24723ContractCabbrosCleaning.pdf

CONTRACT

NO. 24723

FOR

JANITORIAL SERVICES

AWARDS FOR CATEGORY 1 GENERAL CLEANING: CLARK, COWLITZ, LEWIS, MASON, PIERCE, THURSTON, WAHKIAKUM

AWARDS FOR CATEGORY 2 FLOOR CLEANING: CLARK, COWLITZ, LEWIS, MASON, PIERCE, THURSTON, WAHKIAKUM

AWARDS FOR CATEGORY 3 WINDOW WASHING: CLARK, COWLITZ, LEWIS, MASON, PIERCE, THURSTON, WAHKIAKUM

For Use by Eligible Purchasers

By and Between

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES

and

CABBROS CLEANING SERVICE, LLC

Dated March 11, 2024

STATEWIDE CONTRACT NO. 24723 – JANITORIAL SERVICES 1

(Rev. 2022-11-16)

CONTRACT

NO. 24723

FOR

JANITORIAL SERVICES

This Contract (“Contract”) is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and Cabbros Cleaning Service, LLC, a company (“Contractor”) and is dated and effective as of March 12, 2024.

R E C I T A L S

A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish enterprise procurement solutions, including contracts, for goods and/or services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature also has authorized Enterprise Services to make these contracts available, pursuant to an agreement in which Enterprise Services ensures full cost recovery, to other local or federal government agencies or entities, public benefit nonprofit organizations, and any tribes located in the State of Washington. See RCW 39.26.050(1) & (2).

B. Washington state agencies and other eligible purchasers need to purchase certain categories of janitorial services for their facilities. Such facilities are located throughout the State.

C. Accordingly, Enterprise Services, on behalf of the State of Washington, issued Competitive Solicitation No. 24723 dated October 20, 2023 to procure janitorial services, by specified contract category and by county in a cost-effective and efficient manner.

D. Enterprise Services evaluated all responses to the Competitive Solicitation and identified Contractor as an apparent successful bidder for the above-referenced contract categories in the above-referenced counties.

E. Enterprise Services has determined that entering into this Contract will meet the identified needs and be in the best interest of the State of Washington.

F. The purpose of this Contract is to enable eligible purchasers to purchase the above-referenced contract categories of janitorial services in the above-referenced counties as set forth herein.

A G R E E M E N T

NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:

1. TERM. The term of this Contract is thirty-six (36) months, commencing March 12, 2024 and ending March 11, 2027; Provided, however, that if Contractor is not in default, Enterprise Services may extend the term of the Contract, by written amendment, for up to twenty four (24) additional months. in Enterprise Services’ reasonable judgment, Contractor satisfactorily has met the performance-based goals for contract extension, Enterprise Services shall extend the term of this Contract, by written

STATEWIDE CONTRACT NO. 24723 – JANITORIAL SERVICES 2

amendment, for up to twenty four (24) additional months. Such extension amendment shall be on the same terms and conditions as set forth in this Contract. To earn the performance-based Contract term extension, Contractor must achieve the following performance-based metrics:

PERFORMANCE METRIC PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION

Insurance Endorsements:

Contractor timely provides to Enterprise Services at the designated address, without exception, annual insurance endorsements for the insurance coverages required by this Contract. See Exhibit C – Insurance Requirements at § 4.

Vendor Management Fee:

Contractor timely remits to Enterprise Service, with no less than a 75% on time rate over the contract term, the applicable Vendor Management Fee (VMF).

Note: Contractor must pay the VMF within thirty (30) calendar days of invoice from Enterprise Services. If Contractor is delinquent in timely paying the VMF for three (3) or more quarters within the first nine (9) quarters of the Contract term, Contractor will not be eligible for a performance-based extension.

Contract Sales Reports:

Contractor timely provides to Enterprise Services, with no less than a 75% on time rate over the contract term, the required Contract quarterly sales reports.

Note: Contractor must provide the quarterly sales reports to Enterprise Services within thirty (30) calendar days of the quarter’s end. If Contractor is delinquent in providing the quarterly sales reports for three (3) or more quarters within the first nine (9) quarters of the Contract term, Contractor will not be eligible for a performance-based extension.

2. ELIGIBLE PURCHASERS. This Contract may be utilized by any of the following types of entities (each an eligible “Purchaser”):

2.1. WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions, boards, and commissions.

2.2. WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION (COLLEGES). Any the following institutions of higher education in Washington:

State universities – i.e., University of Washington & Washington State University;

Regional universities – i.e., Central Washington University, Eastern Washington University, & Western Washington University

Evergreen State College;

Community colleges; and Technical colleges.

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2.3. CONTRACT USAGE AGREEMENT PARTIES. Any of the following types of entities that have executed a Contract Usage Agreement with Enterprise Services:

Political subdivisions (e.g., counties, cities, school districts, public utility districts) in the State of Washington;

Federal governmental agencies or entities;

Public-benefit nonprofit corporations (i.e., public benefit nonprofit corporations as defined in RCW 24.03A.245 that receive federal, state, or local funding); and

Federally recognized Indian Tribes located in the State of Washington.

3. SCOPE – INCLUDED SERVICES & PRICES.

3.1. CONTRACT SCOPE. Pursuant to this Contract, Contractor is authorized to sell and provide only those Services set forth in Exhibit A – Included Services for the prices set forth in Exhibit B – Prices for Services. Contractor shall not represent to any Purchaser under this Contract that Contractor has contractual authority to sell or provide any Goods and/or Services beyond those set forth in Exhibit A – Included Services.

3.2. STATE’S ABILITY TO MODIFY SCOPE OF CONTRACT. Subject to mutual agreement between the parties, Enterprise Services reserves the right to modify the Services included in this Contract;

Provided, however, that any such modification shall be effective only upon thirty (30) calendar days advance written notice; and Provided further, that any such modification must be within the scope of the Competitive Solicitation for this Contract.

3.3. PRICE CEILING. Although Contractor may offer lower prices to Purchasers, during the term of this Contract, Contractor guarantees to provide the Services at no greater than the prices set forth in Exhibit B – Prices for Services.

3.4. CONTRACT INFORMATION. Enterprise Services shall maintain and provide to eligible Purchasers information regarding this Contract, including scope, pricing, and lowest responsive, responsible bidder designation. In addition, Enterprise Services identifies awarded contractors who qualify as Washington Small Businesses, Certified Veteran-Owned Businesses, or that, pursuant to the Contract provide Goods/Services that meet specified state procurement priorities as set forth in the Competitive Solicitation.

4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

4.1. QUALIFIED TO DO BUSINESS. Contractor represents and warrants that Contractor is (a) in good standing; (b) qualified to do business in the State of Washington; and (c) registered with the Washington State Department of Revenue and the Washington Secretary of State.

4.2. TAXES. Contractor represents and warrants that Contractor is current, in full compliance, and has paid all applicable taxes owed to the State of Washington.

4.3. LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS. Contractor represents and warrants that Contractor possesses and shall keep current during the term of this Contract all required

STATEWIDE CONTRACT NO. 24723 – JANITORIAL SERVICES 4

licenses, certifications, permits, authorizations, and approvals necessary for Contractor’s proper performance of this Contract.

4.4. SUSPENSION & DEBARMENT. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that neither Contractor nor its principals or affiliates presently are nor have ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States.

4.5. WAGE VIOLATIONS. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that during the term of this Contract and the three (3) year period immediately preceding the award of the Contract, Contractor has not been determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW 49.46, 49.48, or 49.52.

4.6. CIVIL RIGHTS. Contractor represents and warrants that Contractor complies with all applicable requirements regarding civil rights. Such requirements prohibit discrimination against individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin.

4.7. EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Contract, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers.

4.8. WASHINGTON SMALL BUSINESS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor qualifies as a Washington Small Business as defined and set forth in Contractor’s Bidder’s Certification.

4.9. PUBLIC CONTRACTS AND PROCUREMENT FRAUD. Contractor represents and warrants that, within the three (3) year period prior to this Contract, neither Contractor nor its principals or affiliates: (a) have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, local, or tribal) contract or purchase order under a public contract; (b) have been in violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) have been indicted for or otherwise criminally or civilly charged by a government entity (federal, state, local, or tribal) with commission of any of the offense enumerated in subsection (b) of this provision; or (d) had one or more public contracts (federal, state, local, or tribal) terminated for cause or default.

4.10. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that Contractor complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Enterprise Services and Purchasers’ employees.

STATEWIDE CONTRACT NO. 24723 – JANITORIAL SERVICES 5

4.11. WASHINGTON’S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that Contractor is registered in Washington’s Electronic Business Solution (WEBS), Washington’s contract registration system and that, all of Contractor’s information therein is current and accurate and that throughout the term of this Contract, Contractor shall maintain an accurate profile in WEBS.

4.12. WASHINGTON’S STATEWIDE PAYEE DESK. Contractor represents and warrants that Contractor is registered with Washington’s Statewide Payee Desk, which registration is a condition to payment.

4.13. CONTRACT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that Contractor shall use commercially reasonable efforts both to promote and market the use of this Contract with eligible Purchasers and to ensure that those entities that utilize this Contract are eligible Purchasers. Contractor understands and acknowledges that neither Enterprise Services nor Purchasers are endorsing Contractor’s Goods and/or Services or suggesting that such Goods and/or Services are the best or only solution to their needs.

Accordingly, Contractor further represents and warrants that Contractor shall make no reference to Enterprise Services, any Purchaser, or the State of Washington in any promotional material without the prior written consent of Enterprise Services.

4.14. CONTINGENT FEES. Contractor represents and warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established agents as defined in the Federal Acquisition Regulations.

4.15. FINANCIALLY SOLVENT. Contractor represents and warrants that Contractor has not commenced bankruptcy proceedings and that there are no judgment, liens, or encumbrances of any kind affecting title to any Goods and/or Services that are the subject of this Contract.

4.16. OPERATIONAL CAPABILITY. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor has the operational and financial capability to perform the Contract.

4.17. CONTRACT TRANSITION. Contractor represents and warrants that, in the event this Contract or a similar contract, is transitioned to another contractor (e.g., Contract expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services (including the Purchasers hereunder) for a period of sixty (60) calendar days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington and such Purchasers; Provided, however, that, if costs are incurred, Contractor shall be compensated for such costs consistent with the terms and conditions pertaining to this Contract for the sixty (60) day period immediately before such transition.

4.18. WASHINGTON STATE ENTERPRISE LEADERSHIP COMPETENCIES – DIVERSITY, EQUITY, & INCLUSION.

Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor will follow the Washington State Enterprise Leadership Competencies, and if utilizing subcontractors, will ensure that such subcontractors also follow the Washington State Enterprise Leadership Competencies.

STATEWIDE CONTRACT NO. 24723 – JANITORIAL SERVICES 6

5. QUALITY; WARRANTY; REMEDIES.

5.1. SERVICES WARRANTY. Contractor warrants that: (a) Services shall be performed in a timely, efficient, and professional manner; (b) all Contractor personnel assigned to perform Services shall have the necessary skill and training; and (c) Services shall be performed in a manner consistent with the standard of care in the industry (“Services Warranty”)..

5.2. SERVICES REMEDY. If Services do not comply with the Services Warranty or are in any manner found to be nonconforming, at Purchaser’s election, Contractor promptly shall remedy the non-conformance at no additional cost to Purchaser or refund the amounts paid for the Services.

5.3. FAILURE TO REMEDY. If Contractor does not remedy a defect or nonconformity within ten (10) calendar days after receipt of written notice from Purchaser, or if an emergency exists rendering it impossible or impractical for Purchaser to have Contractor provide a remedy, Purchaser may, without prejudice to any other rights or remedies available to it, remedy the defect or nonconformity, in which case Contractor shall reimburse Purchaser for its actual costs or, at Purchaser’s option, Purchaser shall offset the costs incurred from amounts owing to Contractor.

6. SAFETY; SECURITY; CONTRACTOR REQUIREMENTS WHILE ON PURCHASER’S PREMISES. Contractor’s failure to comply with any of the requirements in this Section shall be cause for termination.

6.1. REGULATORY REQUIREMENTS/SAFETY. Services supplied by Contractor shall meet all OSHA and other applicable health and safety-related federal, state, local, and/or tribal regulatory requirements applicable to the Services.

6.2. MATERIAL SAFETY DATA SHEETS. As applicable, Contractor shall provide Purchaser with all appropriate current Material Safety Data Sheets (“MSDS”) for materials used by Contractor while performing Services pursuant to this Contract.

6.3. CLEAN-UP. Contractor, at its cost, shall remove all excess materials, equipment, packaging, and garbage within the scope of its performance of Services and leave that portion of the premises in which the work was performed in a clean condition. Should Contractor fail to clean up a Site after completion of work, Purchaser shall have the right to remove the materials and set off the cost of clean up against amounts owed to Contractor.

6.4. ACCIDENT AND INJURY REPORTING. Contractor promptly shall report in writing all injuries, accidents, property damage, near-miss incidents, or any claims regarding damages or injury involving Contractor, its agents, employees, or subcontractors occurring at Purchaser’s premises. Contractor agrees to cooperate and assist Purchaser in any investigation of incidents.

6.5. ON SITE REQUIREMENTS. While on Purchaser’s premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Purchaser’s physical, fire, access, safety, health and security requirements and not interfere with Purchaser’s operations. Contractor represents and warrants that Contractor, its agents, employees, or subcontractors who access Purchaser’s premises shall be adequately trained and at all times comply with Purchaser’s requirements.

6.6. IDENTIFICATION. All Contractor employees must have visible company-issued identification that shall be worn at all times while on Purchaser’s premises. Any Contractor employee needing

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access to the facility may be required to have identification that is equal to that required for employment at the site/facility.

6.7. BACKGROUND CHECKS. If requested by Purchaser, Contractor shall provide evidence of current background checks for any employees or agents who will provide Janitorial Services or access Purchaser’s premises pursuant to this Contract.

6.8. KEYS. Contractor shall use best efforts to ensure that any keys and/or access codes to Purchaser’s facilities issued to Contractor are not reproduced or given to another person.

Contractor shall be solely responsible to safeguard and account for all keys and/or access codes. Contractor shall be solely responsible to obtain any keys provided to employees who terminate employment with Contractor. Contractor shall be financially responsible for any damage and loss due to misappropriation, theft, or loss of Purchaser’s keys and/or compromise of access codes. Without limiting the generality of this obligation, Contractor, at a minimum shall be responsible for all costs incurred, including re-keying of all locks, re-configuring electronic access systems, and reissuing new keys.

6.9. SECURITY/FIRE ALARMS. Prior to providing any Janitorial Services, Contractor shall ensure that it requests and is provided a briefing on the operation of the Purchaser’s alarm systems (security and/or fire) to ensure that it can prevent false alarms from occurring. If Contractor, through its acts or omissions, causes a false alarm to occur, which results in a charge for the false alarm, Contractor shall be responsible for any resulting costs, expenses, and/or fines/penalties. In such case, Contractor agrees that Purchaser shall have the right, in addition to any other remedy, to offset such costs from any amounts due to Purchaser hereunder.

6.10. EQUIPMENT AND PPE. Contractor is solely responsible for providing appropriate personal protective equipment (“PPE”) and equipment for use by Contractor, its agents, employees, or subcontractors in performing this Contract. If while performing Services Contractor uses vehicles, rigging, blocking, scaffolding, or other equipment (“Equipment”) or PPE owned by Purchaser or a third party, then before using such Equipment or PPE, Contractor shall determine, at its sole discretion and risk of loss, the adequacy of the Equipment or PPE to perform the required task and educate itself and Contractor personnel regarding the appropriate and safe usage of the Equipment and PPE.

6.11. HAZARDOUS MATERIALS. If Contractor uses chemicals or any potentially hazardous materials in the performance of Services, Contractor assumes responsibility for any loss, release, or environmental incident arising out of Contractor’s unloading, discharge, storage, handling, or disposal of any chemical or container holding potentially hazardous materials, including the use of potentially hazardous material alone or in combination with other substances, and for Contractor’s noncompliance with any related laws or regulations. If Contractor receives hazardous materials or toxic waste from a Purchaser, Contractor immediately shall contact the Purchaser to discuss disposal options, at Purchaser’s expense. It is the Purchaser's responsibility to ensure hazardous materials and wastes created by Purchaser are disposed of properly. Purchaser may elect, if permitted by law: (a) to have such materials returned;

(b) hire Contractor to dispose of the materials/waste through appropriate disposal methods;

or (c) arrange for disposal through the state’s Hazardous Waste Disposal contract number 03614 (once that expires, whichever contract follows). Purchaser shall bear all associated handling and disposal costs to meet all governmental regulations for disposal. Contractor shall receive Purchaser’s pre-approval for any related Contractor’s handling and disposal charges, which charges shall not exceed those regularly charged to customers. Learn more about hazardous waste disposal guidelines and options at http://1800recycle.wa.gov/ and https://gcc02.safelinks.protection.outlook.com/?url=http%3A%2F%2F1800recycle.wa.gov%2F&data=05%7C01%7CDavid.Mgebroff%40des.wa.gov%7C3ac5b6dbf16242691f3408dbb0858b60%7C11d0e217264e400a8ba057dcc127d72d%7C0%7C0%7C638297859838653812%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=D4Xm%2Bf8bAIH2ZeHB5F3xp8hyva88ToWizqwIYIv72Ao%3D&reserved=0

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https://ecology.wa.gov/Regulations-Permits/Guidance-technical-assistance/Dangerous-waste-guidance/Dispose-recycle-or-treat.

6.12. CONFIDENTIALITY. Contractor shall use best efforts to ensure that Contractor, its agents, employees, and/or subcontractors treat Purchaser’s records and materials as confidential.

Breach of this obligation may result in immediate termination of this Contract. Contractor shall be bound to confidentiality of any information its employees may become aware of during the course of performance of janitorial services at the Purchaser’s location. Contractor shall protect all confidential information provided by Purchaser, treat all such confidential information as confidential and not publish or disclose such information to any third party without the written permission of the Purchaser. Any liability resulting from the wrongful disclosure of confidential information on the part of the contractor, its employees or subcontractors shall rest with the Contractor. Disclosure of any confidential information by the Contractor or its employees without the express written approval of the Purchaser or Designees will be considered a violation of the contract and shall result in the immediate termination of the contract.

Confidential information is defined as: those materials, documents, data, and any other information which the Purchaser or Designee has designated in writing as confidential; and All data and information which the Contractor acquires as a result of its contact with and efforts on behalf of the Purchaser.

7. SUBCONTRACTORS.

7.1. CONTRACTOR RESPONSIBILITY. Notwithstanding any provision to the contrary, in the event Contractor elects to utilize subcontractors to perform this Contract, Contractor shall:

(a) incorporate Contractor’s responsibilities under this Contract into its subcontracts; (b) be fully responsible for the performance of any such subcontractors (regardless of tier) and ensure that subcontractors comply with each and every Contractor obligation set forth in this Contract; (c) be the sole point of contact for Enterprise Services and any Purchasers regarding all contractual matters; (d) ensure that such subcontractors are registered in WEBS; and

(e) defend, indemnify, and hold Enterprise Services and Purchasers harmless in case of negligence, other tortious fault, or intentional misconduct by any such subcontractors (regardless of tier). Prior to utilizing any subcontractor to perform this Contract, Contractor shall provide written notice to Enterprise Services’ contract administrator. Such notice shall confirm that the subcontractor is registered in WEBS and provide the necessary information for Enterprise Services’ contract administrator to include such subcontractor(s) in Washington’s Purchasing Contract Management System (PCMS).

7.2. REPORTING. If Contractor is required to report to Purchaser and/or Enterprise Services, such report(s) shall include subcontractor data, by subcontractor, for any data that Contractor is required to report as well as a consolidated ‘rollup’ report combining Contractor and subcontractor data.

7.3. SUBCONTRACTOR REPRESENTATIONS AND CERTIFICATIONS. Any Contractor representations or certifications set forth in this Contract shall apply to subcontractors (at any tier) and Contractor shall not utilize any subcontractors (at any tier) who cannot provide such representations or certifications, excepting the certification to be registered with Washington’s Statewide Payee Desk, unless Purchaser shall pay such subcontractor directly.

8. USING THE CONTRACT – PURCHASES.

https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fecology.wa.gov%2FRegulations-Permits%2FGuidance-technical-assistance%2FDangerous-waste-guidance%2FDispose-recycle-or-treat&data=05%7C01%7CDavid.Mgebroff%40des.wa.gov%7C3ac5b6dbf16242691f3408dbb0858b60%7C11d0e217264e400a8ba057dcc127d72d%7C0%7C0%7C638297859838653812%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=XCu47EGCIxcHjq8NhwJG8HExDumhyDOUINqaYQS%2BIUs%3D&reserved=0 https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fecology.wa.gov%2FRegulations-Permits%2FGuidance-technical-assistance%2FDangerous-waste-guidance%2FDispose-recycle-or-treat&data=05%7C01%7CDavid.Mgebroff%40des.wa.gov%7C3ac5b6dbf16242691f3408dbb0858b60%7C11d0e217264e400a8ba057dcc127d72d%7C0%7C0%7C638297859838653812%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=XCu47EGCIxcHjq8NhwJG8HExDumhyDOUINqaYQS%2BIUs%3D&reserved=0

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8.1. ORDERING REQUIREMENTS. Eligible Purchasers shall order Services from this Contract, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchaser but including, at a minimum, a purchase order. When practicable, Contractor and Purchaser also shall use telephone orders, email orders, web-based orders, and similar procurement methods (collectively “Purchaser Order”). All Purchase Orders must reference the Contract number. The terms of this Contract shall apply to any Purchase Order and, in the event of any conflict, the terms of this Contract shall prevail. Notwithstanding any provision to the contrary, in no event shall any ‘click-agreement,’ software or web-based application terms and conditions, or any other agreement modify the terms and conditions of this Contract.

8.2. RECEIPT AND INSPECTION OF SERVICES. Services purchased under this Contract are subject to Purchaser’s reasonable inspection and approval. Purchaser reserves the right to reject and refuse acceptance of Services that are not in accordance with this Contract and Purchaser’s Purchase Order. If there are any apparent defects in the Services at the time of performance, Purchaser promptly will notify Contractor. At Purchaser’s option, and without limiting any other rights, Purchaser may require Contractor to remedy, at Contractor’s expense, any defective Services or, at Purchaser’s option, Purchaser may deduct the cost of rejected Services from final payment. Payment for any Services under such Purchase Order shall not be deemed acceptance.

8.3. ONBOARDING MEETING. Prior to performing any Janitorial Services, Contractor must attend a start-up meeting with Purchaser, if requested by the Purchaser, on the date specified by Purchaser. The meeting may include a walk-through of the Purchaser’s facilities to ensure that the scheduling of activities is fully understood. Contractor must ensure that the Janitorial Services will be performed as required by this Contract, the Purchase Order used by Purchaser, or as otherwise mutually agreed in writing between the Purchaser and Contractor.

8.4. RESPONSE TIMES. Contractor shall respond to request for quotes from a Purchaser within two-and-a-half (2.5) hours. If Purchaser has administrative concerns during the performance of this Contract, Contractor must respond to the agency within one (1) hour from notice of the concern, or within one (1) hours, if it is an emergency.

8.5. RESOLUTION TIMES. If a deficiency is discovered at any time during Contractor’s performance of this Contract, Contractor shall correct the deficiency within two (2) hours from notice of the deficiency, or within two (2) hours, if it is an emergency at no additional cost to Purchaser.

Purchaser reserves the right to demand lesser hours to cure a deficiency that posts serious health concerns to location users.

8.6. NOTIFICATION FOR DELAY IN SERVICES. If Contractor will be unable to provide Services based on the schedule of activities, Contractor must give Purchaser twenty-four (24) hours advanced notice.

8.7. QUALITY CONTROL PROGRAM. Contractor shall develop and maintain a quality control program to ensure Services are performed in accordance with the specifications and standards required by this Contract and Purchase Order. Contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective Services. The Quality Program and procedures shall be reviewed and approved by Purchaser before Contractor commences work.

The quality control program shall include a description of specific monitoring techniques for all Services included in the work schedule. The Quality Program must include an inspection

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plan covering all required Services; frequency of inspections and the position of the employee(s) who will perform the inspection; the method of identifying deficiencies in the quality of Services; a plan to periodically conduct audits of all Contractor's employees to maintain quality standards; and a plan to ensure sufficient backup employees and continuity of service. Backup employees must be adequately trained to ensure the standards of Contract performance required at Purchaser’s location(s) are achieved.

The quality control program and all changes are subject to review and approval by Purchaser.

Contractor shall provide Purchaser with no less than five (5) days written notice prior to implementing any changes to the quality control program.

8.8. OPERATIONAL REPORT. Contractor shall maintain a record of all inspections conducted and the corrective actions taken, subject to approval of Purchaser. As part of the report, Purchaser may request that Contractor prepare a weekly operation and inspection report of the work that was performed and inspected the previous week and work that is planned for the next week. The report generally includes the areas where detail cleaning was performed and problems encountered. The report will be immediately available to Purchaser upon written request.

8.9. USE OF CHEMICAL PRODUCTS. If chemical products will be used on a project, Contractor shall provide and use environmentally friendly products when feasible. Preferable concentrated cleaning chemicals will have one of the following multi-attribute third-party low-toxicity certifications:

a) Green Seal;

b) Safer Choice;

c) UL ECOLOGO;

d) Cradle to Cradle Certified or

e) Material Health Certificate: v3.1 at the Gold level or higher OR v4.0 at the

Silver level or higher.

Additional desirable environmental and health attributes of cleaning chemicals include: Free of fragrances and dyes; Certified low emitting (SCS Indoor Advantage Gold or UL GREENGUARD Gold); USDA Certified Biobased; and chemicals to be used on the work site must take into consideration the nature and conditions of the work surfaces.

8.10. USE OF GREEN PRODUCTS. Contractor will use green cleaning products where feasible.

Enterprise Services has identified the follow green products specifications that may be applicable to this scope of work:

Cleaning clothes: Reusable and made of microfiber, reused material, or fabric with at least 10% post-consumer recycled content AND No antimicrobial ingredients, fragrances, cleaning chemicals, or other chemical treatments

Floor pads: At least 30% post-consumer recycled content (PCRC) OR Certified by Green Seal

Paper towels: At least 40% post-consumer recycled content OR certified by Green Seal, UL ECOLOGO, or Forest Stewardship Council (FSC) AND No added antimicrobial ingredients, fragrances, or dyes https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fcertified.greenseal.org%2F&data=05%7C01%7CDavid.Mgebroff%40des.wa.gov%7C3ac5b6dbf16242691f3408dbb0858b60%7C11d0e217264e400a8ba057dcc127d72d%7C0%7C0%7C638297859838653812%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=aPYCByJ6lJYElxGgMsF4vD0YhPETZMH1phBEd5TaXKw%3D&reserved=0 https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.epa.gov%2Fsaferchoice%2Fproducts&data=05%7C01%7CDavid.Mgebroff%40des.wa.gov%7C3ac5b6dbf16242691f3408dbb0858b60%7C11d0e217264e400a8ba057dcc127d72d%7C0%7C0%7C638297859838653812%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=%2BfZnX8bTL%2BQIDEWCk6FhLB7CvNilNIgvG%2F32aN7bJhE%3D&reserved=0 https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fspot.ul.com%2F&data=05%7C01%7CDavid.Mgebroff%40des.wa.gov%7C3ac5b6dbf16242691f3408dbb0858b60%7C11d0e217264e400a8ba057dcc127d72d%7C0%7C0%7C638297859838810043%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=GXqCXLNjXRIfqnMEyFIUc%2BKTmqPpaIl0MxlrY2ssCUY%3D&reserved=0 https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fc2ccertified.org%2Fcertified-products-and-materials&data=05%7C01%7CDavid.Mgebroff%40des.wa.gov%7C3ac5b6dbf16242691f3408dbb0858b60%7C11d0e217264e400a8ba057dcc127d72d%7C0%7C0%7C638297859838810043%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=p%2FCYqmYXCCvzFFAJcKWUMbRic6RWxH%2FTwMz79cYk9Qk%3D&reserved=0

STATEWIDE CONTRACT NO. 24723 – JANITORIAL SERVICES 11

Mops, mop heads, and dusters: Reusable AND microfiber or certified by Green Seal AND No vinyl (PVC), antimicrobial ingredients, fragrances, cleaning chemicals, or other chemical treatments

Bioplastic organic waste bags: Certified by Biodegradable Products Institute (BPI) or OK Compost (Industrial or Home) AND Labeled with the certification

Plastic trash can liners: At least 10% post-consumer recycled content or 50% total recycled content OR certified UL ECOLOGO or Green Seal AND No added antimicrobial ingredients, chlorinated compounds such as vinyl (PVC), fragrances, or PFAS (e.g., PTFE) AND Not labeled “oxo-degradable” or “oxo-biodegradable"

Waste receptacles and recycling containers: At least 20% post-consumer recycled-content (PCRC) plastic, 25% PCRC corrugated cardboard, or 100% steel AND No vinyl (PVC) or fiberglass

9. INVOICING & PAYMENT.

9.1. CONTRACTOR INVOICE. Contractor shall submit properly itemized invoices to Purchaser’s designated invoicing contact for Services performed under this Contract. Such invoices shall itemize the following:

Contract No. 24723;

Contractor name, address, telephone number, and email address for billing issues (i.e., Contractor Customer Service Representative);

Contractor’s Federal Tax Identification Number;

Date(s) of delivery;

Applicable Services;

Invoice amount; and Payment terms, including any available prompt payment discounts.

Contractor’s invoices for payment shall reflect accurate Contract prices. Invoices shall not be processed for payment until receipt of a complete invoice as specified herein.

9.2. PAYMENT. Payment is the sole responsibility of, and shall be made by, the Purchaser.

Purchaser’s obligation to pay invoices is subject to receipt of a timely and accurate invoice and conforming Services. Unless Contractor has provided a prompt payment discount set forth in Exhibit B – Prices for Services, Purchaser’s payment is due within thirty (30) calendar days of invoice. Purchaser retains the right of setoff for any amount due or owing to Purchaser. Purchaser may make payments electronically (e.g., ACH payments). Contractor shall provide information necessary to facilitate electronic payments. If Purchaser fails to make timely payment(s), Contractor may invoice Purchaser in the amount of one percent (1%) per month on the amount overdue or a minimum of $1. Payment shall not be considered late if a check or warrant is mailed within the time specified.

9.3. OVERPAYMENTS. Contractor promptly shall refund to Purchaser the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) calendar days of written notice to Contractor; Provided, however, that Purchaser shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make

STATEWIDE CONTRACT NO. 24723 – JANITORIAL SERVICES 12

timely refunds of overpayment(s) (either directly or by credit memo), Contractor shall pay Purchaser interest at the rate of one percent (1%) per month on the amount overdue thirty

(30) calendar days after notice to Contractor.

9.4. ADVANCE PAYMENT PROHIBITED. Except as authorized by law, Contractor shall not request or receive advance payment for any Services furnished by Contractor pursuant to this Contract.

9.5. NO ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, insurance, or payment processing.

9.6. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Contract. Failure to do so shall constitute breach of this Contract. Unless otherwise agreed, Purchaser shall pay applicable sales tax imposed by the State of Washington on purchased Services. Contractor’s invoices shall separately state (a) taxable and non-taxable charges and (b) sales/use tax due by jurisdiction. In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after thirty (30) calendar days written notice to Purchaser, Purchase has not provided Contractor with a valid exemption certificate from such federal excise taxes.

10. CONTRACT MANAGEMENT.

10.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of this Contract. Enterprise Services’ contract administrator shall provide Contract oversight.

Contractor’s contract administrator shall be Contractor’s principal contact for business activities under this Contract. The parties may change contract administrators by written notice as set forth below.

Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing:

Enterprise Services Contractor Attn: DES Team Cedar Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Tel: (360) 407-2215 Email:

DESContractsTeamCedar@des.wa.gov

Attn: Christian Cabrera Cabbros Cleaning Service, LLC P.O. Box 563 Chehalis, WA 98532 Tel: (360) 269-0865 Email: ccabrera@cabbroscleaning.com

Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee.

10.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchaser issues pertaining to this Contract.

10.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the

STATEWIDE CONTRACT NO. 24723 – JANITORIAL SERVICES 13

respective address or email address set forth below or to such other address or email address as the parties may specify in writing:

Enterprise Services Contractor Attn: Legal Services Manager Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: greg.tolbert@des.wa.gov

Attn: Cabbros Cleaning Service, LLC P.O. Box 563 Chehalis, WA 98532 Email: ccabrera@cabbroscleaning.com

Notices shall be deemed effective upon the earlier of receipt if mailed, or, if emailed, upon transmission to the designated email address of said addressee.

11. CONTRACTOR SALES REPORTING; VENDOR MANAGEMENT FEE; & CONTRACTOR REPORTS.

11.1. CONTRACT SALES REPORTING. Contractor shall report total Contract sales quarterly to Enterprise Services, as set forth below.

Contract Sales Reporting System. Contractor shall report quarterly Contract sales in Enterprise Services’ Contract Sales Reporting System.

Enterprise Services shall provide Contractor with a login password and a vendor number. The password and vendor number shall be provided to the Sales Reporting Representative(s) listed on Contractor’s Bidder Profile.

Data. Each sales report must identify every authorized Purchaser by name as it is known to Enterprise Services and its total combined sales amount invoiced during the reporting period (i.e., sales of an entire agency or political subdivision, not its individual subsections). The “Miscellaneous” option may be used only with prior approval by Enterprise Services. Upon request, Contractor shall provide contact information for all authorized Purchasers specified herein during the term of the Contract. If there are no Contract sales during the reporting period, Contractor must report zero sales.

Due dates for Contract Sales Reporting. Quarterly Contract Sales Reports must be submitted electronically by the following deadlines for all Contract sales invoiced during the applicable calendar quarter:

QUARTER FOR SALES MADE IN

CALENDAR QUARTER

CONTRACT SALES REPORT

DUE BY PAST DUE

1 January 1 – March 31 April 30 May 1

2 April 1 – June 30 July 31 August 1

3 July 1 – September 30 October 31 November 1

4 October 1 – December 31 January 31 February 1

11.2. VENDOR MANAGEMENT FEE. Contractor shall pay to Enterprise Services a vendor management fee (“VMF”) of 1.25 percent on the purchase price for all Contract sales (the purchase price is the total invoice price less applicable sales tax).

STATEWIDE CONTRACT NO. 24723 – JANITORIAL SERVICES 14

The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as follows:

Amount owed to Enterprise Services = Total Contract sales invoiced (not including sales tax) x .0125.

The VMF must be rolled into Contractor’s current pricing. The VMF must not be shown as a separate line item on any invoice unless specifically requested and approved by Enterprise Services.

Enterprise Services shall invoice Contractor quarterly based on Contract sales reported by Contractor. Contractor is not to remit payment until Contractor receives an invoice from Enterprise Services. Contractor’s VMF payment to Enterprise Services must reference this Contract number, the year and quarter for which the VMF is being remitted, and Contractor’s name as set forth in this Contract, if not already included on the face of the check.

Contractor’s failure to report accurate total net Contract sales, to submit a timely Contract sales report, or to remit timely payment of the VMF to Enterprise Services, shall be cause for Enterprise Services, at its discretion, to suspend Contractor or terminate this Contract or exercise remedies provided by law. Without limiting any other available remedies, the parties agree that Contractor’s failure to remit to Enterprise Services timely payment of the VMF shall obligate Contractor to pay to Enterprise Services, to offset the administrative and transaction costs incurred by the State to identify, process, and collect such sums, the sum of $200.00 or twenty-five percent (25%) of the outstanding amount, whichever is greater, or the maximum allowed by law, if less.

Enterprise Services reserves the right, upon thirty (30) calendar days advance written notice, to increase, reduce, or eliminate the VMF for subsequent purchases, and reserves the right to renegotiate Contract pricing with Contractor when any subsequent adjustment of the VMF might justify a change in pricing.

11.3. ANNUAL CONTRACT SALES REPORT. Contractor shall provide to Enterprise Services a detailed annual Contract sales report. Such report shall include, at a minimum, the following:

The Services provided (

Delivery locations by Purchaser; and Contract price.

This report must be provided in an electronic format that can be read by Microsoft (MS) Excel. Such report is due within thirty (30) calendar days of the annual anniversary of the effective date of this Contract.

12. RECORDS RETENTION & AUDITS.

12.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence pertaining to this Contract and orders placed by Purchasers under it to the extent and in such detail as shall adequately reflect contract performance and administration of purchases, payments, taxes, and fees. Contractor shall retain such records for a period of six (6) years

STATEWIDE CONTRACT NO. 24723 – JANITORIAL SERVICES 15

following expiration or termination of this Contract or final payment for any order placed by a Purchaser against this Contract, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved.

12.2. AUDIT. Enterprise Services reserves the right to audit, or have a designated third-party audit, applicable records to ensure that Contractor properly has invoiced Purchasers and that Contractor has paid all applicable vendor management fees to Enterprise Services.

Accordingly, Contractor shall permit Enterprise Services, any Purchaser, and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor’s books, documents, papers and records directly pertinent to this Contract or Purchase Orders placed by a Purchaser under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following expiration or termination of this Contract or final payment for any order placed by a Purchaser against this Contract, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved.

12.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy available to any Purchaser, Contractor shall (a) reimburse Purchasers for any overpayments inconsistent with the terms of this Contract or Purchase Orders placed thereunder, at a rate of 125% of any such overpayments, found as a…