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HomeMy WebLinkAboutC21-379 EC D+D ManzaneresDocuSign Envelope ID: 7F452475-1131-4EDF-B40E-40466D6659DA
AGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY, COLORADO
AND
D&D MANZANARES, INC d/b/a SERVICEMASTER COMMERCIAL CLEANING SOLUTIONS
THIS AGREEMENT ("Agreement") is effective as of 11/9/2021 by and between D&D Manzanares,
Inc. d/b/a ServiceMaster Commercial Cleaning Solutions a Colorado corporation (hereinafter "Contractor") and
Eagle County, Colorado, a body corporate and politic (hereinafter "County").
RECITALS
WHEREAS, County desires to utilize Contractor for janitorial services and other on -call services as required for
Eagle County Facilities (the "Property"); and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and
experience necessary to provide the Services as defined below in paragraph 1 hereof; and
WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the
Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as
follows:
1. Services or Work. Contractor agrees to diligently provide all services; labor; personnel; equipment; and
materials (including but not limited to environmental -friendly cleaning products and consumables including hand
soap, paper towels, trash bags and liners, and toilet tissue) necessary to perform and complete the services or work
described in Exhibits A, B, C and D ("Services" or "Work") which are attached hereto and incorporated herein by
reference. Paper towels and soaps for the individual kitchenettes and break areas are not included in this
Agreement. The Services shall be performed in accordance with the provisions and conditions of this Agreement.
a. Contractor agrees to furnish the Services in accordance with the schedule established in Exhibit C
in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor
represents that it has the expertise and personnel necessary to properly and timely perform the Services.
b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibits
A. B, C and D and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this
Agreement shall prevail.
2. County's Representative. The Facilities Management Department's designee shall be Contractor's contact
with respect to this Agreement and performance of the Services.
3. Term of the Agreement. This Agreement shall commence upon October 31, 2021, and subject to the
provisions of paragraph 12 hereof, shall continue in full force and effect for a period of one year.
4. Extension or Modification. This Agreement will renew automatically for three additional one year terms at
the rates set forth in Exhibit A, unless earlier terminated as provided for herein. Any amendments or modifications
DocuSign Envelope ID: 7F452475-1131-4EDF-B40E-40466D6659DA
shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis
for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by
County for such additional services in accordance with County's internal policies. Accordingly, no course of
conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or
additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or
not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable
hereunder. In the event that written authorization and acknowledgment by County for such additional services is not
timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such
additional services shall be deemed waived and such failure shall result in non-payment for such additional services
or work performed.
5. Compensation. County shall compensate Contractor for the performance of the Services in a sum
computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not
exceed the amounts as set forth in Exhibit A. Prior to commencement of any additional services, Contractor shall
first provide County with a written estimate which shall include an estimate of the labor, materials without any mark
up and any additional costs necessary to perform the services. Each estimate must be approved by County's
Representative prior to commencement of the services by Contractor and all rates shall be in accordance with the
rates set forth herein. Total compensation for additional services under this Agreement shall not exceed twenty five
thousand dollars ($25,000.00) annually without a written amendment to this Agreement. Contractor shall not be
entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless
specifically authorized in writing by County.
a. Payment will be made for Services satisfactorily performed within seven (7) days of receipt of a
proper and accurate invoice from Contractor. Contractor will invoice County on or before the 15' of each month for
Services performed for the 1st -15' of that month. Contractor will invoice County on or before the 30' of each month
for Services performed for the 16' through the end of the month. All invoices shall include detail regarding the
hours spent, tasks performed, who performed each task and such other detail as County may request.
b. If, at any time during the term or after termination or expiration of this Agreement, County
reasonably determines that any payment made by County to Contractor was improper because the Services for
which payment was made were not performed as set forth in this Agreement, then upon written notice of such
determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to
County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall
forthwith be returned to County.
County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor
agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made
pursuant to the terms of this Agreement.
d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no
obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after
December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the
Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local
Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X,
Sec. 20).
6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the
particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for
DocuSign Envelope ID: 7F452475-1131-4EDF-B40E-40466D6659DA
the performance of any of the Services or additional services without County's prior written consent, which may be
withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all
personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom
County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each
subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be
bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and
responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not
the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and
Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its
agents, employees and subcontractors.
7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following
insurance coverage with limits of liability not less than those stated below:
a. Types of Insurance.
Workers' Compensation insurance as required by law.
ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined
bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned
vehicles.
iii. Commercial General Liability coverage to include premises and operations,
personal/advertising injury, products/completed operations, broad form property damage with limits of liability not
less than $1,000,000 per occurrence and $1,000,000 aggregate limits.
iv. Third party fidelity/crime coverage including coverage for theft and mysterious
disappearance. The policy shall include coverage for all directors, officers, agents and employees of the Consultant.
The policy shall name Eagle County and Eagle County's clients as loss payee as their interests may appear. The
policy shall not contain a condition requiring an arrest or conviction.
b. Other Requirements.
i. The automobile and commercial general liability coverage shall be endorsed to include
Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and
volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached
hereto as Exhibit E.
ii. Contractor's certificates of insurance shall include subcontractors, if any as additional
insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each
subcontractor.
iii. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
iv. The parties hereto understand and agree that the County is relying on, and does
not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and
protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise
DocuSign Envelope ID: 7F452475-1131-4EDF-B40E-40466D6659DA
available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and
volunteers.
V. Contractor is not entitled to workers' compensation benefits except as
provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage
is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax
on any moneys paid pursuant to this Agreement.
8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents
and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as
any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon
any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall
reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection
with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not
apply to claims by third parties against the County to the extent that County is liable to such third party for such
claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination
hereof.
9. Building Access. Eagle County Facilities will issue door access cards and keys to ServiceMaster to
distribute to employees as required. All access cards and keys obtained during the performance of the Services shall
remain the property of the County and are to be delivered to County before final payment is made to Contractor or
upon earlier termination of this Agreement. Failure to return all of the issued access cards and keys will result in the
Contractor being liable for the cost of rekeying the impacted Facilities.
10. Ownership of Documents. All documents (including electronic files) and materials obtained during,
purchased or prepared in the performance of the Services shall remain the property of the County and are to be
delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement.
11. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally
delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx
or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv)
when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing
the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with
confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days
prior written notice of such change to the other party.
COUNTY:
Eagle County, Colorado
Attention: Facilities Management
500 Broadway
Post Office Box 850
Eagle, CO 81631
3289 Cooley Mesa Road
Gypsum, CO 81637
Telephone: 970-328-8880
Facsimile: 970-328-3 539
E-Mail: facilities@eaglecounty.us
DocuSign Envelope ID: 7F452475-1131-4EDF-B40E-40466D6659DA
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
E-Mail: atty@eaglecounty.us
CONTRACTOR:
D&D Manzanares, Inc. dba ServiceMaster Commercial Cleaning Solutions
P.O. Box 410
Eagle, Colorado 81631
Telephone: 970-328-4444
Facsimile: 970-328-4447
E-Mail: dan@4smclean.com
12. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason,
with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the
Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents
as defined in paragraph 10 hereof, in such format as County shall direct and shall return all County owned materials
and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination.
13. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this
Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the
sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be
governed by the laws of the State of Colorado.
14. Execution by Counterparts: Electronic Signatures. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same
instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following
two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or
facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized
signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of
electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121.
15. Other Contract Requirements and Contractor Representations.
a. Contractor has familiarized itself with the nature and extent of the Services to be provided
hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and
regulations that in any manner affect cost, progress, or performance of the Services.
b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems
necessary for the performance of the Services.
C. To the extent possible, Contractor has correlated the results of such observations, examinations,
investigations, tests, reports, and data with the terms and conditions of this Agreement.
DocuSign Envelope ID: 7F452475-1131-4EDF-B40E-40466D6659DA
d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or
discrepancies.
e. Contractor shall be responsible for the completeness and accuracy of the Services and shall
correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the
County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor
shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of
care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants
that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest
standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to
ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of
this Agreement.
f. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and
professional standards, in the performance of this Agreement. Time is of the essence with respect to this
Agreement.
g. This Agreement constitutes an agreement for performance of the Services by Contractor as an
independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to
create a relationship of employer -employee, master -servant, partnership, joint venture or any other relationship
between County and Contractor except that of independent contractor. Contractor shall have no authority to bind
County.
h. Contractor represents and warrants that at all times in the performance of the Services, Contractor
shall comply with any and all applicable laws, codes, rules and regulations.
i. This Agreement contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other agreements or understanding between the parties with respect thereto.
j. Contractor shall not assign any portion of this Agreement without the prior written consent of the
County. Any attempt to assign this Agreement without such consent shall be void.
k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations
hereunder are reserved solely for the parties, and not to any third party.
1. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver
thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach.
in. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision hereof.
n. The signatories to this Agreement aver to their knowledge no employee of the County has any
personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor
has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the
Services and Contractor shall not employ any person having such known interests.
DocuSign Envelope ID: 7F452475-1131-4EDF-B40E-40466D6659DA
o. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms
under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this
Agreement.
16. Prohibitions on Government Contracts.
As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries
not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or
subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this
Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual
who will perform under this Agreement and that Contractor will participate in the E-verify Program or other
Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all
employees who are newly hired for employment to perform Services under this Agreement.
a. Contractor shall not:
Knowingly employ or contract with an undocumented individual to perform Services
under this Agreement; or
ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not
knowingly employ or contract with an undocumented individual to perform work under the public contract for
services.
b. Contractor has confirmed the employment eligibility of all employees who are newly hired for
employment to perform Services under this Agreement through participation in the E-Verify Program or Department
Program, as administered by the United States Department of Homeland Security. Information on applying for the
E-verify program can be found at:
httos://www. uscis.00v/e-verify
C. Contractor shall not use either the E-verify program or other Department Program procedures to
undertake pre -employment screening of job applicants while the public contract for services is being performed.
d. If Contractor obtains actual knowledge that a subcontractor performing work under the public
contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required
to:
i. Notify the subcontractor and County within three (3) days that Contractor has actual
knowledge that the subcontractor is employing or contracting with an undocumented individual; and
ii. Terminate the subcontract with the subcontractor if within three days of receiving the
notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or
contracting with the undocumented individual; except that Contractor shall not terminate the contract with the
subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor
has not knowingly employed or contracted with an undocumented individual.
DocuSign Envelope ID: 7F452475-1131-4EDF-B40E-40466D6659DA
e. Contractor shall comply with any reasonable request by the Department of Labor and Employment
made in the course of an investigation that the department is undertaking pursuant to its authority established in
C.R.S. 8-17.5-102(5).
f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of
contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor
shall be liable for actual and consequential damages to County as required by law.
g. County will notify the Colorado Secretary of State if Contractor violates this provision of this
Agreement and County terminates the Agreement for such breach.
[REST OF PAGE INTENTIONALL Y LEFT BLANK]
DocuSign Envelope ID: 7F452475-1131-4EDF-B40E-40466D6659DA
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
COUNTY OF EAGLE, STATE OF COLORADO, By and
Through Its BOARD OF COUNTY COMMISSIONERS
Signed/Iby:
5Docu
By: GU'W
Matt Scherr, ChaiY 81UM718E0473...
Attest:
DocuSigned by:
By: yiut,
Regina O' f,VfetOtdlg'ie Board
CONTRACTOR:
D&D MANZANARES, INC d/b/a SERVICEMASTER
COMMERCIAL CLEANING SOLUTIONS
DocuSigned by:
By:haAm'ayams
_ FV.'U&FC21D3252EC748D...
Print Name: Dan Manzaneres
Title: President
NOTARY BLOCK
State of )
County of )
The foregoing instrument was acknowledged before me this
(name of
(title) of
corporation).
NOTARY PUBLIC
Print Name:
My commission expires:
day of , 20 by
person acknowledged), its
(name of
9
DocuSign Envelope ID: 7F452475-1131-4EDF-B40E-40466D6659DA
SERVICEMASTER COMMERCIAL CLEANING SERVICES
EAGLE COUNTY FACILITIES
Annual Increase:
103.30%
103.00%
103.00%
103.00%
#
Building
11/1/2021
11/1/2022
11/1/2023
11/1/2024
11/1/2025
1
Landfill Admin
$9,310
$9,617.62
$9,906.15
$10,203.33
$10,509.43
3
Landfill HHW
$4,584
$4,734.92
$4,876.96
$5,023.27
$5,173.97
4
Landfill MRF
$8,171
$8,440.17
$8,693.38
$8,954.18
$9,222.80
5
Animal Control
$12,137
$12,537.09
$12,913.20
$13,300.60
$13,699.62
6
Avon Annex
$29,425
$30,395.55
$31,307.42
$32,246.64
$33,214.04
7
ECB
$105,388
$108,866.17
$112,132.15
$115,496.12
$118,961.00
a
Attorney Bldg
$15,105
$15,603.87
$16,071.99
$16,554.15
$17,050.77
9
Eagle -Vail Sub
$4,934
$5,096.36
$5,249.25
$5,406.73
$5,568.93
10
Edwards -Sub
$4,391
$4,535.52
$4,671.58
$4,811.73
$4,956.08
11
ERC- Fairgrounds
$7,078
$7,311.26
$7,530.60
$7,756.52
$7,989.21
12
Exhibit Hall
$13,844
$14,301.01
$14,730.04
$15,171.94
$15,627.10
13
Justice Center
$62,771
$64,842.14
$66,787.40
$68,791.02
$70,854.75
14
Sheriff
$12,207
$12,609.48
$12,987.77
$13,377.40
$13,778.72
15
JC- Annex
$12,938
$13,365.21
$13,766.17
$14,179.15
$14,604.53
16
MSC - A
$23,135
$23,898.38
$24,615.33
$25,353.79
$26,114.40
17
MSC - B
$36,657
$37,866.38
$39,002.37
$40,172.44
$41,377.61
18
MSC- C
$3,474
$3,589.08
$3,696.75
$3,807.65
$3,921.88
19
MSC - D
$943
$974.13
$1,003.35
$1,033.46
$1,064.46
20
MSC-H
$13,612
$14,061.71
$14,483.56
$14,918.06
$15,365.61
21
Miller Ranch
$10,407
$10,750.51
$11,073.02
$11,405.21
$11,747.37
22
Old Courthouse
$42,542
$43,945.54
$45,263.91
$46,621.83
$48,020.48
23
Senior Center
$10,246
$10,583.61
$10,901.12
$11,228.15
$11,564.99
24
White House
$2,485
$2,567.14
$2,644.16
$2,723.48
$2,805.18
25
Coroner
$5,826
$6,018.38
$6,198.93
$6,384.90
$6,576.45
26
El Jebel
$40,715
$42,058.35
$43,320.10
$44,619.70
$45,958.29
27
El Jebel R&B
$4,743
$4,899.54
$5,046.52
$5,197.92
$5,353.86
497,065.93
$513,469.10
$528,873.18
$544,739.37
$561,081.55
Not for Public Release
DocuSign Envelope ID: 7F452475-1131-4EDF-B40E-40466D6659DA
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• •
Cleaning Supplies and Tools, Cleaing
Clothes, Damp Mops & Rags
• '
X
X
ORDERED BY
Customer
PURCHASED
BY Customer
Trash Liners for Scope of Service Area
X
X
Trash Bags & Trash Liners for Scope of
Service Area
X
X
Toilet Paper for Restrooms
X
X
Folding Towels for Restrooms
X
X
Hand Soap for Restrooms
X
X
Sanitary Napkiin Liners
X
X
Toilet Seat Covers for Restroom
Dispensers
X
X
Facial Tissue
X
X
Feminine Products for Dispensers
X
X
Hand Sanitizer for Dispensers
X
X
Dishwasher Soap / Dish Soap
X
X
Laundry Detergent
X
X
Soap and Shampoo for Showers
X
X
Folding Towels for Kitchens
X
X
Roll Towels for Kitchens
X
X
Hand Soap for Kitchens
X
X
Dishwasher Soap / Dish Soap
X
X
0