (other than personal or public transportation to the work site), breaks of all kinds, including, without limitation, breaks for meals and/or rest, horseplay of all kinds, or volunteering of all kinds to assist others in their work. Indemnity for Removal of Liens Paragraph 5.4. Should the Contractor fail to fulfill its obligations under Article IV Section B concerning remove of liens, privileges, or encumbrances on the property of River's End or property of River's End arising out of performance under this Agreement, Contractor agrees to release, protect, defend, indemnify, and hold harmless River's End for its direct costs actually incurred in removing such lien, privilege or encumbrance should River's End decide to proceed with removal. Limitation on Damages Paragraph 5.5. Contractor agrees that no member(s) of River's End will be responsible for and specifically agrees to release, defend, indemnify, and hold harmless of River's End, its directors, employees, and agents from any and all liability for indirect, special, incidental, consequential, punitive or exemplary damages suffered by an member(s) of Contractor. SECTION B. INSURANCE Basic Insurance Coverage Paragraph 5.6. The Contractor will support its indemnity obligations by furnishing liability insurance coverage, of the types set forth in Exhibit "B". Insurance Endorsements and Provisions Paragraph 5.7. Prior to commencing the Work under this Agreement, Contractor shall obtain a waiver of subrogation from its insurers on the policies required herein in favor of River's End. Paragraph 5.8. All such insurance coverage required under this Agreement shall: •Have such policies contain or be endorsed to contain a severability of interest provision so that each insured shall be treated separately under the policy so that the insurer may not deny enforcement based on the conduct or omissions of another insured; provided, however, this provision shall not cause any insurer or underwriter to pay more than the limits of the insurance coverage provided; •Be primacy over any insurance coverage maintained by River's End; •Be maintained in full force and effect during the term of this Agreement; and •Contains provision stating that such policies shall not be materially changed or cancelled without thirty (30) days prior written notice having first been furnished to River's End. Certificates of Insurance Paragraph 5.9. Contractor agrees that prior to commencing any of the Work under this Agreement; it shall have its insurance carrier furnish River's End a certificate(s) evidencing insurance coverage in accordance requirements identified Service Agreement - [Type text] Page 11 of 17 in Exhibit "B". Acceptance by River's End of a certificate(s) of insurance showing coverage not in compliance with the insurance requirements of this Agreement shall not relieve Contractor from its obligations under this Agreement. Severability Paragraph 5.10. If any part of Article V contravenes any applicable statutes, regulations, rules, or common law requirements, then, to the extent and only to the extent of such contravention, such part shall be severed from this Article V and deemed non-binding while all other parts of this Article V shall remain binding. ARTICLE VI. LEGAL ADMINISTRATION SECTION A. COMPLIANCE WITH LAWS AND REGULATIONS General Legal Compliance Paragraph 6.1. Contractor shall comply with all applicable local, state and federal ordinances, statutes, laws, rules and regulations applicable to the Agreement as well as other regulations and restrictive covenants of River's End. Paragraph 6.2. If the Contractor discovers any provisions in the Agreement which is contrary or inconsistent with any law, ordinance, or regulation, it shall immediately report same in writing to River's End. SECTION B. GOVERNING LAW AND DISPUTE RESOLUTION Paragraph 6.3. The Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Georgia. This Agreement is performable in Chatham County, Georgia and the Parties agree that venue for any dispute under the Agreement shall be Chatham County. Any party, who is the prevailing party in any legal proceeding brought under or in relation to the Agreement shall be entitled to recover court costs and reasonable attorney;s fees from the non- prevailing party. SECTION C. MISCELLANEOUS Severability Paragraph 6.4. If any part of this Agreement contravenes any applicable statutes, regulations, rules, or common law requirements, then, to the extent and only to the extent of such contravention, such part shall be severed from this Agreement and deemed non-binding while all other parts of this Agreement shall remain binding, so long as the material purposes of this Agreement can be determined and effectuated. Singular and Plural Paragraph 6.5. Reference to the singular includes a reference to the plural and vice versa. Gender Paragraph 6.6. Reference to one gender includes a reference to the other gender. Headings Paragraph 6.7. The headings, sub-headings, and other subdivisions of this Agreement are inserted for convenience only. The parties do not intend them to be an aid in legal construction. Counterpart Execution Service Agreement - [Type text] Page 12 of 17 Paragraph 6.8. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed an original of this Agreement for all purposes. No party shall be bound to this Agreement unless and until all Parties have executed a counterpart. Binding Authority Paragraph 6.9. Each of the individuals executing this Agreement represents that he or she has full right and authority to execute this instrument on behalf of River's End or Contractor, as the case may be, and to bind such Party. If the Person executing this Agreement has a title that includes the term "Manager", "Director", or "Vice President", then the Parties agree that such Person has apparent authority to execute this Agreement and bind the Party. If such a Person executes the Agreement on behalf of a Party, the other Party is not required to obtain a power of attorney, delegation of authority, or corporate resolution evidencing such authority. Entirety of Contract Paragraph 6.10. The Agreement embodies the entire contract between the Parties. Waiver Paragraph 6.11. Failure to exercise any option to terminate shall not constitute a waiver of the right to exercise the same in the event of any subsequent default. A waiver of any breach of any provision of the Agreement shall not constitute or operate as a waiver of any breach of such provision or any other provisions, nor shall any failure to enforce any provision hereof operate as a waiver of such provisions or any other provision. The failure of River's End at any time to enforce or to object to a failure or refusal to perform any terms, condition, or covenant of the Agreement, or to exercise any option herein given, or to require at any time performance by the Contractor of any term, condition, or covenant hereof, shall in no way constitute a waiver of subsequent breach, or effect the validity of the Agreement or any part hereof or the right of River's End thereafter to enforce the same, but shall apply only to the specific instance to which the failure to enforce is directed. Approvals Paragraph 6.12. All approvals or consents required or permitted pursuant to the Agreement shall be in writing in order to be considered valid and effective. TOTALLY TOXIC FREE CLEARNING, LLC By: (L. Name: (,t) { k 0 CL Title: (1.0 / (26ditu24-- Tax ID No.: -19 - 3r) / Exhibits: Exhibit "A": Specifications Exhibit "B": Insurance Requirements Exhibit "C": Bid Documents River's End / City of Tybee Island Name: --.7-10";>-( itli∎Nft Title: fit 1 7 L Service Agreement - [Type text] Page 13 of 17 Exhibit "A" Specifications 1.Commencement Date. The Commencement Date for the performance of the Work shall be within five (5) days of being given written or verbal notice to proceed. 2.Description and Scope of the Work: a. SPECIFICATIONS: The desire and intent of River's End is to have a highly reliable company to provide River's End expertise in the areas of custodial and facility maintenance at the municipally owned operated or maintained facilities. To achieve this objective, River's End submits these qualifying factors, inspections procedures, responsibilities/liabilities and industry performance standards. Qualifying factors will include and are not limited to the following: i.Proper and verifiable insurances ii.Proper and verifiable licenses and certifications iii.Adherence to all Federal, State and Local laws and regulations at all times iv.Performing and operating in an environmentally sound way as not to create damage or cause exposure by virtue of negligence or omission b. GENERAL STANDARDS AND PROCEDURES: i.Unit price shall be inclusive of any and all charges (staff time, materials, supplies, transportation to/from onsite locations, truck charges, environmental charges, etc.) ii.No taxes shall be included in the bid price since the City of Tybee is exempt from all sales tax. River's End will provide selected vendor applicable proof of sales tax exemption iii.Any and all financial obligations of River's End under a proposed contract are conditional as they are related to a yearly appropriation iv.Contractor shall be capable of receiving communication by fax, web, email, or via phone call/message v.Contractor shall provide all equipment, labor and material necessary to perform the required service. No equipment, material or personnel shall be provided by River's End to Contractor vi.Contractor must ensure user's safety when performing services in and around all locations vii.Contractor shall adhere to image standards — meaning each employee will be identified by a company uniform (shirt, pants and cap) and vehicles will be clean and all marked with company name viii.Contractor shall behave and operate in an environmentally sound and professional way as to not create damage or cause exposure by virtue of negligence or omission ix.Contractor shall supply to River's End a MSDS Sheet for each cleaning chemical used in the operation of cleaning all facilities x.Contract additions should be based on unit prices agreed in contract for the work requested. River's End will request a proposal for additional services added and will add said services to the contract at their discretion xi.Contractor will notify River's End immediately when repairs are needed (leaky faucets, stopped-up toilets and drains, broken fixtures) at a restroom or when vandalism occurs. An "on-call" number to facilitate this notification — (Insert Barb's cell II) xii.Additional scheduled opening/closing times plus restroom maintenance support may be required periodically. Contractor will be expected to accommodate such requests. xiii.Contractor will furnish all paper supplies, women's disposable waste wax bags, plastic bags, hand soap, and trash bags in the restrooms. Cost for materials shall be included in the unit price xiv.Payment to the selected Contractor shall be provided on a monthly basis from detailed invoices provided to River's End. Invoices shall contain the following information: Service Agreement - [Type text] Page 14 of 17 a.Service Dates b.Service Times c.Location of services breakdown, i.e. Cabin # d.Verification of Cost of Material e.Total Amount f.Additional Services c. CONTRACTOR RESPONSIBILITIES i. Bath Houses a)During the months of March — October, Contractor will arrive and begin cleaning restrooms by 6:00AM seven (7) days a week (including holidays). Bath HOuses will also be cleaned at 10AM & 3PM during these months. b)Bath Houses shall have a detailed cleaning at 8:00AM each morning during the months of November - February. c)Contractor will follow all park restroom specifications, procedures and standards for bath houses unless noted above. d)Restrooms are open to patrons at all times. Contractor shall give a vocal warning prior to entering the restroom. Example: "Maintenance". Do not begin cleaning services if occupied. Wait to begin cleaning until patrons have left. Even if doors are secured upon arrival contractor will inspect and clean restroom. e)Contractor shall set up safety cones, signs, or portable floor stands outside of the service area to caution patrons that maintenance is in process. e) Restroom Cleaning Standards — DETAILED I. On a daily basis ensure the following 2.Toilet bowls, risers, and seats shall be free of deposits, liquids, or moisture on surfaces. 3.Building interior shall be free of dirt, trash, graffiti, insects (dead or alive), urine/feces and spider webs. 4.Floors shall be free from standing water, urine/feces and left clean. 5.Contractor will remove and clean any vandalism or graffiti done to mirrors, sinks, toilets, hand dryers, faucets, toilet paper and dispensers. Any repairs required for the aforementioned items will be done by River's End. Graffiti on any surface by paint, felt tip or ink pen will be removed by River's End. However, spit wads, shoe polish, hairspray, shaving cream or anything readily removable with soap and/or water must be cleaned by Contractor upon discovery. 5. Pick up large paper pieces and debris and place in wastebasket. 6.Dust/wipe all horizontal surfaces, fixtures, railings and support bars. 7.Gum, etc. should be scraped from the floor with a putty knife. 8.Sweep floors with special attention given to corners and concealed areas. Sweep or clean cobwebs or spit wads off the walls and ceilings. 9.Using a long handled brush and a toilet brush cleaner, thoroughly clean the interior of the toilet bowl making certain that up under the rim and the throat of the bowl are clean. The holes around the bowl rim should be periodically checked and reamed out to prevent reduction of flushing action. 10.Using a cleaning solution, clean both sides of the seat, the hinge area and the outside of the toilet. If the toilet uses a flush valve use the cleaning solution to clean the valve. Polish and dry all surfaces of the toilet seat exterior and the flush valve. 11.Ilse a clean soaked sponge (not the one used for the toilet) to thoroughly clean sinks, faucets and hand dryer. Stubborn stains and soap scum may require a light application of scouring powder or the use of a brush or scrubbing pad. Rinse and polish dry. 12.Chrome ware and mirrors shall be clean, bright and streak free. 13.Replenish toilet paper, and hand soap, etc. 14.Empty trash containers. 15.Floors must be wet mopped with a cleaning solution/disinfectant then dry mopped or squeegee as dry as possible. Service Agreement - [Type text] Page 15 of 17 16. Toilet paper shall be placed in all roll dispensers, in each restroom stall, to last until the • 17. Unpleasant odors (both sewage and chemical) shall be eliminated. following day. 18. Report permanent graffiti, leaky faucets, or any other needed repairs to River's End immediately. ii. Other Services 1.These services will be used on an as needed basis and are billed on per occurrence, per facility basis. 2.Service below may be requested at any time seven (7) days a week (including holidays), by River's End. 3.Restroom Cleaning Standards - DETAILED As described in the Restroom Specifications, Procedures, and Standards 4.Overstocking- Contractor will provide an additional stock of supplies to accommodate extra restroom usage. This includes extra toilet paper (three rolls of toilet paper per toilet in addition to the normal amount of toilet paper in the dispenser) as specified by River's End, extra soap where applicable and other necessary supplies to accommodate extra usage. Any materials or items that River's End must provide will be deducted from the Application for Payment at the end of the month. iii, Cabins 1.Check all drawers and cabinets to ensure that previous guests have not left anything behind. 2.Dust lights, furniture and ceiling fans 3.Check light bulbs, notify River's End to change if burned out 4.Check all appliances for functionality, notify River's End of any issues 5.Clean inside and outside of refrigerator and microwave (defrost freezer, as needed) 6.Clean windows including sills, and blinds, clean mirrors 7.Clean, scrub, and sanitize sinks and faucets 8.Vacuum and wipe down mattresses, including futon. Ensure all sand is removed 9.Check for wear, and stains on all cloth surfaces, wash and replace, as needed 10.Clean, scrub and sanitize toilet, shower and shower curtain/door 11.Empty trash cans and replace trash can liners 12.Vacuum, then steam mop floors with wood floor cleaner 13.Wipe down picnic table, with bleach and water solution. Clean doors, door knobs, and door windows. 14.Sweep enclosed and external porch and stairs, sweep webs from ceiling, and walls of porch 15.Clean grill, and pick up all debris and litter from around cabin. iv. Fitness Center 1.Wet Wipe ALL Cabinets, Closets, Drawers, Shelves, Light Fixtures 2.Wet Wipe ALL Fans, Blinds, & Vents 3.Dust TVs 4.Wet wipe all doors/walls/base boards 5.Dust all windowsills/light fixtures 6.Clean/Windex all windows & glass, including doors v. Concession Area / Kitchen 1.Wet wipe mantel/bar area 2.Windex all windows/mirrors 3.Wet wipe all tables/chairs 4.Sweep down all corners 5.Wet wipe all doors/walls/base boards 6.Windex all windows (inside & out) Service Agreement - [Type text] Page 16 of 17 20151112CityCouncilPacket Page 124 of 292 20151106/p-I 7.Wet wipe all countertops 8.Scrub sink with cleaning solution 9.Wet wipe inside and outside of all cabinet closets/drawers/shelves 10.Clean out all cabinets: throw away old food items 11.Clean out refrigerator/freezer: wet wipe inside and outside/throw away old food items 12.Clean stove: wet wipe down top and sides/oven cleaner on inside 13.Organize silverware/kitchen utensils/pots & pans/glassware/plastic ware 14.Dump trash/wash out trash cans/replace can liner 15.Sweep/mop floor vi. Fitness Center Restroom 1.Windex mirror 2.Scrub inside of toilet bowl/wet wipe outside of toilet 3.Wet wipe all countertops 4.Scrub sink with cleaning solution 5.Wet wipe all doors/walls/base boards 6.Dump trash/wash out trash cans/replace can liner 7.Sweep/mop floor Exhibit "B" Insurance Requirements 1.Workers' compensation: Contractor shall purchase and maintain Workers' Compensation Insurance with statutory limits in accordance with all applicable local, state, and federal laws, and Employers' Liability Insurance of $1,000,000 per accident/occurrence, including without limitation, an "Alternate Employer" and "Borrowed Servant" endorsement. • 2.Liability insurance: Contractor shall purchase and maintain Commercial General Liability Insurance with $2,000,000 combined single limit for Bodily Injury and Property Damage, specifically including Contractual Liability for their respective obligations under this Agreement, including Products Liability. 3.Automobile Liability Insurance: If owned, hired, or non-owned automotive equipment is used in the performance of this Agreement, Contractor, as applicable, shall purchase and maintain Automobile Liability Insurance with $2,000,000 combined single limit for Bodily Injury and Property Damage, including, without limitation, Hired and Non-Owned Liability. 4.Protection and Indemnity Insurance: Contractor shall purchase and maintain Protection and Indemnity Insurance with limits of $2,000,000 combined single limit per occurrence, including but not limited to coverage for contractual liability for those liabilities assumed by the Party. 5.Property Damage or Casualty Insurance: Contractor shall purchase and maintain Property Damage Insurance on their respective property, whether real (including, without limitation, buildings and fixtures, as applicable) or personal (including, without limitation, equipment and tools) for its replacement cost. With respect to leased equipment, the Contractor shall make certain that either lessor or lessee of such leased equipment is covered by Property Damage Insurance, • Service Agreement - [Type text] 20151112CityCouncilpacket Page 125 of 292 Page 17 of 17 201511060 • CITY OF TY -BEE ISLAND 4," CONTRACTOR REGISTRATION APPLICATION • • City of Tybee Use Only: Dare New Renewal Ucense tit 34isinffis Name --h .)--,fa i 1 ` L \i,j ,c 4-t ....._,e,, c ie ,,,,_,,,,,0 To Location *-7--- / Li kte_ r , la .1 d Malting Address ft/ a "21.( 1 as k-; Ji . 7 — 1,)e.6 T.,sicci-0, eii (-3/3as Pttune T 7 6.-39,;,.-LicoRci -all i o RI a) 4-07`-c4 / k —JD g.;(_. -ee.c I eeir) Federal I" /7 — 3 7 1 41 g5"7 NATCS Code Business Type (circle one): Sole Proprietor Partnership Corporation Other. (11-C) Type of Contractor General q Electrical q Mechanical q Plumbing q Other Has this business or anyone connected with this business been cited or charged with any violation of Georgia Law, Federal Law, Local Ordinance, or any Rule or Regulation of the State Reyeque Commissioner or any Rule or Regulation of the City or County within the past 12 months? (circle one) YES or(NO (If YES, list details) 1.Include a copy of your local business license. 2.Apr business that reouires state licensing must include a coov of state license. List person(s) authorized to request inspections: FL); RUCZ a.4 I hereby make application to the City of Tybee Island for a Contractor Registration. I certify that the above s ^tements are true and correct I understand that the processing fee of 520.00 is non-refundable. I further understand that the provision of false information on this apption may result in the revoimtion of this registration by the City of Tybee Island. nlica /z)//e/ls- Applicant Signatur C---- JA ....Q....r— n-4.--------, Date Printed Name i lit) i /a, I(io a c . /--k. Received by Date POUTING I APPROVAL I BY I DATE FEE Administrator I REQUIRED I I I Contractor Registteon 20.0 Zoning Approval I REQUIRED I I I Reason for denier: City of Tybee. Island 403 Butler Avenue Atterrdon: Contractor Registration, P.O. Box 2749, Tybee Island, Georgia 31328 -2749 Telephone (912) 786-4573 FAX (912) 786-5832 imviw.cityoft'ybee.orq 20151112CityCouncilPacket Page 126 of 292 20151106/y1