VBC Janitorial Services RFP final for posting 3.19.24.pdf

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Charter Township of Van Buren Standard Contract Addendum

1. Standard of Performance. The CONTRACTOR shall perform the Contract faithfully and diligently and perform the services in a competent, professional, satisfactory and proper manner and during the Contract term or extensions thereof, use every best effort and endeavor to promote the interests of the TOWNSHIP and devote such time, attention, skill, knowledge and ability as is necessary to most effectively and efficiently carry out and perform the Contract.

2. The parties understand and agree that the TOWNSHIP may terminate this Contract at any time with or without notice. In such event the CONTRACTOR will be compensated for work already completed

3. This Contract is to be performed in Wayne County, Michigan, and all legal venue shall exclusively lie therein.

4. The parties agree that time is of the essence in the performance of this Contract by the CONTRACTOR.

5. Each provision of this Contract shall be separately enforceable and in the event that a court of competent jurisdiction determines or adjudges that any provision of this Contract is invalid or illegal, such decision shall not effect the rest of the Contract which shall remain in full force and effect.

6. This Contract shall be governed by and construed in accordance with the laws of Michigan.

7. Independent Contractor. The relationship of the CONTRACTOR to the TOWNSHIP is and shall continue to be that of an independent contractor and no liability or benefits such as worker's compensation, pension rights, or other rights or liabilities arising out of or related to a contract for hire or employer/employee relationship shall arise or accrue to either party as a result of the performance of this Contract.

8. Waiver of Liability. The CONTRACTOR hereby waives any claim against the TOWNSHIP and agrees not to hold the TOWNSHIP liable for any personal injury or damage incurred by it, its employees or associates on this project which is not held by a court of competent jurisdiction to be directly attributable to the sole and/or gross negligence or malicious intentional conduct of any employee of the TOWNSHIP acting within the scope of their employment. It further agrees to hold the TOWNSHIP harmless from any such claim by its employees or associates.

9. For the purpose of the hold harmless indemnity and insurance provisions contained in this Contract, the term "TOWNSHIP" shall be deemed to include the Charter Township of Van Buren and all other associated, affiliated, allied or subsidiary entities, or elected and appointed officials, board members, commissions, officers, directors, agents, representatives and employees.

10. The following Indemnification agreement shall be, and is hereby, a provision of the Contract:

The CONTRACTOR agrees to protect, defend, indemnity and hold the TOWNSHIP and its elected and appointed officials, board members, commissions, officers, directors, employees and agents free and harmless from and against any and all losses, penalties, damages, settlements, costs, charges, attorney fees, professional fees or other expenses or liabilities of every kind and character arising out of or relating to any and all claims, liens, demands, obligations, actions, proceedings or causes of action of every kind and character in connection with or arising directly or indirectly out of this Contract and/or the performance hereof. Without limiting the generality of the foregoing, any and all such claims, etc., relating to personal injury, death, damage to property, defects in materials or workmanship, actual or alleged infringement of any patent, trademark, copy right (or application for any thereof) or any other tangible or intangible personal or property right, or any actual or alleged violation of any applicable statute, ordinance, administrative order, rule or regulation, or decree of any court, shall be included in the indemnity hereunder. The CONTRACTOR further agrees to investigate, handle, respond to, provide defense for and defend any such claims, etc., at his sole expense and agrees to bear all other costs and expenses related thereto, even if it (claims, etc.) is groundless, false or fraudulent.

11. Insurance.

a. The CONTRACTOR prior to commencing work shall provide at his own cost and expense the following insurance to the TOWNSHIP in insurance companies licensed and/or approved in the State of Michigan, which insurance shall be evidenced by certificates and/or policies as determined by the TOWNSHIP. All policies and certificates of insurance shall be approved by the TOWNSHIP prior to the inception of any work.

b. The insurance requirements of this Contract Addendum shall be in addition to, and complementary to, any specific insurance requirements set forth in any Request for Proposal (RFP) presented by the TOWNSHIP. In any conflict between the insurance requirements set forth herein and any provided for in an RFP, the terms and requirements of the RFP shall govern.

c.Each certificate or policy shall require that, thirty days prior to cancellation or any material change in the policies, notice thereof shall be given to the TOWNSHIP by registered mail, return receipt requested. All such notices shall name the CONTRACTOR and identify the Contract number.

d. All property losses shall be made payable to and adjusted with the

TOWNSHIP.

e. In order to determine financial strength and reputation of insurance carriers, all companies providing the coverages required shall be licensed or approved by the Insurance Bureau of the State in which the work is performed and shall have a financial rating not lower than XI and a policyholder's service rating no lower than B+ as listed in A.M. Best's Key Rating Guide, current edition. Certificates of insurance shall note A.M. Best's Rating. Companies with ratings lower than B+:XI will be acceptable only upon written consent of the TOWNSHIP.

f. All policies and certificates of insurance of the CONTRACTOR shall contain the following clauses:

(1) The clause "other insurance provision" in a policy in which the TOWNSHIP is named as an insured, shall not apply to the TOWNSHIP.

(2) The insurance companies issuing the policy or policies shall have no recourse against the TOWNSHIP (including its agents and agencies as aforesaid) for payment of any premiums or for assessments under any form of policy.

(3) Any and all deductibles in the above described insurance policies shall be assumed by and be for the account of, and at the sole risk of, the

CONTRACTOR.

(4) The TOWNSHIP (at its option) shall be listed as an Additional Named Insured on the following insurance coverages provided by the CONTRACTOR.

YES __X__ NO ____ 1) Comprehensive General Liability YES __X__ NO ____ 2) Automobile Liability

g. The CONTRACTOR shall maintain at its own expense during the term of this Contract the following insurance:

(1) Worker's Compensation insurance with Michigan statutory limits and employers' liability insurance with minimum limits of $500,000 each accident.

(2) General Liability insurance with a minimum limit of liability per occurrence of $1 Million Combined Single Limit (Bodily Injury/Property Damage), with no aggregate.

(3) Automobile Liability insurance with minimum limits of liability, per occurrence, of $1 Million Combined Single Limit (Bodily Injury/Property Damage) unless otherwise indicated in the "Special Conditions" of the Contract specifications. This insurance shall include for bodily injury and property damage the following coverages:

(a) Owned automobiles

(b) Hired automobiles

(c) Non-owned automobiles

h. If any of the Property and Casualty insurance requirements are not complied with at their renewal dates, payments to the CONTRACTOR will be withheld until those requirements have been met, or at the option of the TOWNSHIP, the TOWNSHIP may pay the Renewal Premium and withhold such payments from any monies due the

CONTRACTOR.

i. In the event that claims in excess of the insured amounts provided herein, are filed by reason of any operations under the Contract, the amount of excess of such claims, or any portion thereof, may be withheld from payment due or to become due the CONTRACTOR until such time as the CONTRACTOR shall furnish such additional security covering such claims as may be determined by the TOWNSHIP.

j. If at any time any of the foregoing policies shall be or become unsatisfactory to the TOWNSHIP to form or substance, or if a company insuring any such policy shall be or become unsatisfactory to the TOWNSHIP, the CONTRACTOR shall upon notice to that effect from the TOWNSHIP promptly obtain a new policy, submit the same to the TOWNSHIP for approval and submit a certificate thereof as herein provided. Upon failure of the CONTRACTOR to furnish, deliver and maintain such insurance as above provided, this Contract, at the election of the TOWNSHIP, may be forthwith declared suspended, discontinued or terminated. Failure of the CONTRACTOR to take out and/or maintain or the taking out and/or maintenance of any required insurance, shall not relieve the CONTRACTOR from any liability under the Contract, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR concerning indemnification.

k.Certificate of Insurance; required language. The Certificate of Insurance obtained by the CONTRACTOR shall contain the following language: “The Charter Township of Van Buren, Michigan, its elected officials, officers, employees, boards, commission, authorities, voluntary associations, and any other units operating under the jurisdiction of the TOWNSHIP and within appointment of its operating budget, including the Charter Township of Van Buren, are named as additional insured, and such coverage shall be considered to be the primary coverage rather than any policies and insurance or self insurance retention owned or maintained by the TOWNSHIP of Ypsilanti.”

12. Conflict of Interest. The CONTRACTOR covenants that the CONTRACTOR (individually, or if a corporation, trust, limited liability company or partnership, “the entity”) nor any officer, principal, partner, agent or employee of the entity has any interest nor shall they acquire any interest, directly or indirectly, which would conflict in the manner or degree of performance with the Contract. Further that if any such conflict of interest develops and exists during the term of the contract that the CONTRACTOR shall, within 7 days of the existence of such conflict of interest, notify the TOWNSHIP in writing of the existence and nature of the said conflict of interest.

13. Contingent Fees. The CONTRACTOR warrants it has not employed or retained any company or person other than bonafide employees working solely for the CONTRACTOR, to solicit or secure this Contract, and that it has not paid or agreed to pay any company, or person, other than a bonafide employee working solely for the CONTRACTOR, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the award of making this Contract. For breach or violation of this warranty, the TOWNSHIP shall have the right to annul the Contract without liability or, at its discretion, to deduct from the fees due the CONTRACTOR, or otherwise, recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

14. The CONTRACTOR further agrees to perform this Contract in accord with all federal, state and local laws and will not discriminate against, or give preferential treatment to, any person on the basis of race, sex, sexual orientation, color, national origin, religion, handicap status, heights, weight, marital status, or other criteria which is not relevant to the particular job.

15. Non-Discrimination. The CONTRACTOR further agrees not to discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, national origin, disability as set forth in the American's With Disability Act, Michigan PWDA, age, height, weight, or marital status (except insofar as it relates to a bonafide or occupational qualification reasonably necessary to the normal operation of the business). Breach of this provision may be regarded as material breach of the Contract.

And further, the Contractor agrees that it will not discriminate against any employee or applicant for employment with respect to their hire, tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment, because of actual or perceived race, color, religion, national origin, immigration status, sex, sexual orientation, gender identity, gender expression, age, marital status, disability status, familial status, educational association, source of income, height or weight that is unrelated to the individual’s ability to perform the duties of a particular job or position and breach of the covenant may be regarded a material breach of this Contract.

The Contractor further agrees that it will, in all subcontracts relating to the performance of the work under this Contract, provide in its subcontracts that the Subcontractor will not discriminate against any employee or applicant for employment, to be employed in the performance of such Contract, with respect to their hire, tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment, because of actual or perceived race, color, religion, national origin, immigration status, sex, sexual orientation, gender identity, gender expression, age, marital status, disability status, familial status, educational association, source of income, height or weight that is unrelated to the individual’s ability to perform the duties of a particular job or position, and that breach of the covenant may be regarded as material breach of this Contract.

16. Not in Default to TOWNSHIP. The CONTRACTOR hereby certifies that the CONTRACTOR is not in default to the TOWNSHIP, and that there are no unpaid taxes, real or personal, owed to the TOWNSHIP by the CONTRACTOR, and the CONTRACTOR has no other unfulfilled obligations to the TOWNSHIP and is in compliance with all Ypsilanti TOWNSHIP codes and ordinances. The parties understand that a breach of this provision is a material breach of the contract.

17. American’s With Disabilities Act Compliance. If this Contract alters or resurfaces any streets, intersections, sidewalks, or curb ramps, CONTRACTOR shall ensure that each portion of the project, to the maximum extent feasible, shall be altered in such manner that the altered portion of the facility is readily accessible to and usable by individuals with disabilities. Each project shall comply with the American’s With Disabilities Act requirements, including, but not limited to, 28 C.F.R. §§ 35.151(b),(c),(e)(1) and (e)(2) and 28 C.F.R. Part 36, App. A, and the Americans with Disabilities Act Accessibility Guidelines (ADAAG).

18. In accordance with the Iran Economic Sanctions Act, MCL 129.311, et. al., CONTRACTOR must certify that CONTRACTOR is not an Iran linked business, as set forth in the act. Signing this addendum is such certification.

19. The Contract and its attachments are the sole contract and agreement between the parties. Any changes, additions or deletions shall not be effective or actionable unless they are in writing signed by the parties.

IN WITNESS WHEREOF, the undersigned have set their hands this _____ day of ___________, 2024

CONTRACTOR

By: ________________________ Print Name:

Its: ________________________

CHARTER TOWNSHIP OF VAN BUREN

By: ________________________ Kevin McNamara, Supervisor

By: ________________________ Leon Wright, Clerk