HomeMy WebLinkAbout25-056 - Contract - TK Elevator Corporation - Elevator Maintenance Services25-056
Statewide Contract K2219/Tukwila #13-126
Council Approval N/A
StateWashington
DEPARTMENT r
CONTRACT
No. 28723
FOR
ELEVATOR FULL SERVICE MAINTENANCE,
TESTING, & REPAIR SERVICES CONTRACT
REGION(S): OLYMPIC, NORTHWEST, SOUTHWEST, SOUTH CENTRAL,
NORTH CENTRAL, AND EASTERN
For Use by Eligible Purchasers
By and Between
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
and
TK ELEVATOR CORPORATION
Dated January 1, 2025
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 1
MAINTENANCE, TESTING & REPAIR SERVICES
CONTRACT
No. 28723
FOR
ELEVATOR FULL SERVICE MAINTENANCE,
TESTING, & REPAIR SERVICES CONTRACT
REGION(S): OLYMPIC, NORTHWEST, SOUTHWEST, SOUTH CENTRAL,
NORTH CENTRAL, AND EASTERN
This Washington 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 TK Elevator Corporation a Delaware Corporation ("Contractor") and is dated
and effective as of January 1, 2025.
RECITALS
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, as part of their operational
requirements, need to purchase elevator full service maintenance, testing & repair
services ("Elevator Services"), from professional, qualified, and innovative, professional
contractors. On behalf of the State of Washington, Enterprise Services, as part of a
competitive governmental procurement, to establish an enterprise procurement
solution, issued Competitive Solicitation No. 28723 dated October 3, 2024 for (collectively
Elevator Services) to solicit and evaluate competitive bids to award Contracts for Elevator
Services by specified geographic area. The Competitive Solicitation was structured to
meet purchaser needs and designed to result in an award of a Contract, by specified
geographic area, in which the State of Washington was divided into six (6) regions. In
addition, within each geographic region, Enterprise Services structured the Competitive
Solicitation to address state procurement priorities pertaining to qualified Washington
Small Businesses and Veteran -Owned Businesses.
C. The goal of the competitive solicitation is to establish an enterprise procurement solution
resulting in Contracts awarded by specified geographic region to enable eligible
purchasers to purchase specified Elevator Services from an awarded Contractor in a cost-
effective, efficient manner using the terms and conditions of the Contract.
D. Enterprise Services evaluated all responses to the Competitive Solicitation and identified
Contractor as an apparent successful bidder above -referenced contract for the above -
referenced geographic regions.
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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 specified
Goods and/or Services as set forth herein.
AGREEMENT
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 twenty-four (24) months, commencing January 1, 2025 and ending
December 31, 2026; Provided, however, that if Contractor is not in default and if, by July 1, 2026 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
amendment, for up to forty-eight (48) 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 service level standards set forth in ExhibitA - Included
Good/Services and following performance-based metrics:
PERFORMANCE METRIC
PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION
Contractor shall provide corrected invoices no later than 30 calendar days
Invoice Resolution:
from known notice of invoicing error, no less than 90% of the time.
Contractor timely provides to Enterprise Services at the designated
Insurance
address, without exception, annual insurance endorsements for the
Endorsements:
insurance coverages required by this Contract. See ExhibitC— Insurance
Requirements at § 4.
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).
Vendor
Note: Contractor must pay the VMF within thirty (30) calendar days of
Management Fee:
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 shall not be eligible for a
performance-based extension.
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.
Contract
Note: Contractor must provide the quarterly sales reports to Enterprise
Sales Reports:
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 ofthe Contract term,
Contractor shall not be eligible for a performance-based extension.
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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. Any the following institutions of higher
education (colleges) 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.
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) who receive federal, state,
or local funding); and
■ Federally recognized Indian Tribes located in the State of Washington.
3. SCOPE: INCLUDED GOODS AND/OR SERVICES & PRICES.
3.1. CONTRACT SCOPE. Pursuant to this Contract, Contractor is authorized to sell and provide only
those Goods and/or Services set forth in ExhibitA — Included Goods/Services for the prices
set forth in Exhibit8 — Prices for Goods/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 ExhibitA — Included Goods/Services.
(a) Services. For purposes of this Contract, "Services" means all services of any
nature ordered by Purchaser pursuant to this Contract and as identified in
the Purchase Order.
(b)Goods. For purposes of this Contract, "Goods" means all equipment,
materials, supplies, ancillary parts, accessories, components and other items
purchased by Purchaser pursuant to this Contract and as identified in the
Purchase Order.
(c) Specifications. Where applicable, specifications for Goods and/or Services
are detailed in this Contract and the Purchase Order. Unless otherwise
specified in the Purchase Order, all Goods and/or Services provided shall be
new and unused of the latest model or design.
3.2. STATES ABILITY TO MODIFY SCOPE OF CONTRACT. Subject to mutual agreement between the
parties, Enterprise Services reserves the right to modify the Goods and/or Services included
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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. ECONOMIC ADJUSTMENT FOR LABOR (PREVAILING WAGE) RATES. Elevator Services performed by
Elevator Technician Mechanics and performed in public buildings fall under the Washington
Prevailing Wage law. See RCW 39.12 and WAC 296-127-023. The labor rates set forth in
Exhibit8 — Prices for Goods/Services utilize prevailing wages and a set % increase. The
prevailing wage at the time the services are performed will be the basis of the rates charged
on this Contract for any Purchase Order. There shall be no other economic adjustment to this
the labor rates.
3.4. ECONOMIC ADJUSTMENT FOR PART RATES. The cost-plus percentage amount set forth in Exhibit
— Prices for Goods/Services will not be adjusted through the Economic Adjustment process.
Prices for parts must be under the current MSRP list. Contractor must provide an MSRP list
and description of products to Purchasers upon Purchaser's request. Contractor may offer
lower prices to Purchasers, during the term of this Contract, Contractor guarantees to provide
the Goods at no greater than the prices set forth in Exhibit 8 — Prices for Goods/Services.
There shall be no other economic adjustment to the parts rates.
3.5. ECONOMIC ADJUSTMENT FOR FULL SERVICE MAINTENANCE RATES. Beginning January 1, 2026, and
annually thereafter, Contractor may request an economic price adjustment (EPA) to prices set
forth in Exhibit 8 —Prices for Goods/Services. Requests for EPA must be requested in writing
and emailed to the Enterprise Service's Contract Administrator and received by Enterprise
Services between October 1st and October 31st of each year. Contractor's EPA request
cannot exceed the annual average percentage changes in the United States Department of
Labor, Bureau of Labor and Statistics (BLS) Producer Price Indices (PPI) as set forth in the
formula below. Once Contractor's timely EPA request is received, Enterprise Services will
analyze the PPI data to determine the appropriate EPA. Contract prices, as adjusted by an
EPA shall be effective beginning January 1st; Provided, however, that the parties must timely
execute a contract amendment to incorporate such price adjustments. If Contractor does not
timely submit an EPA request to Enterprise Services, there will be no EPA allowed on the
Contract for that the applicable period and the following year the EPA will not be retroactive
nor cumulative to account for unrequested EPAs. Enterprise Services shall have the right to
review PPI data annually and, if such PPI data reflects a substantial decrease in the annual
average PPI, the parties shall amend the Contract to decrease the Contract prices accordingly.
The economic price adjustment shall be calculated as follows:
New Price = Old Price + (Old Price x ((Current Period Index — Base Period Index) /
Base Period Index))
The "Current Period Index" is the average of the most recent twelve months
of BLS Index values, and the "Base Period Index" is the average of the twelve
months of BLS Index values prior to the Current Period Index.
PPI values, including those that are preliminary at the time of the request,
will be utilized in the analysis.
PPI NAME PPI CODE
Elevator and Moving Stairway Manufacturing PCU333921333921
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3.6. PRICE CEILING. Although Contractor may offer lower prices to Purchasers, during the term of
this Contract, Contractor guarantees to provide the Goods and/or Services at no greater than
the prices set forth in Exhibit8 — Prices for Goods/Services (subject to economic or other
adjustment as set forth herein).
3.7. 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
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. WASHINGTON STATE WAGE THEFT PREVENTION. Contractor represents and warrants as previously
certified in Contractor's Bidder's Certification, that during the term of this Contract and the
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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.
4.8. WASHINGTON STATE WORKERS' RIGHTS (EXECUTIVE ORDER 18-03) (CERTIFIED). 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.
4.9. STATE PAY EQUALITY FOR 'SIMILARLY EMPLOYED' INDIVIDUALS. Contractor represents and warrants,
as previously certified in Contractor's Bidder's Certification, that, among Contractor's
employees, 'similarly employed' individuals are compensated as equals. For purposes of this
provision, employees are similarly employed if the individuals work for the same employer,
the performance of the job requires comparable skill, effort, and responsibility, and the jobs
are performed under similar working conditions. Job titles alone are not determinative of
whether employees are similarly employed. Contractor may allow differentials in
compensation for Contractor's workers based in good faith on any of the following: a
seniority system; a merit system; a system that measures earnings by quantity or quality of
production; a bona fide job-related factor or factors; or a bona fide regional difference in
compensation levels. A bona fide job-related factor or factors may include, but is not limited
to, education, training, or experience that is: consistent with business necessity; not based on
or derived from a gender-based differential; and accounts for the entire differential. A bona
fide regional difference in compensation level must be consistent with business necessity; not
based on or derived from a gender-based differential; and account for the entire differential.
Notwithstanding any provision to the contrary, upon breach of warranty and Contractor's
failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise
Services may suspend or terminate this Contract and any Purchaser hereunder similarly may
suspend or terminate its use of the Contract and/or any agreement entered into pursuant to
this Contract.
4.10. Intentionally Omitted
4.11. Intentionally Omitted
4.12. 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.
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4.13. 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.
4.14. 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.
4.15. 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.
4.16. 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.
4.17. 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.
4.18. 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.
4.19. OPERATIONAL CAPABILITY. Contractor represents and warrants, as previously certified in
Contractor's Bidder's Certification, that Contractor has the operational and financial
capability relevant and appropriate experience, training, personnel, equipment, and tools to
perform the Contract.
4.20. 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.
4.21. CONTRACTOR represents and warrants that Contractor shall comply with the federal
Occupational Safety and Health Administration (OSHA) and, if manufactured or stored in the
State of Washington, the Washington Industrial Safety and Health Act (WISHA) and the
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standards and regulations issued thereunder, and certifies that all items furnished pursuant
to this Contract shall conform to and comply with said laws, standards, and regulations.
4.22. LABOR FURNISHED. Contractor represents and warrants that all labor furnished by Contractor
shall be trained journeyman level mechanics and mechanics in charge, or subcontractors,
thoroughly skilled in Elevator Services. Apprentices must be registered with the National
Association of Elevator Contractors (NAEC) and directly employed and supervised by
Contractor. Elevator Technician Mechanic(s) and Apprentices will use all reasonable care to
maintain the equipment in a proper and safe operating condition at all times.
4.23. INDUSTRY SAFETY STANDARDS. Contractor represents and warrants Contractor shall comply with
current and approved elevator and/or escalator equipment industry safety standards.
Contractor shall comply with the latest edition of the codes and standards enforced by the
state and regulations promulgated by the American Society of Mechanical Engineers (ASME).
Contractor Safety Plan for employee safe work practices that includes regular safety
education given to employees, meet federal safety mandates, and steps to eliminate unsafe
practices and incidents.
4.24. CONTRACTOR CERTIFICATIONS. Contractor represents and warrants Contractor shall comply with
the entirety of Revised Code of Washington (RCW) 70.87, as well as codes and standards listed
below or other applicable codes.
The latest edition of the following codes and standards enforced by the state at the date of
the contract inception or contract renewal, shall apply:
(a) ASME A17.1 "Safety Code for Elevators and Escalators"
(b) ASME A17.2 "Inspector's Manual for Elevators and Escalators
(c) ASME A18.1 "Safety Standard for Platform Lifts and Stairway Chairlifts"
(d) Building Officials and Code Administrators (BOCA) International Inc., Basic
Building Code
(e) BOCA Basic Mechanical Code
(f) National Fire Protection Association (NFPA) Code
(g) National Electric Code (NEC)
(h) Williams -Steiger Occupational Safety and Health Act of 1970 (OSHA)
(i) American Society for Testing and Materials (ASTM)
(j) Institute of Electrical and Electronics Engineers (IEEE)
(k) National Electrical Manufacturer's Association (NEMA)
(1) National Petroleum Institute (NPI)
(m) Underwriter's Laboratories, Inc. (UL), Federal Specifications
(n) American National Standard of Safety Code
S. QUALITY; WARRANTY; REMEDIES.
5.1. GOODS (PARTS) WARRANTY. Contractor warrants that, for a period of twelve (12) months from
the date when the Goods are put into use, or eighteen (18) months after delivery of the
Goods, whichever is later ("Goods Warranty (Parts) Period"), the Goods: (a) are free from
defects in design, material, and workmanship; (b) are fit and safe for the intended purposes
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and appropriate for the specified application(s) (if any); (c) are consistent with recognized
industry quality standards; (d) comply with the requirements, specifications, drawings,
standards, and descriptions included in this Contract; and (e) are produced and delivered in
full compliance with applicable law ("Goods (PARTS) Warranty"). Contractor further warrants
that it has good and marketable title to the Goods and shall keep Purchaser's property free
of liens. If Purchaser receives notice of a lien caused by Contractor, Purchaser may withhold
any payment otherwise due Contractor until Contractor submits proof, in a form satisfactory
to Purchaser, that all lienable claims have been fully paid or waived.
5.2. GOODS (PARTS) REMEDY. If Goods do not comply with the Goods (PARTS) Warranty or any defects
develop during the Goods (Parts) Warranty Period under normal use, at Purchaser's election,
Contractor promptly shall remedy the defect by removing, repairing, correcting, or replacing,
and/or reinstalling any defective Goods. Contractor's Goods (PARTS) Warranty support shall
include, at Contractor's sole expense, all technical support, parts, materials and equipment,
and labor, including freight and "in/out" costs required to address the defect. If, in
Purchaser's judgment, repair or replacement is inadequate, or fails of its essential purpose,
Contractor shall refund the full amount of any payments that have been made. The rights
and remedies of the parties under this warranty are in addition to any other rights and
remedies of the parties provided by law or equity, including, without limitation, actual
damages, and, as applicable and awarded under the law, to a prevailing party, reasonable
attorneys' fees and costs.
5.3. SERVICES WARRANTY. Contractor warrants that: (a) Services shall be performed in a timely,
efficient, and professional manner; (b) all Contractor personnel assigned to perform Elevator
Services shall have the necessary skill, training, and all appliable licenses/certifications; and
(c) Services shall be performed in a manner consistent with the standard of care in the
industry ("Services Warranty"). The Services Warranty shall survive for a period of twelve (12)
months after the date when Services are completed ("Services Warranty Period").
5.4. SERVICES REMEDY. If Services do not comply with the Services Warranty or are in any manner
found to be nonconforming during the Services Warranty Period, Contractor promptly shall
remedy the non-conformance, or at Purchaser's election, Contractor shall re -perform or
correct the nonconforming Services at no additional cost to Purchaser or refund the amounts
paid for the Services.
5.5. IT WARRANTY. Contractor warrants, that all hardware, software, and firmware associated with
Goods or Services ("IT Goods" and "IT Services", respectively) shall not: (a) contain any
viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door, or other
software code or routine designed to: (i) damage, destroy, or alter any software or hardware;
(ii) reveal, damage, destroy, or alter any data; (iii) disable any computer program
automatically; or (iv) permit unauthorized access to any software or hardware; (b) contain
any third party software (including software that may be considered free software or open
source software) that (i) may require any software to be published, accessed, or otherwise
made available without the consent of Purchaser, or (ii) may require distribution, copying, or
modification of any software free of charge; and (c) infringe on any patent, copyright,
trademark, or other proprietary or intellectual property right of any third party or
misappropriate any trade secret of any third party ("IT Warranty"). The IT Warranty shall
expire twelve (12) months after the date IT Goods are delivered or IT Services are complete,
as applicable.
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5.6. IT REMEDY. If IT Goods or IT Services do not comply with the IT Warranty, or if any defect or
non-conformance develops during the IT Warranty Period, Contractor, at Purchaser's
election, promptly shall: (a) remedy the defect by removing, repairing, correcting or
replacing, and/or reinstalling any defective IT Goods; (b) re -perform or correct the non-
conforming IT Services at no additional cost to Purchaser; or (c) refund the amounts paid for
IT Services and IT Goods.
5.7. 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, make or
cause to be made required modifications, adjustments, or repairs, or may replace Goods,
Services, IT Goods, or IT Services, 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.
5.8. EMERGENCY & TECHNICAL SUPPORT. - Contractor shall provide emergency after -hour service and
telephone support, including after -hour technical support, at its own cost. Contractor shall
maintain a technical support hotline to address breakdowns and safety incidents.
6. SAFETY; SECURITY; CONTRACTOR REQUIREMENTS WHILE ON PURCHASERS PREMISES. Contractor's failure to
comply with any of the requirements in this Section shall be cause for termination.
6.1. REGULATORY REQUIREMENTS/SAFETY. Goods and/or Services supplied by Contractor shall meet
all applicable health, safety, and other federal, state, local, and/or tribal regulatory
requirements applicable to the Goods and/or Services.
6.2. MATERIAL SAFETY DATA SHEETS/SAFETY DATA SHEETS. As applicable, Contractor shall provide
Purchaser with all appropriate current Material Safety Data Sheets ("MSDS") and/or Safety
Data Sheets ("SDS") at the time of delivery of each shipment of Goods which requires such
compliance and/or and for materials used by Contractor while performing Elevator Services
pursuant to this Contract.
6.3. CLEAN-UP. If Contractor, its agents, employees, or subcontractors perform on-site Elevator
Services, 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. 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.
6.5. ACCIDENT AND INJURY REPORTING. If Contractor, its agents, employees, or subcontractors are
present at Purchaser's premises, Contractor promptly shall report to Purchaser 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 such
premises. Contractor agrees to cooperate and assist Purchaser in any investigation of such
incidents.
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6.6. ON-SITE REQUIREMENTS. As applicable, while on Purchaser's premises or while interacting with
Purchaser and/or Enterprise Services' personnel, 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.
6.7. IT SECURITY POLICIES. Contractor, its agents, employees, or subcontractors shall comply with all
Washington State IT security policies and standards which shall be made available to
Contractor upon request.
6.8. BACKGROUND CHECKS, SECURITY CLEARANCE, FINGERPRINTING, AND SECURITY AWARENESS TRAINING. All
Contractor's employees or subcontractors who provide services at facilities of the
Washington State Patrol (WSP), Department of Corrections (DOC), Department of Social and
Human Services (DSHS), or other similarly secure facilities of other eligible Purchasers, must
pass a security background check, if required or at the request of the Purchaser. Contractors
shall comply with requests for additional background checks, fingerprint, security training,
and or safety requirements, to be cleared for access to Purchaser facilities.
(a) Each location may require the clearance before any individual is allowed on
site.
(b) Some DOC facilities may require security clearance to be updated every
ninety (90) days. Contractor shall submit required personnel information
within an adequate time for completion of a security background clearance,
generally fifteen (15) business days, ahead of a scheduled site visit.
Contractors' employees or subcontractors who provide service at a DOC
and/or DSHS facilities may be required to attend a security briefing before
working inside a facility for the first time. The briefing will cover tool control,
key control, association with offenders, staff escorts, use of cell phones,
pagers, cameras, tobacco products, alcohol, weapons, ammunition,
contraband management, vehicles and parking, searches, emergency
procedures, and other possible topics.
(c) Contractors' employees or subcontractors who provide service a WSP facility
who have unescorted access are required to complete security awareness
training every two (2) years, complete a criminal history background check,
complete an FBI background, and submit fingerprint forms at Contractor's
expense. Contractor shall submit required personnel information and forms
within an adequate time for completion of a security background clearance,
generally four (4) weeks ahead of an unescorted scheduled site visit.
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
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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.
8.1 ORDERING REQUIREMENTS.
(a) Purchaser Request. Eligible Purchasers shall order Goods and/or 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.
(b) Purchaser must provide written approval before utilization of Apprentice technicians
and prior to billing. The Contractor must secure and obtain written pre -approval for
all Apprentice technicians.
(c) Purchaser shall provide Contractor a list of authorized representatives including at a
minimum, name(s), email address(s), and phone number(s).
(d) Contractor shall deliver the Goods and/or Services according to the frequency listed
in the Purchaser's Purchase Order (monthly, quarterly or annually) for the Full Service
Maintenance of Equipment. Contractor shall complete Elevator Services to the
applicable service location specified in the Purchase Order. Such completed Elevator
Services should occur during Purchaser's normal work hours and within the time
period unless mutually agreed in writing between Purchaser and Contractor, or
during an emergency.
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8.2 PERFORMANCE REQUIREMENTS. Contractor must ensure that the Goods and/or Services are
delivered or provided as required by this Contract, the Purchase Order used by Purchaser,
and as otherwise mutually agreed in writing between Purchaser and Contractor. All services
must be performed by qualified Elevator Technician Mechanic(s) with valid licenses,
certifications, and/or qualifications as legally required to perform such Elevator Services.
8.3. PURCHASER INSPECTION OF GOODS AND/OR SERVICES.
(a) Goods and/or Services purchased under this Contract are subject to Purchaser's
reasonable inspection, testing, and approval at Purchaser's destination. Purchaser
reserves the right to reject and refuse acceptance of Goods and/or Services that are
not in accordance with this Contract and Purchaser's Purchase Order.
(b) If there are any apparent defects in the Goods and/or Services at the time of service,
Purchaser promptly shall notify Contractor. At Purchaser's option, and without
limiting any other rights, Purchaser may require Contractor to repair or replace, at
Contractor's expense, any or all of the damaged or defect Goods and/or Services or,
at Purchaser's option, Purchaser may note any such damage or defect on the report,
decline acceptance, and deduct the cost of rejected Goods and/or Services from final
payment. Payment for any Goods and/or Services under such Purchase Order shall
not be deemed acceptance.
(c) If a deficiency is discovered at any time during Contractor's performance of this
Contract, Contractor, at no additional cost to Purchaser, shall correct the deficiency
within ten (10) business days from notice of the deficiency.
8.4. CUSTOMER SERVICE.
(a) Contractor Customer Service Availability. Contractor shall be available by phone
and/or email Monday through Friday from 6:00 am to 6:00 p.m. Pacific Standard
Time (PST).
(b) Contractor Customer Service Response Time for Purchaser Inquiries for Routine
Questions. Contractor shall return Purchasers' calls and emails within two (2)
business days.
(c) Contractor Response Time for Purchaser's Request for a Quote. Contractor will
provide Purchaser with completed quote, once Contractor has all of the relevant
information, within two (2) business days.
(d) Contractor Acknowledgement of Purchase Order. Contractor will acknowledge
purchaser orders within two (2) business days.
(e) Contractor Non- Emergency Appointment Requests. This outlines the timeframe for
scheduling and providing the appointment details to the Purchaser. Contractor will
provide Purchaser the appointment details within two (2) business days.
(f) Contractor Routine Response Time for Purchaser's Repair Request. The response
time is counted from the end of the phone call or when Contractor receives the email
requesting repair until the technician arrives at location. A Routine Service Request
is any request not deemed by Purchaser to require immediate response and
resolution by Contractor. Contractor shall respond to all Routine Service Requests
in accordance with the following standards:
i. Routine Service Requests shall be resolved as quickly and effectively as
possible and in such a manner that the disruption of Elevator Services and
inconvenience to Purchasers is absolutely minimized.
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ii. Normal Work Hours (Weekdays) between 6 am and 6 pm; PST, within two (2)
business days.
(g) Contractor Malfunctioning Response Time for Purchaser's malfunctioning
equipment. The response time is counted from the end of the phone call or when
Contractor receives the email requesting repair until the technician arrives at
location. A Malfunctioning Service Request is any request not deemed by Purchaser
to require immediate response and resolution by Contractor. Contractor shall
respond to all Malfunctioning Service Requests in accordance with the following
standards:
i. Malfunctioning Service Requests shall be resolved as quickly and effectively as
possible and in such a manner that the disruption of Elevator Services and
inconvenience to Purchasers is absolutely minimized.
ii. Normal Work Hours (Weekdays) between 6 am and 6 pm; PST, within two (2)
hours.
iii. Outside of Normal Work Hours between 6 pm and 6 am; PST, within four (4)
hours.
(h) Contractor Response Time for Purchaser's Labor & Industries (L&I) Correction
Notice. The response time is counted from the end of the phone call or when
Contractor receives the email requesting repair to when the technician arrives at
location. An L&I correction notice is a Routine Service Request that requires
immediate response and resolution by Contractor. Contractor shall respond to all
L&I correction notice Requests in accordance with the following standards:
i. L&I Correction Notice Requests shall be resolved as quickly and effectively as
possible and in such a manner that the disruption of Elevator Services and
inconvenience to Purchasers is absolutely minimized.
ii. Normal Work Hours (Weekdays) between 6 am and 6 pm; PST, within three (3)
business days.
(i) Emergency Service Requests Response. Emergency Service Request is defined as an
entrapment, or requests for immediate service in situations that are a threat to life
or limb and have potential for injury, entrapment, or serious damage to property or
Equipment. Upon notification by the Purchaser of a situation, the Contractor will,
by mutual agreement, immediately dispatch a technician. Emergency response time
is counted from the end of the phone call requesting repair to when the Contractor's
Elevator Technician Mechanic(s) arrives onsite. Contractor will keep the Purchaser
informed as to the Elevator Technician Mechanic(s) estimated time of arrival and
shall respond to all Emergency Service Requests in accordance with the following
standards:
i. Emergency Service Requests shall be resolved as quickly and effectively as
possible and in such a manner that the disruption of Elevator Services and
inconvenience to users is absolutely minimized.
ii. Normal Work Hours (Weekdays) between 6 am to 6 pm, PST: every
hour(every 60 minutes) and beyond the first hour, updates every hour (every
60 minutes).
iii. Overtime Hours (all other days/hours) 6 pm to 6 am, PST: every hour (every
60 minutes) and beyond the first hour updates every hour (every 60 minutes).
The Contractor and the Elevator Technician Mechanic(s) will make any emergency
their No. 1 priority. Emergency service calls are billable at the applicable hourly rate.
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After sixty (60) minutes (or a different timeframe as negotiated upon execution of
the Purchaser's agreement), the designated Purchaser's representative has the
authority to call the local Fire Department for extractions. The Purchaser reserves
the right to seek reasonable compensation or reimbursement for resources used
(both material and labor) for damage caused by the Fire Department if the call to
the Fire Department was caused by a failure by Contractor to respond within the
time limit established.
(j) Schedule Maintenance Shutdowns:
i. Short Shut Down. Purchaser is to be informed in writing (email acceptable)
at least three (3) business days in advance when equipment will be taken
down for more than two (2) hours.
ii. Major Shut Down: Purchaser is to be informed in writing {email acceptable)
at least one (1) week in advance when a unit will be taken down for more
than one (1) day for non -emergency service and repairs.
(k) Contractor Escalation. In the event of an escalated issue, Contractor shall provide
Purchaser with a status update on escalated invoice issues every five (5) business
days to Purchaser until invoice corrections are resolved not to exceed 30 calendar
days.
In the event of a change with the Contractor's point of contact(s), the Contractor
must inform the Contract Specialist within 15 calendar days to ensure the
information is updated and posted accordingly.
(1) Contractor Invoicing Correction Commitment. In the event of an unresolved
invoicing issue, Contractor shall provide Purchaser with a status update on escalated
issues every five (5) business days to Purchaser until such issues are resolved.
In the event of a change with the Contractor's point of contact(s), the Contractor
must inform the Contract Specialist within 15 calendar days to ensure the
information is updated and posted accordingly.
(m) Invoice Resolution. In the event of an invoicing error, Contractor shall provide to the
Purchaser a corrected invoice no later than 30 calendar days from the day the
correction was requested.
(n) Contractor shall provide Purchaser with an up-to-date point of contact for
Contractor and notify Purchaser of Elevator Technician Mechanic(s) and personnel
changes/substitutions within seven (7) days of the change.
(o) Contractor shall notify Purchaser at least forty-eight (48) hours of scheduled
changes.
9. PREVAILING WAGES. This Contract category is subject to Washington's Prevailing Wage on Public Works
Act (RCW 39.12). Accordingly, for work pursuant to this Contract, Contractor (including any
subcontractors), unless exempt, shall pay all workers employed in the performance of any part of the
work in accordance with RCW 39.12 and the rules promulgated by the Washington State Department
of Labor and Industries.
9.1. WAGE RATES. Contractor, and any subcontractor or other person doing any portion of the work
covered by this Contract, shall not pay any laborer, worker, or mechanic less than the
applicable and most current prevailing hourly wage rates and fringe benefits for said worker's
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classification to all laborers workers or mechanics who perform any work pursuant to any
resulting contract, in conformance with the scope or work description of the Industrial
Statistician of the Washington State Department of Labor and Industries. Contractor shall
have sole responsibility to ascertain the applicable prevailing rate of wage for such
classification, as set forth by the State of Washington for the County in which the work is
performed. The applicable prevailing wage rates are set forth on the website for the
Washington State Department of Labor and Industries. Prevailing wage rates are updated
twice a year, on the first business day in February and August, and take effect thirty (30) days
after publication. For Elevator Services on this Contract that are provided during an update
to the prevailing wage rates, Contractor shall pay the applicable prevailing wage for the date
the services performed in compliance with any update to the rates. For clarity, the updates
to prevailing wage rates automatically apply to the wage rates on this Contract for any work
performed on the day the updated prevailing wage rate takes effect.
9.2. STATEMENT OF INTENT TO PAY PREVAILING WAGES. Before commencing any work under this
Contract, Contractor (and all subcontractors) shall file with the Washington State Department
of Labor and Industries, for approval, a statement, under oath, certifying its Intent to Pay
Prevailing Wages. Contractor also shall provide a copy of the Intent to Pay Prevailing Wages
to Purchaser, if requested.
9.3. INVOICES & CONTRACT PAYMENTS. Contractor understands and agrees that each invoice for
payment submitted to Purchaser shall state that prevailing wages have been paid in
accordance with the pre -filed Statement(s) of Intent, as approved. Copies of the Intent to Pay
Prevailing Wages shall be posted on the work site with the address and telephone number of
the Industrial Statistician of the Washington State Department of Labor and Industries where
a complaint or inquiry regarding prevailing wages may be made. Further, for invoices on this
Contract for services performed that occur with an update to the prevailing wage rates,
Contractor shall clearly detail the applicable rates charged for the dates services for periods
before an update to the prevailing wage rate and periods after the prevailing wage rate to
ensure to ensure that the correct prevailing wage rate was utilized.
9.4. AFFIDAVIT OF WAGES PAID. Upon completion of the work under this Contract, Contractor (and
each subcontractor) shall file with the Washington State Department of Labor and Industries
the approved Affidavit of Wages Paid. Purchaser shall condition final payment to Contractor
on the submittal of such Affidavit of Wages Paid.
9.5. LABOR & INDUSTRIES FEES. Contractor shall pay to the Washington State Department of Labor
and Industries any applicable fees for the Statement of Intent and/or Affidavit of Wages Paid
that are to be submitted to the Washington State Department of Labor and Industries for
certification.
9.6. PAYROLL RECORDS. Contractor shall retain payroll records pertaining to work performed for this
Contract for three (3) years following expiration or termination of this Contract and, upon
request, provide certified copies of such payroll records to Enterprise Services
10 INVOICING & PAYMENT CONTRACTOR INVOICE. Contractor shall submit properly itemized invoices to
Purchaser's designated invoicing contact for Goods and/or Services delivered under this Contract.
Such invoices shall itemize the following:
(a) Contract No. 28723;
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(b) Contractor name, address, telephone number, and email address for billing
issues (i.e., Contractor Customer Service Representative);
(c) Contractor's Federal Tax Identification Number;
(d) Purchaser's Purchaser Order No., name, address; and email address;
(e) Date(s) of actual service performed;
(f) Full Service Maintenance Rates, including any available prompt payment
discounts.
(g) In addition, invoices for T&M authorized work shall also include the
following documentation: Detailed service description and itemized
breakdown of applicable Goods and/or Service:
i. Contractor's T&M proposal
ii. Journeyman level labor rate(s): Elevator Technician Mechanic,
Elevator Technician Mechanic In Charge, Apprentice (Apprentice
only with Purchaser's prior written approval)
Hourly rate and total hours for each labor category, if applicable. Pricing
for Labor categories must be clearly structured in same manner as
Contract pricing (Prevailing Wage +
iii. Actual labor hours worked
The number of hours should reflect at minimum the hours indicated on the
MCP or sign in/out log, or other document as agreed by Purchaser.
iv. Repair and/or replacement parts description
V. Unit Price: Actual cost + % markup
Pricing for Parts in performing Elevator Services must be clearly
structured in same manner as Contract pricing (cost + % markup)
Invoice amount to include break down of cost of materials
Contractor's invoices for payment shall reflect accurate Contract prices. Invoices shall not be
processed for payment until Contractor has conducted the Elevator Service and Purchaser is
in receipt of an accurate and a complete invoice as specified herein.
10.2 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 Goods and/or Services. Unless Contractor has provided a prompt payment
discount set forth in Exhibit 8 —Prices for Goods/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 necessaryto 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 $1.00. Payment shall not
be considered late if a check or warrant is mailed within the time specified.
10.3 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
timely refunds of overpayment(s) (either directly or by credit memo), Contractor shall pay
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Purchaser interest at the rate of one percent (1%) per month on the amount overdue thirty
(30) calendar days after notice to Contractor.
10.4 ADVANCE PAYMENT PROHIBITED. Except as authorized by law, Contractor shall not request or
receive advance payment for any Goods and/or Services furnished by Contractor pursuant to
this Contract.
10.5 NO ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or
impose any additional charges including, but not limited to, charges for travel, tolls, parking,
mileage, lodging, meals, shipping, handling, insurance, or payment processing.
10.6 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 Goods and/or 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.
11 CONTRACT MANAGEMENT.
11.1 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
Attn: Julie Hannah
Washington Dept. of Enterprise Services
PO Box 41411
Olympia, WA 98504-1411
Tel: (360) 407-2215
Email: descontractsteamcedar@des.wa.gov
Contractor
Attn: Tara Whitford
TK Elevator Corporation
12530135 th Avenue NE
Kirkland, WA 98034_
Tel: (253) 606-3375
Email: tara.whitford@tkelevator.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.
11.2 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.
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In the event of a change with the Contractor's point of contact(s), the Contractor must inform
the Contract Specialist within 15 calendar days to ensure the information is updated and
posted accordingly.
11.3 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
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
Attn: Legal Services Manager
Washington Dept. of Enterprise Services
PO Box 41411
Olympia, WA 98504-1411
Email: greg.tolbert@des.wa.gov
Contractor
Attn: Nicole Tarrant
TK Elevator Corporation
12530135 th Avenue NE
Kirkland, WA 98034
Email: Nicole.tarrant@tkelevator.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.
12. CONTRACTOR SALES REPORTING; VENDOR MANAGEMENT FEE; & CONTRACTOR REPORTS.
12.1. CONTRACT SALES REPORTING. Contractor shall report total Contract sales quarterly to Enterprise
Services, as set forth below.
(a) 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.
(b) 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.
(c) 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
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QUARTER
FOR SALES MADE IN
CALENDAR QUARTER
CONTRACT SALES REPORT
DUE BY
PAST DUE
3
July 1— September 30
October 31
November 1
4
October 1— December 31
January 31
February 1
12.2. 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).
(a) 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.
(b) 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.
(c) 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. Payments must be
received within thirty (30) calendar days of the invoice issue date from
Enterprise Services. Contractor's VMF payment to Enterprise Services must
reference the invoice number.
(d) 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.
(e) 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.
12.3. ANNUAL CONTRACT SALES REPORT FOR SERVICE CONTRACTS. Contractor shall provide to Enterprise
Services a detailed annual Contract sales report. Such report shall include, at a minimum, the
following:
(a) The total dollar amount for Elevator Services (including, as applicable, item
number or other identifier) invoiced by Contractor;
(b) Date Elevator Services performed;
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(c) Locations, by Purchaser; where Contractor performed Elevator Services and
(d) Contract pricing:
i. Full Service Maintenance Rates (Monthly, Quarterly, and/or Annual)
ii. Prevailing Wage + % (Hourly rate and total hours for each labor
category, if applicable. Pricing for Labor categories must be clearly
structured in same manner as Contract pricing (Prevailing Wage + %).
iii. Parts: Actual cost + % markup. Pricing for parts categories must be
clearly structured in same manner as Contract pricing (Actual Cost + %
mark up).
(e) Total dollar amount for Elevator Services purchased by Purchaser;
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.
13. RECORDS RETENTION & AUDITS.
13.1 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
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.
13.2 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 priorto the expiration of this period, such period
shall extend until all such litigation, claims, or audits have been resolved.
13.3 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 result of the examination of Contractor's
records; and (b) reimburse Enterprise Services for any underpayment of vendor management
fees, at a rate of 125% of such fees found as a result of the examination of Contractor's
records (e.g., if Contractor underpays the Vendor Management Fee by $500, Contractor
would be required to pay to Enterprise Services $500 x 1.25 = $625); Provided, however, that,
in the event Contractor timely discovers and corrects any Purchaser overpayment or
Contractor underpayment of vendor management fees and does so prior to the initiation of
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any audit, Contractor shall be entitled to reimburse Purchaser or pay to Enterprise Services
the actual amount of such Purchaser overpayment or such underpayment of vendor
management fees.
14. INSURANCE.
14.1. REQUIRED INSURANCE. Contractor, at its expense, shall maintain in full force and effect the
insurance coverages set forth in ExhibitC— Insurance Requirements. All costs for insurance,
including any payments of deductible amounts, shall be considered incidental to and included
in the prices for Goods and/or Services and no additional payment shall be made to
Contractor.
14.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation
statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to
provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its
employees as may be required by law, Enterprise Services may terminate this Contract. This
provision does not waive any of the Washington State Department of Labor and Industries
(L&I) rights to collect from Contractor. If Contractor performs Services on Purchaser's behalf
in the State of Washington, and only to the extent of claims against Contractor by Purchaser
under the Indemnity obligations in this Contract, Contractor expressly waives any immunity
it may be granted under the Washington State Industrial Insurance Act, Title 51 RCW.
Contractor's indemnification obligation shall not be limited in any way by any limitation on
the amount or type of damages, compensation, or benefits payable to or for any third party
under workers' compensation acts, disability benefit acts, or other employee benefit acts.
The parties expressly acknowledge and certify that the waiver of immunity under Title 51
RCW was mutually negotiated and agreed upon.
15. CLAIMS.
15.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility AND
all risks of personal injury or property damage to itself and its employees and agents in
connection with its operations under this Contract. Enterprise Services has made no
representations regarding any factor affecting Contractor's risks. Contractor shall pay for all
damage to any Purchaser's property resulting directly or indirectly from Contractor's acts or
omissions under this Contract.
15.2. THIRD -PARTY CLAIMS; GENERAL INDEMNITY. To the fullest extent permitted by law, Contractor shall
defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and
agents harmless from and against all claims, demands, judgments, assessments, damages,
penalties, fines, costs, liabilities, or losses including, without limitation, sums paid in
settlement of claims, attorneys' fees, consultant fees, and expert fees (collectively "Claims")
to the extent arising out of Contractor's or its successors', agents', or subcontractors'
negligence, other tortious fault, or intentional misconduct under this Contract. The parties
agree that if there are any limitations of Contractor's liability, including a limitation of liability
clause for anyone for whom the Contractor is responsible, such limitations of liability shall not
apply to injuries to persons (including death), damages to property, data breach, and/or
intellectual property infringement. Contractor shall take all steps needed to keep Purchaser's
property free of liens arising from Contractor's activities, and promptly obtain or bond the
release of any such liens that may be filed.
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15.3. INTELLECTUAL PROPERTY INDEMNITY. To the fullest extent permitted by law, Contractor shall
defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and
agents harmless from against any and all Claims resulting from allegations of infringement of
any patents, copyrights, trade secret, or similar intellectual property rights covering the
Goods and/or Services provided, or the use of the Goods and/or Services under this Contract.
If Purchaser's use of Goods and/or Services provided by Contractor is enjoined based on an
intellectual property infringement Claim, Contractor shall, at its own expense, either procure
for Purchaser the right to continue using the Goods and/or Services or, after consulting with
Purchaser and obtaining Purchaser's consent, replace or modify the Goods and/or Services
with substantially similar and functionally equivalent non -infringing Goods and/or Services.
16. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Contract
efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such
dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each
organization. In such situation, upon notice by either party, each party, within five (5) business days
shall reduce its description of the dispute to writing and deliver it to the other party. The receiving
party then shall have three (3) business days to review and respond in writing. In the event that the
parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference
between the respective senior managers of each organization to attempt to resolve the dispute. In
the event the parties cannot agree, either party may resort to court to resolve the dispute.
17. TERMINATION; EXPIRATION; SUSPENSION; & REMEDIES.
17.1. TERMINATION. This Contract may be terminated: (a) upon the mutual written agreement of
the parties; (b) by the non -breaching party where the breach is not cured within thirty (30)
calendar days after written notice of breach is delivered to the breaching party, unless a
different time for cure is otherwise stated in this Contract; and (c) as otherwise expressly
provided for in this Contract. This Contract shall terminate automatically and without further
action if a party becomes insolvent or is placed in receivership, reorganization, liquidation,
or bankruptcy. In addition to any other available remedies, the non -breaching party may
terminate this Contract as provided in subsection (b) above without further liability by
written notice to the breaching party. A termination for breach shall not affect rights or
obligations accrued or owed before the effective date of the termination notice.
17.2 TERMINATION FOR NONAPPROPRIATION OR REDUCTION OF FUNDS OR CHANGES IN LAW. Enterprise
Services may suspend or terminate this Contract and Purchasers may suspend or terminate
applicable Purchase Orders, in whole or in part, at the sole discretion of Enterprise Services
or, as applicable, Purchaser, if Enterprise Services or, as applicable, Purchaser reasonably
determines that: (a) a change in Federal or State legislation or applicable laws materially
affects the ability of either party to perform under the terms of this Contract or applicable
Purchase Order; or (b) that a change in available funds affects Purchaser's abilityto pay under
the applicable Purchase Order. A change of available funds as used in this section includes,
but is not limited to a change in Federal or State funding, whether as a result of a legislative
act or by order of the President or the Governor. If a written notice is delivered under this
provision, Purchaser shall reimburse Contractor for Goods properly ordered and/or Services
properly performed until the effective date of said notice. Except as stated in this provision,
in the event of termination for nonappropriation or reduction of funds or changes in law,
Purchaser shall have no obligation or liability to Contractor.
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17.3 TERMINATION FOR PUBLIC CONVENIENCE. Enterprise Services, for public convenience, may
terminate this Contract; Provided, however, that such termination for public convenience
must, in Enterprise Services' judgment, be in the best interest of the State of Washington; and
Provided further, that such termination for public convenience shall only be effective upon
sixty (60) calendar days prior written notice; and Provided further, that such termination for
public convenience shall not relieve any Purchaser from payment for Goods/Services already
ordered as of the effective date of such notice. Except as stated in this provision, in the event
of such termination for public convenience, neither Enterprise Services nor any Purchaser
shall have any obligation or liability to Contractor.
17.4 PURCHASER OBLIGATIONS — ExPIRATION. Upon expiration of this Contract, Purchaser shall accept
and take delivery of all outstanding and not yet fulfilled Purchase Orders and pay Contractor
the price as set out in the Contract. Notwithstanding any provision to the contrary, in no
event shall a Purchaser's Purchase Order pursuant to this Contract that is executed prior to
expiration of this Contract allow for Contractor to provide Goods and/or Services more than
twelve (12) months beyond the expiration date of the Contract.
17.5 CONTRACTOR OBLIGATIONS — EXPIRATION OR TERMINATION. Upon expiration or termination of this
Contract, Contractor shall: (a) continue to fulfill its warranty obligations with respect to any
Goods and/or Services sold hereunder and all provisions of the Contract that, by their nature,
would continue beyond the expiration, termination, or cancellation of the Contract shall so
continue and survive; and (b) promptly return to Purchaser all keys, badges, and other
materials supplied by Purchaser for the performance of any Purchase Order entered into
pursuant to this Contract.
17.6 DEFAULT. Any of the following events shall constitute cause for Enterprise Services to declare
Contractor in default of this Contract:
(a) Contractor fails to perform or comply with any of the terms or conditions of this
Contract;
(b) Contractor fails to timely report quarterly contract sales;
(c) Contractor fails to timely pay the vendor management fees when due;
(d) Contractor fails to maintain the insurance coverages specified herein or timely
provide to Enterprise Services the Certificate of Insurance and updates thereto
specified herein; or
(e) Contractor breaches any representation or warranty provided herein.
17.7 SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor's
operations under this Contract immediately by written cure notice of any default. Suspension
shall continue until the default is remedied to Enterprise Services' reasonable satisfaction;
Provided, however, that, if after thirty (30) calendar days from such a suspension notice,
Contractor remains in default, Enterprise Services may terminate Contractor's rights under
this Contract. All of Contractor's obligations to Enterprise Services and Purchasers survive
termination of Contractor's rights under this Contract, until such obligations have been
fulfilled.
17.8 REMEDIES FOR DEFAULT.
(a) Enterprise Services' rights to suspend and terminate Contractor's rights
under this Contract are in addition to all other available remedies.
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(b) In the event of termination for default, Enterprise Services may exercise any
remedy provided by law including, without limitation, the right to procure for
all Purchasers replacement Goods and/or Services. In such event, Contractor
shall be liable to Enterprise Services for damages as authorized by law
including, but not limited to, any price difference between the Contract price
and the replacement or cover price as well as any administrative and/or
transaction costs directly related to such replacement procurement — e.g.,
the cost of the competitive procurement.
17.9 LIMITATION ON DAMAGES. Notwithstanding any provision to the contrary, the parties agree that
in no event shall any party or Purchaser be liable to the other for exemplary or punitive
damages; Provided, however, that nothing contained in this Section shall in any way exclude
or limit: (a) a party's liability for all damages arising out of that party's intentional acts or
omissions; (b) the operation of any Goods or Services warranty provided in this Contract; or
(c) damages subject to the Intellectual Property Indemnity section of this Contract. Any
limitation of either party's obligations under this Contract, by delivery slips or other
documentation is void.
17.10 SUSPENSION/TERMINATION PROCEDURE. Regardless of basis, in the event of suspension or
termination (in full or in part), the parties shall cooperate to ensure an orderly and efficient
suspension or termination. Accordingly, Contractor shall deliver to Purchasers all Goods
and/or Services that are complete (or with approval from Enterprise Services, substantially
complete) and Purchasers shall inspect, accept, and pay for the same in accordance with this
Contract and the applicable Purchase Order. Unless directed by Enterprise Services to the
contrary, Contractor shall not process any orders after notice of suspension or termination
inconsistent therewith.
18 PURCHASE ORDER TERMINATION. Purchaser Orders between Eligible Purchasers and Contractor may be
terminated as follows:
(a) Upon the mutual written agreement of the parties to the Purchase Order;
(b) By the non -breaching party where the breach of the Purchase Order is not
cured within thirty (30) calendar days after written notice of breach is
delivered to the breaching party, unless a different time for cure is otherwise
stated in the applicable Purchase Order; or
(c) As otherwise expressly provided for in the applicable Purchase Order.
Purchase Orders shall terminate automatically and without further action if a party becomes insolvent
or is placed in receivership, reorganization, liquidation, or bankruptcy. In addition to any other
available remedies, the non -breaching party may terminate the Purchase Order as provided in
subsection (b) above without further liability by written notice to the breaching party. A termination
for breach shall not affect rights or obligations accrued or owed before the effective date of the
termination notice.
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19 PUBLIC INFORMATION & PUBLIC RECORDS DISCLOSURE REQUESTS.
19.1 WASHINGTON'S PUBLIC RECORDS ACT. Unless statutorily exempt from public disclosure, this
Contract and all related records are subject to public disclosure as required by Washington's
Public Records Act, RCW 42.56.
19.2 CONTRACTOR OBLIGATION. Contractor shall identify and mark the precise portion(s) of the
relevant page(s) of any records provided to Enterprise Services that Contractor believes are
statutorily exempt from disclosure and identify the precise statutory basis for exemption from
disclosure. In addition, if, in Contractor's judgment, certain portions of such records are not
statutorily exempt from disclosure but are sensitive because particular portions of
Contractor's records (NOT including pricing) include highly confidential, proprietary, or trade
secret information (or the equivalent) that Contractor protects through the regular use of
confidentiality or similar agreements and routine enforcements through court enforcement
actions, Contractor shall identify and mark the precise portion(s) of the relevant page(s) of
any records that include such sensitive information.
19.3 ENTERPRISE SERVICES' OBLIGATION. In the event that Enterprise Services receives a public records
disclosure request pertaining to records that Contractor has submitted and marked either as
(a) statutorily exempt from disclosure; or (b) sensitive, Enterprise Services, prior to disclosure,
shall do the following: Enterprise Services' Public Records Officer shall review any records
marked by Contractor as statutorily exempt from disclosure. In those situations, where the
designation comports with the stated statutory exemption from disclosure, Enterprise
Services shall redact or withhold the record(s) as appropriate. For records marked 'sensitive'
or for records where Enterprise Services determines that no statutory exemption to
disclosure applies or is unable to determine whether the stated statutory exemption to
disclosure properly applies, Enterprise Services shall notify Contractor, at the address
provided in the Contract, of the public records disclosure request and identify the date that
Enterprise Services intends to release the record(s) (including records marked 'sensitive' or
exempt from disclosure) to the requester unless Contractor, at Contractor's sole expense,
timely obtains a court order enjoining Enterprise Services from such disclosure. In the event
Contractor fails to timely file a motion for a court order enjoining such disclosure, Enterprise
Services shall release the requested record(s) on the date specified. Contractor's failure
properly to identify exempted or sensitive information or timely respond after notice of
request for public disclosure has been given shall be deemed a waiver by Contractor of any
claim that such records are exempt or protected from public disclosure.
20 GENERAL PROVISIONS.
20.1 TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Contract.
20.2 COMPLIANCE WITH LAW. Contractor shall comply with all applicable law. Contractor shall obtain
all necessary permits and approvals and give all stipulations, certifications, and
representations that may be required for it to perform this Contract.
20.3 NONDISCRIMINATION.
(a) Nondiscrimination Requirement. During the term of this Contract,
Contractor, including any subcontractor, shall not discriminate on the bases
enumerated at RCW 49.60.530(3). In addition, Contractor, including any
subcontractor, shall give written notice of this nondiscrimination
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requirement to any labor organizations with which Contractor, or
subcontractor, has a collective bargaining or other agreement.
(b) Obligation to Cooperate. Contractor, including any subcontractor, shall
cooperate and comply with any Washington state agency investigation
regarding any allegation that Contractor, including any subcontractor, has
engaged in discrimination prohibited by this Contract pursuant to
RCW 49.60.530(3).
(c) Default. Notwithstanding any provision to the contrary, Enterprise Services
may suspend Contractor, including any subcontractor, upon notice of a
failure to participate and cooperate with any state agency investigation into
alleged discrimination prohibited by this Contract, pursuant to
RCW 49.60.530(3). Any such suspension will remain in place until Enterprise
Services receives notification that Contractor, including any subcontractor,
is cooperating with the investigating state agency. In the event Contractor,
or subcontractor, is determined to have engaged in discrimination identified
at RCW 49.60.530(3), Enterprise Services may terminate this Contract in
whole or in part, and Contractor, subcontractor, or both, may be referred
for debarment as provided in RCW 39.26.200. Contractor or subcontractor
may be given a reasonable time in which to cure this noncompliance,
including implementing conditions consistent with any court-ordered
injunctive relief or settlement agreement.
(d) Remedies for Breach. Notwithstanding any provision to the contrary, in the
event of Contract termination or suspension for engaging in discrimination,
Contractor, subcontractor, or both, shall be liable for contract damages as
authorized by law including, but not limited to, any cost difference between
this Contract and the replacement or cover contract and all administrative
costs directly related to the replacement contract, which damages are
distinct from any penalties imposed under Chapter 49.60, RCW. Enterprise
Services and/or Purchasers shall have the right to deduct from any monies
due to Contractor or subcontractor, or that thereafter become due, an
amount for damages Contractor or subcontractor will owe Enterprise
Services and/or Purchasers for default under this provision.
20.4 ENTIRE AGREEMENT. This Contract constitutes the entire agreement and understanding of the
parties with respect to the subject matter and supersedes all prior negotiations,
representations, and understandings between them. There are no representations or
understandings of any kind not set forth herein.
20.5 AMENDMENT OR MODIFICATION. Except as set forth herein, this Contract may not be amended
or modified except in writing and signed by a duly authorized representative of each party.
20.6 AUTHORITY. Each party to this Contract, and each individual signing on behalf of each party,
hereby represents and warrants to the other that it has full power and authority to enter into
this Contract and that its execution, delivery, and performance of this Contract has been fully
authorized and approved, and that no further approvals or consents are required to bind such
party.
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20.7 No AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall
be or is intended to be created by or under this Contract. Neither party is an agent of the
other party nor authorized to obligate it.
20.8 INDEPENDENT CONTRACTOR. The parties intend that an independent contractor relationship is
created by this Contract. Contractor and its employees or agents performing under this
Contract are not employees or agents of Enterprise Services. Contractor shall not have
authorization, express or implied, to bind Enterprise Services to any agreement, liability, or
understanding, except as expressly set forth herein. Contractor and its employees and agents
are not entitled to unemployment insurance or worker's compensation benefits through
Enterprise Services or the State of Washington and Enterprise Services and the State of
Washington shall not pay for or otherwise provide such coverage for Contractor and its
employees and agents.
20.9 ASSIGNMENT. Contractor may not assign its rights under this Contract without Enterprise
Services' prior written consent and Enterprise Services may consider any attempted
assignment without such consent to be void; Provided, however, that, if Contractor
(a) provides written notice to Enterprise Services within thirty (30) calendar days of such
event and (b) timely executes Enterprise Services' Assignment, Assumption, and Consent
Agreement, Contractor may assign its rights under this Contract in full to any parent,
subsidiary, or affiliate of Contractor that controls or is controlled by or under common control
with Contractor, is merged or consolidated with Contractor, or purchases a majority or
controlling interest in the ownership or assets of Contractor. Unless otherwise agreed,
Contractor guarantees prompt performance of all obligations under this Contract
notwithstanding any prior assignment of its rights.
20.10 BINDING EFFECT; SUCCESSORS & ASSIGNS. This Contract shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.
20.11 ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS AND/OR SERVICES. Contractor
irrevocably assigns to Enterprise Services, on behalf of the State of Washington, any claim for
relief or cause of action which Contractor now has or which may accrue to Contractor in the
future by reason of any violation of state or federal antitrust laws in connection with any
Goods and/or Services provided in Washington for the purpose of carrying out Contractor's
obligations under this Contract, including, at Enterprise Services' option, the right to control
any such litigation on such claim for relief or cause of action.
20.12 FEDERAL FUNDS. To the extent that any Purchaser uses federal funds to purchase Goods and/or
Services pursuant to this Contract, such Purchaser shall specify, with its Purchase Order, any
applicable requirement or certification that must be satisfied by Contractor at the time the
Purchase Order is placed or upon delivery of such Goods and/or Services to Purchaser.
20.13 SEVERABILITY. If any provision of this Contract is held to be invalid or unenforceable, such
provision shall not affect or invalidate the remainder of this Contract, and to this end the
provisions of this Contract are declared to be severable. If such invalidity becomes known or
apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt
to amend such provision as nearly as possible to be consistent with the intent of this Contract.
20.14 WAIVER. Failure of either party to insist upon the strict performance of any of the terms and
conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or
to notify the other party in the event of breach, shall not release the other party of any of its
obligations under this Contract, nor shall any purported oral modification or rescission of this
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Contract by either party operate as a waiver of any of the terms hereof. No waiver by either
party of any breach, default, or violation of any term, warranty, representation, contract,
covenant, right, condition, or provision hereof shall constitute waiver of any subsequent
breach, default, or violation of the same or other term, warranty, representation, contract,
covenant, right, condition, or provision.
20.15 SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth
in or otherwise made pursuant to this Contract shall survive and remain in effect following
the expiration or termination of this Contract, Provided, however, that nothing herein is
intended to extend the survival beyond any applicable statute of limitations periods.
20.16 GOVERNING LAW. The validity, construction, performance, and enforcement of this Contract
shall be governed by and construed in accordance with the laws of the State of Washington,
without regard to any choice of law principles that would provide for the application of the
laws of another jurisdiction.
20.17 JURISDICTION & VENUE. In the event that any action is brought to enforce any provision of this
Contract, the parties agree to exclusive jurisdiction in Thurston County Superior Court for the
State of Washington and agree that in any such action venue shall lie exclusively at Olympia,
Washington.
20.18 ATTORNEYS' FEES. In the event of litigation or other action brought to enforce this Contract,
each party shall bear its own attorneys' fees and costs.
20.19 FAIR CONSTRUCTION & INTERPRETATION. The provisions of this Contract shall be construed as a
whole according to their common meaning and not strictly for or against any party and
consistent with the provisions contained herein in order to achieve the objectives and
purposes of this Contract. Each party hereto and its counsel has reviewed and revised this
Contract and agrees that the normal rules of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be construed in the interpretation of
this Contract. Each term and provision of this Contract to be performed by either party shall
be construed to be both a covenant and a condition.
20.20 FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Contract, the
parties shall each do whatever may reasonably be necessary to accomplish the transactions
contemplated in this Contract including, without limitation, executing any additional
documents reasonably necessary to effectuate the provisions and purposes of this Contract.
20.21 EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Contract in their
entirety.
20.22 CAPTIONS & HEADINGS. The captions and headings in this Contract are for convenience only and
are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent
of this Contract nor the meaning of any provisions hereof.
20.23 ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Contract or any
other ancillary agreement shall be deemed to have the same legal effect as delivery of an
original executed copy of this Contract or such other ancillary agreement for all purposes.
20.24 COUNTERPARTS. This Contract may be executed in any number of counterparts, each of which
shall be deemed an original and all of which counterparts together shall constitute the same
instrument which may be sufficiently evidenced by one counterpart. Execution of this
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Contract at different times and places by the parties shall not affect the validity thereof so
long as all the parties hereto execute a counterpart of this Contract.
EXECUTED as of the date and year first above written.
STATE OF WASHINGTON
Department of Enterprise Services
By:
TK Elevator Corporation,
a Delaware Corporation
Elena McGrew Tara Whitford
Type Name Type Name
Its: Procurement Manager Its: Area Sales Director
Title Title
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PAGE 31
EXHIBIT A
INCLUDED GOODS/SERVICES
Contractor shall perform equipment Full -Service Maintenance, Preventative Maintenance, testing,
documentation and logging of all service visits, conduct repair services and other service components
(hereafter "Elevator Services") as set forth in the Contract, shall furnish all materials and labor, and
comply with all requirements according to currently adopted codes for the designated elevator, lift,
or escalator equipment (hereafter "Equipment").
DEFINITIONS
"Full -Service Maintenance" shall refer to maintenance of Equipment where the Contractor performs
systematic Preventative Maintenance, examinations, routine examinations, adjustments, testing,
repairs and provides all materials, labor, supervision, diagnostic equipment, laptops, tools, supplies,
weights, fluids, and other maintenance and repair services necessary to ensure regulatory
compliance, prevent malfunctions or shutdowns due to normal wear and tear, to provide for
continuous and safe operation of Equipment, and to prolong the life of all Equipment.
"Preventative Maintenance" shall refer to Contractor performing routine examinations, testing,
adjustments, lubrication, repairs and like -for -like replacement of system component parts, furnishing
all materials, labor, supervision, diagnostic equipment, laptops, tools, supplies, weights, fluids, and
other goods and services necessary to ensure regulatory compliance, to prevent malfunctions or
shutdowns due to normal wear and tear, to provide for continuous and safe operation of Equipment,
and to prolong the life of all Equipment.
SPECIFICATION REQUIREMENTS
1. Equipment Pre -Maintenance Services
Contractor shall perform Equipment Pre -Maintenance Services at the start of a Purchaser's initial
agreement term to ensure the Equipment is in good working order and/or brought into compliance
with current codes and regulations. The Contractor shall make an initial inspection of the Equipment
upon commencement of the Purchaser's agreement and report any deficiencies not previously
identified by the prior Contractor. If any necessary corrections or repairs are identified within thirty
(30) calendar days of the commencement of the Purchaser's agreement, the Contractor shall submit
a T&M proposal using the Contractor's Time and Material rates; however, the Purchaser reserves the
right to solicit offers from, and have corrections, or repairs made by other Contractors.
For Equipment covered under a Full -Service Maintenance, any repairs not identified bythe Contractor
and not reported to the Purchaser within the first thirty (30) calendar days of the commencement of
the Purchaser's agreement, it is held that the Contractor has not found any deficiencies, and all repair
work shall be at the Contractor's expense and shall become the responsibility of the Contractor to
Repair under the Full -Service Preventative Maintenance provision of the Purchaser's agreement.
If Equipment was previously maintained by the same Contractor, any deficiencies identified in the
initial inspection shall become the responsibility of the Contractor to Repair under the Full -Service
Preventative Maintenance provision of the Purchaser's agreement.
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 32
MAINTENANCE, TESTING & REPAIR SERVICES
EXHIBIT A
2. Full Service Maintenance and Plan Frequency
Full Service Maintenance Plan Frequency: Purchaser's Purchaser Order will specify the frequency of
the Full Service Maintenance visits. Purchaser's may request monthly, quarterly, or annual Services
for regularly scheduled services and/or periodic Services, for each type of Equipment within a Region
in accordance with Exhibit 8 — Prices for Goods/Services. Contractor shall provide Purchaser, for its
review and approval, a proposed schedule to perform the Elevator Services. Contractor shall obtain
written authorized from Purchaser for changes to the agreed schedule.
2.1. Preventative Maintenance
Preventative Maintenance includes but is not limited to: a maintenance program for the
Contractor to service all Equipment and associated parts. The work to be performed by the
Contractor under the specifications shall consist of furnishing all material, labor, supervision,
tools, supplies, and other expenses necessary to provide full-service maintenance, including
applicable component adjustments at regular intervals and repair or replace all worn or defective
components where necessary, and replacement of parts as herein specified for all equipment
covered. Contractor shall systematically examine, adjust, lubricate, clean and when conditions
warrant, repair or replace the parts and components and all other mechanical or electrical
equipment, including, but not limited to the following elevator types also known as "Equipment":
A. Passenger Elevator
i. Traction (roped)
• Geared
• Gearless
ii. Hydraulic
• Conventional
• Hole -less
• Roped Hydraulic (hybrid of traction and hydraulic)
iii. Machine Room Less (MRL)
• Traction
• Hydraulic
B. Service/Freight Elevator
i. Traction (roped)
• Geared
• Gearless
ii. Hydraulic
• Conventional
• Hole -less
• Roped Hydraulic (hybrid of traction and hydraulic)
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 33
MAINTENANCE, TESTING & REPAIR SERVICES
Maintenance
Exclusions listed
Rate
in Section 2.10
Full Service Maintenance and Required ASME
Examinations/Tests (Including On-site response and
Included
N/A
Troubleshooting)
Time and Material
Standby Services
Included
(T&M) would apply
Time and Material
Repairs/ Replacements
Included
(T&M) would apply
Full Service Maintenance Plan Frequency: Purchaser's Purchaser Order will specify the frequency of
the Full Service Maintenance visits. Purchaser's may request monthly, quarterly, or annual Services
for regularly scheduled services and/or periodic Services, for each type of Equipment within a Region
in accordance with Exhibit 8 — Prices for Goods/Services. Contractor shall provide Purchaser, for its
review and approval, a proposed schedule to perform the Elevator Services. Contractor shall obtain
written authorized from Purchaser for changes to the agreed schedule.
2.1. Preventative Maintenance
Preventative Maintenance includes but is not limited to: a maintenance program for the
Contractor to service all Equipment and associated parts. The work to be performed by the
Contractor under the specifications shall consist of furnishing all material, labor, supervision,
tools, supplies, and other expenses necessary to provide full-service maintenance, including
applicable component adjustments at regular intervals and repair or replace all worn or defective
components where necessary, and replacement of parts as herein specified for all equipment
covered. Contractor shall systematically examine, adjust, lubricate, clean and when conditions
warrant, repair or replace the parts and components and all other mechanical or electrical
equipment, including, but not limited to the following elevator types also known as "Equipment":
A. Passenger Elevator
i. Traction (roped)
• Geared
• Gearless
ii. Hydraulic
• Conventional
• Hole -less
• Roped Hydraulic (hybrid of traction and hydraulic)
iii. Machine Room Less (MRL)
• Traction
• Hydraulic
B. Service/Freight Elevator
i. Traction (roped)
• Geared
• Gearless
ii. Hydraulic
• Conventional
• Hole -less
• Roped Hydraulic (hybrid of traction and hydraulic)
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 33
MAINTENANCE, TESTING & REPAIR SERVICES
EXHIBIT A
iii. Machine Room Less (MRL)
• Traction
• Hydraulic
C. Escalator
D. Industrial. Typically used in industrial type warehouses.
i. Hoist
ii. Incline
E. Lift
i. Wheelchair Lift
ii. Dumbwaiter
iii. Platform Lift
2.2. Full Service Maintenance Coverage
Contractor shall prepare and submit to Purchaser a detailed Full Service Maintenance schedule
for all Equipment to be serviced within five (5) calendar days after execution of the Purchaser's
Purchase Order. As a minimum, the Equipment shall be examined and maintained in accordance
with currently adopted codes:
A. Contractor shall include the following elements in the preventive maintenance procedures
for the Equipment:
i. Provide operational checks of all Equipment car door safety edges/detectors.
Contractor shall provide documentation of such checking in their machine room
check charts.
ii. Provide check of directional lights, call registered lights and all other Equipment
lighting fixtures.
iii. Furnish and replace all burned out bulbs on each visit.
iv. Maintain pit lighting, car top lighting and hoistway lighting.
B. Contractor shall repair loose cab handrails and maintain fastening bolt tightness, repair
and maintain communication equipment, cabinetry doors, and door hinges.
C. For Geared/Gearless Elevators and according to currently adopted codes, Contractor
shall:
i. Furnish lubricants and all Furnish lubricants and all cleaning supplies selected by
Contractor to meet the manufactures and specific requirements of the equipment.
ii. Regularly and systematically examine, adjust, clean, lubricate as required, and if
conditions warrant, repair, or replace:
• Geared/Gearless hoist machine -including brake, armature fields, brushes,
brush rigging, gear case, gears, bearings, hoist motor and sheaves
• Hoist and governor ropes
• Governor
• Governor pit sheave
• Controllers, selector, starters, dispatcher and relay panels
• All bearings
• All rotating elements
• Contacts, relays and timers
• Resistors and transformers
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 34
MAINTENANCE, TESTING & REPAIR SERVICES
EXHIBIT A
• Solid-state devices and all sub -components including batteries and backup
batteries
• In -car emergency lighting
• Traveling cables
• Firefighter's service equipment
• Automatic power door operators, landing and car door hangers, landing and
car door contacts, door protective devices, hoistway door interlocks, bottom
door guides
• Interlocks and door closers/closures
• Car buffers
• Car exhaust fan
• Car -top inspection station
• Limit and slowdown switches
• Door protective devices and alarm bells
• Car and corridor operating pushbuttons
• Load weighing equipment
• All hall lanterns, car position and hall position indicators, lobby control panels,
car operating panels, and all other signal and accessory facilities furnished
and installed as a part of the whole equipment
• Car and counterweight roller guides
• Batteries
• Communication devices
D. For Hydraulic Elevators, Wheelchair Lifts, and Platform Lifts and according to
currently adopted codes, Contractor shall:
i. Furnish lubricants and all cleaning supplies selected by Contractor to meet the
manufactures and specific requirements of the equipment.
ii. Regularly and systematically examine, adjust, clean, lubricate as required, and
if conditions warrant, repair, or replace:
• Hydraulic pumps and associated plumbing
• Hydraulic cylinder (part that is not in the ground), plunger, packing and
packing head
• Hydraulic fluid and piping, unless the piping is underground
• Seismic valve and pit shut off valve
• Hydraulic oil line couplings
• All exposed hydraulic oil lines, brackets and stands
• Controllers, starters, selector and relay panels
• Pump motors
• All bearings
• All rotating elements
• Contacts, relays and timers
• Resistors and transformers
• Solid-state devices
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 35
MAINTENANCE, TESTING & REPAIR SERVICES
EXHIBIT A
• In -car emergency lighting
• Firefighter's service equipment
• Automatic power door operators, landing and car door hangers, landing and
car door contacts, door protective devices, hoistway door interlocks, bottom
door guides, door closures, slide guides and rails
• Interlocks
• Car buffers
• Limit and slowdown switches
• Door protective devices and alarm bells
• Car and corridor operating pushbuttons
• Load weighing equipment
• All hall lanterns, car position and hall position indicators, lobby control panels,
car operating panels, and all other signal and accessory facilities furnished
and installed as a part of the whole equipment
• Electrical Traveling Cables
• Batteries
• Communication devices
E. For Escalators and according to currently adopted codes, Contractor shall:
i. Furnish lubricants selected by Contractor to meet the manufactures and
specific requirements of the equipment.
ii. Regularly and systematically examine, adjust, clean, lubricate as required, and
if conditions warrant, repair, or replace:
• Machine, worm, gear, external gearing, drive chain, thrust bearing, main
bearings, and brake assembly, coil, linings and component parts
• Motor, motor windings, rotating elements and bearings. Contractor is
obligated to remove and properly dispose any waste, oil, and hazardous
materials in accordance to local, state and federal requirements
• Controller, all relays, contacts, coils, resistance for operating and motor
circuits, operating transformers, and operating rectifiers
• Handrail, handrail drive chains, handrail brush guards, handrail guide rollers,
alignment devices, steps, step tread, step wheels, step chains, step axle
bushings, comb plates, floor plates and tracks
• Upper drive, upper drive bearings, tension sprocket bearings, upper newel
bearings and lower newel bearings
• All balustrade, deck, skirt, skirt brushes and trim fastenings (screws, clips, etc.)
• Under step lighting
• All safety devices, including but not limited to, skirt switches, emergency stop
switches, handrail switches, stop switches, broken chain switches, step out of
position switches, missing step detectors, step up -thrust safety switches, and
etc.
• Maintain all accessory equipment, and if conditions warrant, repair or replace
the following escalator components: escalator power unit, controller parts,
electrical switches, wiring, bearing, governors and brakes, step and chain
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 36
MAINTENANCE, TESTING & REPAIR SERVICES
EXHIBIT A
wheels, chains and sprockets, steps and step treads, comb plates, safety
device handrails.
F. For Oil Changes recommended by Contractor during the Equipment Pre -
Maintenance Services time frame in Section 1 above or upon Purchaser's request
to change oil despite Contractor's test showing passing, Contractor:
i. Provide the Purchaser with the following:
• Age of Equipment
• Date of last complete oil change
• Approximate number of hours Equipment was used since last complete oil
change
• Manufacture's recommended oil change for specific Equipment
• Equipment Model and Type
• What signs and/or symptom Equipment is showing an oil change is required
• Provide a copy of the oil analysis testing results
• Provide current pictures to Purchaser
• Provide estimate/quote on costs and anticipated time Equipment will be out
of service
ii. Purchaser shall issue a Purchaser Order if approved to proceed.
iii. Contractor shall provide pictures to Purchaser after complete oil change.
2.3. Full Service Maintenance — Other Requirements
A. Contractor must repair the elevator regardless of the reason for the shutdown and it is
included in the preventative maintenance section and this is not a billable service and
shall not be excused from equipment shut downs allegedly caused by "faulty or dirty"
building incoming electrical power unless Contractor provides the fault log or
documentation showing there was a power failure or power outage resulting in
Equipment shut -down on date of service call.
B. Contractor shall inspect of hoistway, pit equipment, cartop, machine rooms, and interiors
as part of scheduled preventive maintenance at no additional expense to Purchaser.
C. Any and all remote monitoring equipment and on-going service shall be at the
Contractor's total expense.
D. Contractor shall assign an Elevator Technician to assist with heat and/or smoke detector
testing in the hoistway (fire system testing), emergency generator tests.
E. Contractor shall post the standard Preventive Maintenance schedule/chart and a
Preventative Maintenance Log in the Equipment machine rooms and any designated
areas. The Preventative Maintenance Log shall include all entries for routine and non-
routine maintenance, and repairs. Entries shall include date Full Service Maintenance is
complete, Elevator Technician or supervisor's name, brief description of Full Service
Maintenance completed and the approximate time required for Full Service
Maintenance. Contractor shall post the standard Preventive Maintenance schedule/chart
and a Preventative Maintenance Log in the Equipment machine rooms and any
designated areas. The Preventative Maintenance Log shall include all entries for routine
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 37
MAINTENANCE, TESTING & REPAIR SERVICES
EXHIBIT A
and non -routine maintenance, and repairs. Entries shall include date Full Service
Maintenance is complete, Elevator Technician or supervisor's name, brief description of
Full Service Maintenance completed and the approximate time required for Full Service
Maintenance. The Preventative Maintenance Log and Full Service Maintenance
schedule/chart shall be maintained for Purchaser's review and examination at any time.
Purchaser may copy the Full Service Maintenance Log and Full Service Maintenance
schedule/chart at any time. The log book will be made available to the Contractor at all
times, including times when no designated Purchaser's personnel is/are present.
Contractor shall provide Purchaser with a schedule, in either written or electronic form,
(as preferred by Purchaser) of when Equipment will be taken out of service for Full Service
Maintenance. Purchaser must approve any changes to this schedule in writing.
F. Contractor shall maintain one (1) complete set of wiring diagrams showing "as built"
conditions with any changes or modifications to circuits resulting from control
modifications, parts replacement or Equipment up -grade in each machine room as
required by Labor and Industries and the Elevator Technicians to utilize when
troubleshooting/testing/etc. When any modifications are made to diagrams, the
modified drawings must be made. the original changes shall be maintained in the
Equipment machine room. Purchaser retains sole possession of these wiring diagrams.
Wiring diagrams shall be kept legible, neat, and orderly fashion in each machine room.
G. Purchaser will provide wiring diagrams, if available. If Purchaser does not provide the
wiring diagrams, Contractor shall work with Purchaser to provide the diagrams, at
Purchaser's expense.
H. Contractor shall be responsible for maintaining exterior of the machinery, and other parts
of the Equipment, properly painted, identified, and presentable at all times.
I. Contractor shall provide a lockable metal- parts cabinet in each Equipment machine room
to store parts and materials like rags, fluids, etc. Contractor shall coordinate purchase
and/or installation for purchase of the correct cabinet that is allowed in the elevator
machine room with Purchaser, as needed. Contractor shall supply materials and supplies
at the Contractor's cost plus for replacement parts from Exhibit8 — Prices for
Goods/Services sheet.
J. Contractor shall be required to provide a member of their supervisory personnel,
regularly engaged in examinations and supervision, to visit Purchaser's site at least
annually to observe the quality of Maintenance and to make certain that the quality of
Maintenance meets the specified and intended standards. The Supervisor shall schedule
each visit with Purchaser. Purchaser may provide a member of their staff to accompany
the Contractor during the on-site review of the Equipment machine rooms and
equipment. Examinations and supervision by Contractor shall be at no cost to Purchaser.
Contractor shall provide a written report of the results of this examination to the
Purchaser's within fourteen (14) calendar days of the on-site examination Contractor
must repair the elevator regardless of the reason for the shutdown and it is included in
the preventative maintenance section and this is not a billable service and shall not be
excused from equipment shut downs allegedly caused by "faulty or dirty" building
incoming electrical power unless Contractor provides the fault log or documentation
showing there was a power failure or power outage resulting in Equipment shut -down on
date of service call.
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 38
MAINTENANCE, TESTING & REPAIR SERVICES
EXHIBIT A
2.4. General Equipment Services Requirements
A. Equipment Services shall be conducted in a manner consistent with Purchaser's intent to
provide uninterrupted service. The Equipment must provide reliable and safe
transportation on a continuous basis, twenty-four (24) hours a day, seven (7) days a week,
three hundred sixty-five (365) days per year. Having the Elevator Equipment running at
all times is extremely important especially for public facing entities that provide essential
services.
B. Contractor shall notify Purchaser if Equipment Services will generate excessive noise and
shall schedule such Equipment Services with Purchaser in advance.
C. Overtime Elevator Services required or requested shall be scheduled and approved with
the Purchaser in advance. Contractor needs to request whether the Purchaser wishes to
pay for overtime, as in some cases, the Elevator Equipment may not need to be repaired
after 6pm and can wait until the next day.
D. All records and documents pertaining to the Equipment provided to Contractor by
Purchaser shall be kept current and in good condition and shall be returned to Purchaser
upon demand or upon termination the Purchaser's Purchase Order.
E. Contractor shall Purchaser, prior to commencement of Equipment Services, with Safety
Data Sheets (hereafter "SDS") for products Contractor intends to employ under the
Purchaser's Purchase Order.
F. Contractor will provide their own appropriate service manuals, adjusting manuals, and
technical manuals for all Equipment for use by the Contractor during the term of the
contract.
G. Removal of Equipment from service shall be scheduled with Purchaser. Contractor shall
notify Purchaser before any Equipment is removed from service and when such
Equipment is placed back in normal service. Emphasis shall be placed on keeping the
Equipment operating during the day. Contractor's Elevator Technician shall document and
record in the MCP, the Purchaser's employee who was notified and approved the removal
of Equipment.
H. Downtime notification is required according to the following schedule:
i. Emergency Shut Down. Purchaser isto be notified immediately by phone, cell phone,
or radio of emergency repairs or safety issues at time of detection. At minimum, a
voice -mail and email message is required.
ii. Short Shut Down. Purchaser is to be informed in writing (e-mail acceptable) at least
three (3) business days business days in advance when Equipment will be taken down
for more than two (2) hours for non -emergency service/repair.
iii. Major Shut Down. Purchaser is to be informed in writing (e-mail acceptable) one (1)
week in advance when an unit will be taken down for more than one (1) day for non-
emergency service/repair.
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 39
MAINTENANCE, TESTING & REPAIR SERVICES
EXHIBIT A
Contractor shall immediately shut down and remove the Equipment from service when it
appears to Contractor to be unsafe or operating in a manner which might cause injury to
anyone using said Equipment. Contractor shall provide Purchaser written notice of such
action immediately, stating the reason the Equipment was placed out of service and
corrective measures required to place the Equipment in service. Written notice shall be
provided to Purchaser before Contractor's Elevator Technician leaves the jobsite.
Contractor shall provide Purchaser with the names of Elevator Technician Mechanic,
Elevator Technician Mechanic In Charge, and Apprentices ("Elevator Technicians") that will
be performing the Equipment Services at least five (5) business days after Purchaser's
Purchase Order start date. All Contractor's Elevator Technicians that perform may be
required to pass a background and security check, provide fingerprinting forms, and
complete security awareness training before performing Equipment Services. If there is a
change in the Elevator Technician assigned to Purchaser, Contractor's supervisory staff
must notify Purchaser prior to the replacement Elevator Technician's first visit.
K. Purchaser reserves the right to request Contractor to replace any or all Elevator
Technicians assigned to its buildings if it deems they are not performing in a satisfactory
manner, or such personnel who refuse to comply with Purchaser's policies and guidelines.
L. Contractor's Elevator Technicians shall wear clean, neat, well-maintained uniforms
identifying them as employees of Contractor for ease of identification by Purchaser.
M. Contractor's arrival and upon completion of Equipment Services or any time Contractor's
Elevator Technician leaves the jobsite, Contractor shall inform Purchaser.
N. Contractor shall be solely responsible for all means, methods, techniques, sequences, and
procedures of the Equipment Services at no extra cost to Purchaser.
O. Contractor shall follow L and I's requirements for "Lock out Tag Out" regulations and
procedures. I Lock Out -Tag Out.
P. Contractor shall maintain the entire Equipment system in a clean manner at all times.
Contractor shall furnish a fireproof metal trash container in each machine room.
coordinate purchase with Purchaser the correct trash container is allowed in the elevator
machine room with Purchaser., as needed. Contractor shall supply materials and supplies
at the Contractor's cost plus for replacement parts from Exhibit8 — Prices for
Goods/Services sheet. Contractor shall insure that all areas are clean and salvaged
materials or scraps are removed before leaving jobsite. This includes but is not limited
to: Removal of oily rags, removal of dirt, grease, and lint, maintaining the exterior of all
Equipment free of lint, dirt, oil, grease, clean all machine room equipment including:
floors, controller/selector, car top, hoistway door track, hanger, interlock, header, strut,
hoistway side of sills, underside of car platform, car guides, car door operator, track,
hangers, inside area of header, crosshead, guide rail/bracket, fascia, dust cover, pit and
inside car station, hall station, lantern, and lobby panel. The cleaning must be to a
minimum of Equipment industry standards and shall be to the full satisfaction of
Purchaser. If Purchaser decides the cleaning level is below Purchaser's standards,
Purchaser has the option of performing necessary clean-up actions or bringing in another
contractor to do so, with prior notice provided to Contractor, if the Contactor fails to
rectify any deficiencies within the specified timeframe. All costs of the cleaning by
another contractor or by Purchaser shall be reimbursed by the Contractor. Contractor
will be fully responsible for removal and disposal of all oils, greases, solvents and soiled
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 40
MAINTENANCE, TESTING & REPAIR SERVICES
EXHIBIT A
cleaning cloths/rags that are used in performing the Equipment Services. All material will
be disposed of in accordance with all applicable present or future City, State and Federal
Laws and Regulations.
Q. Contractor shall maintain at all times the original Equipment speed in feet per minute.
Perform all adjustments required to maintain the proper door opening and closing time,
within limits of applicable codes. Check the operating system for each unit to ensure that
unit is kept operating continuously and make necessary tests and corrections to ensure all
circuits are correct and time settings are properly adjusted.
R. Contractor shall maintain the following minimum Equipment performance requirements.
If Contractor is not able to locate written documentation for the last speed test, Contractor
shall include the Equipment performance requirements below in Section 1, Equipment
Pre -Maintenance Services above during the initial pre -maintenance service visit.
i. Speed:
+/- 3% in both directions under all loading conditions for all geared/gearless
elevators.
+/-10% in both directions under all loading conditions for hydraulic elevators.
ii. Door closing time:
• Measured from start of door closing until the hoistway doors are fully closed, will be
the maximum permitted by Code.
iii. Door dwell time.
• As permitted by The Americans with Disability Act, as now or hereafter amended.
iv. Floor leveling accuracy.
• As required by code.
In accomplishing the above requirements, Contractor shall maintain a comfortable
elevator ride with smooth acceleration, retardation and a soft stop. Door operation shall
be quiet and positive with smooth checking at the extremes of travel.
S. Contractor shall not be responsible, unless directed by Purchaser in which costs shall be
incurred by the Purchaser, for replacing equipment to meet changes in code requirements
as may be recommended and/or directed by insurance companies, Federal, State,
Municipal or other Governmental authorities. Should a full replacement of an elevator,
escalator, chair lift and/or platform lift be required, Purchasing may facilitate a public
works project. The successful Contractor may be responsible for the maintenance of the
elevator, escalator, chair lift and/or platform list and its associated equipment and parts in
accordance with the manufacturer's warranty (typically one (1) year). At the conclusion of
the warranty period, in accordance with the contents, the Full Service Maintenance,
Contractor shall resume all maintenance activities associated with the maintaining the
replaced elevator, escalator, chair lift and/or platform lift.
T. Contractor shall not be responsible, unless directed by Purchaser in which costs shall be
incurred by the Purchaser, for replacing equipment to meet changes in code requirements
as may be recommended and/or directed by insurance companies, Federal, State,
Municipal or other Governmental authorities. Should a full replacement of an elevator,
escalator, chair lift and/or platform lift be required, Purchasing may facilitate a public
works project. The successful Contractor may be responsible for the maintenance of the
elevator, escalator, chair lift and/or platform list and its associated equipment and parts in
accordance with the manufacturer's warranty (typically one (1) year). At the conclusion of
the warranty period, in accordance with the contents, the Full Service Maintenance,
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 41
MAINTENANCE, TESTING & REPAIR SERVICES
EXHIBIT A
Contractor shall resume all maintenance activities associated with the maintaining the
replaced elevator, escalator, chair lift and/or platform lift.
U. Contractor shall be responsible for giving immediate notice to the designated Purchaser of
any condition, which the Contractor's employees discovers, that may present a hazard to
either the Equipment or passengers.
V. Contractor shall be responsible for keeping the exterior of the Equipment, machinery and
other parts of the equipment subject to rust, painted with heat resistant enamel and
presentable at all times. The motor windings shall be treated as needed with proper
insulating compound as recommended by the motor manufacturer. Cleaning and re-
finishing of the interior of the cars and exterior of hoist way door frames, if requested by
Purchaser, shall be a Time & Material rate via a purchaser order.
W. Contractor shall maintain all Equipment in hoistways, pits, machine rooms, and assigned
elevator. Contractor shall maintain the work space in a clean, orderly condition, free of
dirt, dust and debris; pits and machine spaces shall be kept dry and clean.
2.5. Full Service Maintenance Additional Requirements
Full Service Maintenance shall be performed during normal business hours and charged at a
regular hourly rate, unless otherwise requested and approved by the Purchaser in advance.
Normal business hours shall mean 6 am to 6 pm, Monday through Friday with the exception of
holidays as stipulated bythe International Union of Elevator Constructors' local labor agreement.
A. Outside of normal business hours, the Purchaser shall call Contractor through its normal
business telephone numbers. Contractor shall provide a reliable means of communication
between Contractor's local office and the lead Elevator Technician.
B. Working hours and unscheduled delays. There may be situations that require the
Contractor to work other than normal hours and to suspend, postpone, or reschedule
work. These situations are normal for large institutional purchasers on this contract.
When the Contractor's access to a work area conflicts with a Purchaser's operational
requirement, Contractor shall reschedule the work to minimize the disruption; this may
require performing the work at times other than normal duty hours. Schedule delays
imposed by the Purchaser must be communicated in advance to the Contractor.
Purchaser will pay T&M if Contractor arrives to perform scheduled maintenance and is
prevented from performing their duties due to the Purchaser. Elevator Services
performed outside normal working hours shall be billed at the Overtime Rate.
2.6. Maintenance Control Program (MCP)
Contractor shall provide Maintenance Control Program (MCP) that are standardized and
contains at a minimum the details on the L&I MCP document below
• Hydraulic: Maintenance Control Program Documentation & Records Hydraulic
Elevators (F621-123-000) (wa.gov)
• Electric: Maintenance Control Program Documentation & Records Electric Elevators
(F621-122-000) (wa.gov)
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 42
MAINTENANCE, TESTING & REPAIR SERVICES
EXHIBIT A
Contactor shall provide and complete a Purchaser's Maintenance Control Plan (hereafter
"MCP"), for the Equipment according to currently adopted codes. The MCP shall at a minimum
include examinations, Full Service Maintenance, and tests of Equipment at scheduled intervals
in order to ensure that the installation conforms to the requirements of ASME A17.1/CSA B44
Section 8.6 and according to currently adopted codes. The MCP shall also include procedures
for tests, periodic checkups, preventative maintenance, replacements, adjustments, and repairs
for all SIL rated E/E/PES electrical protective devices and circuits and identify where unique or
product -specific procedures or methods are required, to examinations or test Equipment.
A. The MCP procedures and intervals may also be based on the Purchaser's requirements
as well as:
i. Equipment age, condition, and accumulated wear
ii. Design and inherent quality of the Equipment
iii. Usage
iv. Environmental conditions
The Manufacturer's recommendations for any SIL rated devices or circuits:
• The instructions for locating the MCP shall be provided in or on the controller along
with instructions on how to report any corrective action that might be necessary to
Purchaser.
• MCP shall be located in the elevator machine rooms and shall be in full document
compliance with ASME and according to currently adopted codes. MCP documents
shall be filled out in full and completely maintained and updated by Contractor's
Elevator Technicians.
2.7. Service Tickets
A. After each Equipment service call and regularly scheduled Full Service Maintenance, a
legible ticket will be completed indicating the date of Equipment services, location,
description and condition of Equipment being Serviced, Equipment services performed,
parts replaced, total hours on the job and the Elevator Technician performing the
Equipment Service. In the case of an Equipment shutdown or repair, the Service ticket
will describe the cause of the Equipment failure and the action taken to correct the failure.
Upon Purchaser's request, Contractor shall provide a report of all Service tickets.
Contractor shall send or email Purchaser copies of all tickets, callback logs, extra billing,
test reports, and repairs for a specified time period. Contractor will, upon request, provide
Purchaser with written recommendations to minimize callbacks based on the analysis of
the callback trends.
B. All Service tickets shall be left with or completed electronically and emailed to the
Purchaser or available via online portal after all visits. Copies of Service tickets shall be
included with Contractor invoices.
2.8. Callbacks
For all items noted in Section 2.2, Full Service Maintenance Coverage that requires maintenance
or repairs outside of the Contractor's scheduled onsite full service maintenance visit, shall
continue to be considered a full service maintenance item to be maintained or repaired at no
additional expense to Purchaser.
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2.9. Contractor and Purchaser Meetings
When requested by the Purchaser, monthly or quarterly meetings as scheduled by the Purchaser,
held at the Purchaser's location or held virtual or by telephone with the Contractor's primary site
Elevator Technician and/or Contractor's primary invoicing point of contact and Contractors'
escalation point of contacts for the following purposes.
• Review job progress, past performance, outstanding deficiencies, outstanding T&M
work, quality of work, and approval and delivery of materials.
• Identify and resolve problems that impede planned progress.
• Coordinate the efforts of all concerned so that progresses on schedule to on time
completion.
• Maintain a sound working relationship between the Contractor and the Purchaser, and
a mutual understanding of the requirements.
• Resolve any invoicing and payment issues, or other pending concern or issue.
2.10. Full Service Maintenance Exclusions
The only circumstance where the Contractor shall not be obligated under this agreement to
repair damage at no additional cost is where such damage was caused by fire or force majeure,
except that which is caused by the Contractor or by the willful destruction of the equipment by
the Purchaser, clients, employees, or visitors. With respect to repair for which the Contractor is
not obligated under this section, the Purchaser will pay at Contractor's time and material rates
for any Purchaser approved Time and Material (T&M) Proposals. Repairs not included in the Full
Service Maintenance may be corrected by Contractor with prior written estimate from
Contractor and with Purchaser issued Purchaser Order. All material required for the below -
mentioned repairs will be paid on either a time and material (T&M) or not -to exceed basis as
defined in the Contractor's proposal. The Contractor will be paid only for repairs that Purchaser
issued a Purchase Order and actually required.
Examples of these are the following: Refinishing, repairing or replacing car enclosures, hoistway,
enclosure, hoistway door panels, frames, and sills, and all power supply panels and feeders. Cost
of repairs, replacements, or removal necessitated by any cause, other than ordinary wear, which
is occasioned by negligence shall be determined by the Purchaser. Any repairs that are not the
Contractor's responsibility in accordance with the Full Service Maintenance Service or Equipment
Repair Services detailed below.
• Door knocked off the tracks/broken gibs
• Elevator left on independent, fire, attendant or emergency service
• Car door detector out of adjustment from doors being hit
• Elevator turned off inside the car and the door pulled shut, unless there is an actual
elevator problem that is included in their Contract
Car enclosure, including removable panels, door panels, car doors, suspended ceilings,
handrails, car finish and flooring coverings, hoistway enclosures, hoistway entrance
frames, sills, signal fixture faceplates, fire recall initiation devices, cleaning of car
interior or underground hydraulic piping and the underground part of the hydraulic
cylinder
• Any premaintenance repairs
• Elevator Services responses due to power outages, seismic, activity and/or nudging
• Force Majeure (elaborate; ie power bumps)
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• Vandalism
• Miss -use
3. Equipment Testing and Audit Services
Contractor shall conduct any tests required by the State of Washington Elevator Inspector, by ASME safety
code(s) for Equipment, and according to currently adopted codes and/or by any other governing or code
agency. Contractor may also be requested to audit the Equipment and provide recommendations with
no additional charges to the Purchaser under the Full Service Maintenance plan.
A. Contractor shall conduct the following tests, and any other tests required by the State of
Washington, Federal or any other Governing or Code Agency.
B. Tests include (however not limited to) and shall be performed at no additional costs as all tests shall
be included in the Full Service Maintenance plan.
i. Category 1 (also known as Cat 1) Testing performed every year;
ii. Category 2 (also known as Cat 2) Testing performed every two (2) years;
iii. Category 5 (also known as Cat 5) Testing performed every five (5) years
C. All testing will be completed BEFORE the date that it is due. Equipment services shall include, but
not be limited to:
i. Contractor shall provide examinations and testing of the Firefighter's Service -Phase I and
Phase 11 and standby power operation, if installed as required by Authority Having
Jurisdiction (AHJ). Unless approved by the Purchaser, any additional cost to complete the
above examinations and testing shall be the responsibility of Contractor. Contractor shall
maintain an up-to-date log of Firefighter's Service testing in the machine rooms and submit
the results to Purchaser's authorized representative. Firefighter's Service testing shall be
entered and recorded on a form supplied by Contractor and/or as required by the State of
Washington, or both.
ii. Provide all testing as required by the State of Washington Elevator Inspector and required
by the ASME A17.1 Safety Code and according to currently adopted codes for Equipment
during normal elevator industry business hours, unless requested by the Purchaser. Elevator
Services performed outside normal working hours shall be billed at the Overtime rates.
iii. Conducting tests as required by ASME A17.1, for Phase I and Phase 11 key switch testing
and/or installations on Firefighters' Emergency Service Control System.
D. Contractor shall check the dispatching systems and make necessary tests and adjustments to ensure
that all circuits and time settings are properly adjusted, and all systems are performing as designed
and installed. Contractor shall submit a written report of these results to Purchaser.
E. Purchaser shall submit to Contractor all specifications which the Equipment is required to meet prior
to Contractor performing the testing, including previous testing results if such tests have been
performed in the past.
F. Written test reports shall be submitted to Purchaser within 10 calendar days of actual testing.
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EXHIBIT A
G. Purchaser shall receive fourteen (14) calendar days prior written notification of all tests so that an
authorized representative of Purchaser may witness said tests. Safety precautions are understood
to be of highest priority. Care will be taken to safeguard all surrounding building property during
the testing. If during the testing, the actual testing fails the prescribed testing requirements in the
current codes and/or ASME A17.1 and re -testing is required, Contractor shall pay all costs of
Purchaser's representative to witness re -testing only if the failure of the test was due to the
Contractor's acts, actions, omissions, negligence, or errors informing Purchaser of re -testing date.
(Some tests require coordinating other Contractors that the Purchaser's pay for their time. For
example, a shunt trip testing is one that requires electricians, elevator vendor and the fire system
Contractors).
H. Contractor shall audit the equipment as requested by Purchaser. The audit report will include
recommendations for improvements and estimates of cost for labor and materials to complete the
suggested improvements. Purchaser's Equipment can be audited for:
i. Code Compliance. Evaluate current Code compliance of all Equipment. Monitor industry
and Code developments and provide Purchaser with warning of anticipated Code changes to
take effect during the fiscal year following the audit report. Recommend corrections, which
should be made in the fiscal year following the audit report.
ii. Equipment Performance. Audit performance of all Equipment against its original
parameters or specifications. Recommend corrections, which should be made in the fiscal
year following the audit report.
iii. Equipment Aesthetics. Audit the physical condition and appearance of the Equipment
visible to users and recommend upgrades, which should be considered to keep the
Equipment appealing to users and current with building standards for colors and decoration
schemes.
I. Should a component fail during testing, Contractor shall be responsible to replace or repairthe items
necessary to return the Equipment to normal operation with no additional charges to the Purchaser
under the Full Service Maintenance plan unless component is included in the exceptions and in this
case when re -testing is required, re -testing will fall under the T&M charges.
J. Contractor shall assign an Elevator Technician to assist with heat and/or smoke detector testing in
the hoistway including however not limited to fire system testing, and shunt trip / emergency
generator tests at no additional cost to Purchaser.
Purchaser reserves the right to make examinations and tests at their expense, when deemed
necessary to ascertain that the Equipment Service requirements of the Purchaser's agreement
are being fulfilled. If the examination identifies that Contractor is not compliant with the
applicable Equipment Service requirements of this Contract, Purchaser will promptly notify
Contractor in writing of the deficiencies identified. Contractor shall reimburse Purchaser for the
cost of conducting the inspection and resolve all deficiencies at Contractor's total expense within
fifteen (15) calendar days of written notification. Fees for re -inspection due to Contractor's failure
to eliminate deficiencies in Equipment Services and Purchaser's Purchase Order shall be
reimbursed by Contractor.
4. Equipment Repair Services
Except as specified in Section 2.10, Contractor shall make (or cause to be made) all repairs made necessary
for any reason during the term of the contract. Prior to any repairs being made by the Contractor not
covered under the Contract, Contractor shall submit a written proposal to the Purchaser and obtain a
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Purchaser Order to proceed. Contractor shall supply materials and supplies at the Contractor's cost plus
for replacement/refurbished parts from Exhibit 8 — Prices for Goods/Services. Contractor shall bill labor
at the regular hourly rate from Exhibit 8 — Prices forGoods/Services. On completion of all approved and
authorized repair work, Contractor shall submit to the Purchaser for payment an invoice detailing the
nature of the work performed and related charges. The repair billing rate shall be set forth in Exhibit 8 —
Prices for Goods/Services sheet.
A. In the event the Equipment fails to operate properly, Purchaser will notify Contractor by telephone
and request immediate repair. Contractor shall provide twenty-four (24) hours a day, seven (7)
days a week telephone service, at no additional cost to the Purchaser. Contractor shall provide a
list of cellular phone numbers for emergency contact in the event the answering service is
ineffective. Contractor's management contract list shall be submitted to Purchaser within five (5)
business days of Purchaser's Purchase Order start date.
B. In the event the Equipment fails to operate properly, Purchaser will notify Contractor by telephone
and request immediate repair. Contractor shall provide twenty-four (24) hours a day, seven (7)
days a week telephone service, at no additional cost to the Purchaser. Contractor shall provide a
list of cellular phone numbers for emergency contact in the event the answering service is
ineffective. Contractor's management contract list shall be submitted to Purchaser within five (5)
business days of Purchaser's Purchase Order start date.
C. If any Equipment is shut down for more than ten (10) continuous business days after notification
of a failure (except for pre -scheduled or major Equipment repairs) the monthly Full Service
Maintenance unit billing, if applicable, shall be suspended until the individual Equipment is
restored to service.
D. If a safety or potential safety problem exists, Contractor shall immediately correct the problem.
Contractor shall notify Purchaser verbally before the Contractor leaves Purchaser's facility,
followed up with Contractor's written report to Purchaser stating the condition of the unit.
Written notification of corrective measures undertaken shall be provided to Purchaser, in writing,
as soon as possible, however must be within five (5) business day.
E. In case of an Equipment accident, Purchaser shall immediately notify Contractor. The unit will not
be placed in operation until an investigation is performed by Purchaser's Representative and/or
the Washington Labor and Industries Equipment Inspector if the following conditions occur:
L A person has been injured and requires first aid treatment.
ii. The unit is not safe to place in normal operating service because of obvious mechanical
and/or electrical condition.
iii. There is a concern by the Contractor or Purchaser as to the possible continued malfunction
if placed in service.
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EXHIBIT A
F. Labor and Industries (L&I) Inspection Finding Report and Correction Notice ("L&I Report").
Purchaser shall forward a copy of the L&I Report notifying the Contractor of the L&I inspection
findings report and list of corrections. Contractor shall provide Purchaser that date the Elevator
Technician is scheduled to make the required L&I correction(s) within two (2) business days of
notice from Purchaser. Contractor shall schedule Elevator Technician(s) to make the required
corrections. The Contractor is responsible for addressing all Contractor applicable repairs to
comply with L& I inspection report.
G. Labor and Industries (L&I) Inspection Finding Report and Correction Notice ("L&I Report").
Purchaser shall forward a copy of the L&I Report notifying the Contractor of the L&I inspection
findings report and list of corrections. Contractor shall provide Purchaser that date the Elevator
Technician is scheduled to make the required L&I correction(s) within two (2) business days of
notice from Purchaser. Contractor shall schedule Elevator Technician(s) to make the required
corrections. The Contractor is responsible for addressing all Contractor applicable repairs to
comply with L& I inspection report.
i. If the Contractor does not complete the repairs within the timeframe provided by L&I,
Contractor shall keep the Purchaser updated on the status of the repair at least every five
(5) business days and provide a credit to Purchaser the amount of the L&I fine paid by
Purchaser due to the Contractor's late correction.
ii. If Purchaser does not promptly notify Contractor of L&I Inspection Finding Report within two
(2) business days of receipt of L&I inspection report, Contractor will not be responsible to
reimburse any fines.
H. When corrective action is found to be the responsibility of the Contractor, Contractor shall
proceed immediately to make replacements, repairs, and corrections. If Contractor fails to
perform the Equipment Services required by the terms of the Purchaser's agreement , Purchaser
may, after five (5) calendar days written notice to Contractor, perform or cause to be performed
all or part of the Equipment services required thereunder. Contractor shall reimburse or provide
a credit to Purchaser for any expense incurred therefore or Purchaser, at its election, may deduct
the amount from any sum owed or to be owed Contractor. When such corrective action is
determined not to be the Contractor's responsibility, a written report, including a cost estimate
to remedy the deficiency, shall be provided to Purchaser by within twenty-four (24) hours not to
exceed seventy-two (72) hours for further action by Purchaser. If the Purchaser elects to have
the Contractor perform these services, Purchaser shall issue a separate Purchase Order
beforehand. If a safety problem is noted, which is not within the Contractor's area of
responsibility or expertise, written notice of such problem shall immediately be furnished to
Purchaser by the Contractor.
S. Elevator Emergency Services
A. Emergency Service Request is defined as an entrapment or requests for immediate service in
situations that are a threat to life or limb and have potential for injury, entrapment, or serious
damage to property or Equipment. Purchaser will notify Contractor of a situation, and by mutual
agreement Contractor will immediately dispatch an Elevator Technician Mechanic.
B. In the event a passenger is trapped in stalled Equipment, the procedures specified in the ASME
A17.4, or 'Guide for Emergency Evacuation of Passengers from Elevators' or according to currently
adopted codes shall be followed.
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EXHIBIT A
C. Contractor shall within sixty (60) minutes (or otherwise specified timeframe as negotiated upon
execution of the maintenance agreement) after receipt of Purchaser's request for any Emergency
Service Request of the Equipment have a discussion with the Purchaser. After discussion with the
Contractor, the Purchaser may elect to have the Contractor report for the Emergency Service
Request to the site the next business day.
D. The Contractor's time to appear On-site, investigate and troubleshoot the reason for the
emergency service is included in the Contractor's Full Service Maintenance Rate. The Contractor
may only invoice for Time and Material (T&M) (Section 7), to make repairs resulting from Callback
service under the following condition:
i. The Equipment is covered under a Full -Service Maintenance plan and the work performed is
not the responsibility of the Contractor (e.g., Repairs for vandalism, fire, force majeure, or
by the willful destruction of the equipment by the Purchaser, clients, employees, or visitors.
E. If any Equipment experiences a repeat call within a seven (7) calendar day period, the Purchaser
may request another Elevator Technician to assist the regular Elevator Technician at no additional
cost to the Purchaser. Should the same call for service reoccur within a seven (7) -day period after
the arrival of an additional Elevator Technician, the Contractor shall escalate the matter and
dispatch an Elevator Technician In Charge along with any diagnostic equipment necessary to
determine the root cause of the problem at no additional cost to the Purchaser.
6. Equipment Standby Services
The Contractor, when requested and authorized by the Purchaser, shall provide standby Equipment
services. When an Elevator Technician is required to open, standby, and close the Equipment for work
not required to be done by an Elevator Technician, Contractor shall provide Equipment Standby Services
when requested by Purchaser. Examples of Equipment standby services may include but are not limited
to: Equipment with a glass enclosure/hoistway and the interior of it needs to be cleaned, winterizes
Equipment, or when a Purchaser requests their contracted Contractor to provide an Elevator Technician
on standby, etc.
A. Purchaser requesting Equipment Standby Services shall provide Contractor with the following
information:
i. Specific scope of work including estimated date and estimated hours.
B. Contractor shall provide an estimate/ quote based on Purchaser's information:
i. Amount of hours by each type of Elevator Technician (Mechanic In Charge vs. Mechanic vs.
Apprentice)
ii. Purchaser will send Contractor a Purchase Order with a not to exceed amount.
7. Time & Material ("T&M")
A Time and Materials (T&M) proposal to Repair/replace materials that are not covered by the Full -Service
Preventative Maintenance plan. The Contractor shall within five (5) business days, submit a T&M proposal
along with an itemized quote for material and labor to the Purchaser for any additional work not covered
under the terms of this Contract. The Purchaser will decide how to proceed with all repairs. The Purchaser
may proceed with the repairs using Contractor, Purchaser staff, or other contracted labor. No work should
commence without the prior written approval of the Purchaser. Purchaser shall review and approval
(signature of the Purchaser designee) are required for each item replaced/repaired/supplied under the
T&M allowance.
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EXHIBIT A
The Contractor will submit a "Not to Exceed" cost for Repair, including labor and material. Any incurred
cost over the approved "Not to Exceed" amount will not be paid. The Contractor may contact the
Purchaser to discuss the Repair before submitting the T&M proposal; however, the Contractor shall
provide written justification if a "Not to Exceed" quote is not provided within five (5) business days. If the
Purchaser approves the T&M proposal, the Contractor will be given written notification of the approved
T&M proposal by the Purchaser, to proceed with the work.
If the repair is of an urgent nature (if the failure of the equipment will impact safety or comfort or will
consequently cause extensive or expensive damage or loss to other equipment and/or furnishings), the
Contractor shall notify the Purchaser's representative immediately. If necessary, the Purchaser will direct
the Contractor to perform tasks on an urgent basis. Subsequent to the urgent service, Contractor shall
submit, on the completed T&M, a description of the urgent work performed with actual hours and
material charged to the urgent work. All backup documentation described in Section 10, Invoicing and
Payment, is required to be submitted with the urgent T&M for payment. The invoice for T&M work shall
include documentation provided in Section 10.1 (g), Contractor Invoice:
• At the Purchaser's request, the Contractor shall provide training for Equipment operation as
required under the T&M proposal. This training may include emergency lowering of the
elevators, routine requirements, starting and operating procedures, response to alarms, and
problem diagnostics (controls/mechanical). Training is to be provided on a T&M basis either
on or off-site when Purchaser issues a Purchaser Order. The training shall be invoiced at the
Elevator Technician straight time hourly labor rate.
• At the Purchaser's request, the Contractor shall a submit a T&M proposal to assist in any
Equipment related building/system shutdowns or maintenance, not covered elsewhere.
7.1. Time and Material ("T&M") for Fire Alarm and/or Security System Installation
The following tasks are to be performed after Purchaser's written approval of a T&M proposal in the
event of fire alarm and/or security system installation:
As required, and directed by the Purchaser, the Contractor shall coordinate with the Purchaser's fire
alarm and/or security system vendor during the installation of a new fire alarm and/or security
systems at the Purchaser's premises. The Contractor shall perform the following under the T&M
provision:
The following tasks are required to be performed at the Equipment machine rooms, elevator pits,
elevator shafts, and elevator cabs:
• Contractor shall provide access to pit, and top of shaft, for demo and/or installation.
• Contractor shall provide Elevator Technicians to swing over primary recall to new system
control relay.
• Contractor shall provide Elevator Technicians to swing over alternate recall to new system
control relay.
• Contractor shall provide Elevator Technicians to swing over shunt relay to new system
control relay system control relay.
• Contractor shall provide Elevator Technicians to swing over shunt status to new system
control relay.
• Contractor shall provide Elevator Technicians to swing over alleviator room smoke relay to
new system control relay.
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EXHIBIT A
Note: The existing fire alarm system may not currently provide a connection to the elevator
controller for elevator machine room smoke. In addition, the existing elevator shunt controller
may not provide a status to the existing system for shunt status.
Contractor shall provide Elevator Technician(s) to swing over existing speaker in cab, and at
elevator controller, in order to connect to new system. Note: Speaker may not currently exist
inside elevator cars. In that case, a new dedicated feed will need to be provided by the Elevator
Contractor inside existing travel cable.
8. Equipment Inventory, Replacement Parts, Repair Parts, and Obsolete Parts
All Equipment Repairs Services shall require a written estimate from Contractor approved by Purchaser
prior to completing repairs.
8.1. Inventory
Contractor shall mark and identify all lubricating oils and cleaning solvents that are stored onsite. All
storage cans shall be Code approved. All unmarked cans shall be removed from the Purchaser's
premises. Machine rooms shall not be used for storage of materials or items that do not pertain to
the Full Service Maintenance of the Purchaser's Equipment.
8.2. Replacement Parts
The Contractor shall provide all replacement parts and equipment. A replacement part is an
individual piece of the equipment; equipment is made up of several parts. All replacement parts
shall be new as specified by the original manufacturer or new after -market parts that are accepted
by the Elevator industry as equal or better. In any instance where replacement parts specified by
the original equipment manufacturer or after -market parts of equal or better quality are no longer
available, an "equal" item may be acceptable, provided advance written approval of the item is
obtained from the Authorized User. If no such "equal" item can be found, the Contractor shall refer
to Section 8.3, Obsolete Parts. Any parts, materials, components, and equipment provided by the
Contractor during the final year Purchaser's contract period shall be fully warranted for a one-year
period from the date of installation.
A. In performing the Equipment Services, Contractor agrees to provide only manufacturer
approved parts used by the manufacturers of the Equipment for replacement or repair,
and to use only those lubricants obtained from and/or recommended by the
manufacturer of the Equipment. If Contractor wishes to provide parts or lubricants other
than recommended by the Equipment manufacturer, Contractor shall, in writing, state the
type proposed and the specifications to the Purchaser for review and written approval.
These replacement parts shall not be considered an upgrade of Equipment and shall be
provided by Contractor at no additional cost to the Purchaser. NOTE: This is considered
standard maintenance.
B. Contractor shall use commercially reasonable efforts to procure replacements parts in the
most expeditious manner available.
C. Parts requiring repair shall be rebuilt to "as new" condition.
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EXHIBIT A
D. If the replacement part is not available, see Obsolete Parts Section 8.3.
E. Contractor shall provide a written repair quote or estimate for Purchaser's written
approval and authorization prior to repair work. Repair quotes/estimates shall have the
following information.
i. Specific scope of work
ii. Amount of hours by each type of Elevator Technician (Mechanic In Charge vs.
Mechanic)
iii. Labor rate to include prevailing wage plus % mark up rate
iv. Parts/ Materials descriptions
V. Parts/ Materials cost plus % markup rate
vi. Estimate/Quote shall not require a deposit or advanced payment
8.3. Obsolete Parts
Obsolete Parts shall be defined as the inability to purchase, and/or otherwise repair, parts of the
system no longer produced by the original equipment manufacturer or a third -party after -market
supplier. Claims of component obsolescence shall not be allowed when replacement parts,
components, or assemblies of equivalent design and functionality are available.
In the event of component obsolescence, as defined in above paragraph, the condition shall be
reported to the Purchaser with the following information:
A. Alternative equipment, or component parts renewal options, for the restoration of the
system due to obsolescence:
B. Procurement and installation time for restoration of system service:
C. Any safety code requirements that will be triggered by the alternative equipment, or
component renewal (i.e., including filing, tests, and approvals):
Contractor(s) shall provide written documentation if the replacement part is no longer available
and determined to be obsolete, and that the Contractor has exhausted all research in obtaining
such replacement parts to include manufacturer statement or information on obsolete parts. Such
research would be the review of all firms as listed in the latest edition of Elevator World - "The
Source". All local supply firms, including other Equipment contractor's must also be researched for
availability of replacement parts. Contractor should also research options of rebuilding,
refurbished and/or aftermarket parts as well as checking with other Companies before seeking and
sourcing brand new and/or before an upgrade. If the replacement part is available and approved
by the Purchaser in writing, Contractor shall invoice the Purchaser the cost plus mark up for such
replacement part. Contractor shall provide all documentation of the replacement costs. If
Contractor installs a replacement part different than the original Equipment manufacturer, the new
replacement, Contractor shall provide, in writing, the manufacturer, type, and model of the
proposed replacement part.
Any necessary Repairs for obsolescence work shall be submitted under Section 7, Time and Material
(T&M). The Contractor shall submit a T&M proposal to the Purchaser for approval prior to
performing any T&M repairs. The T&M proposal must include a detailed explanation of the
obsolescent part, the alternative equipment or component, and any necessary retrofitting
required. The approval and payment of the T&M proposal repair shall be based on the following:
• If an alternate replacement part is available Contractor shall provide all documentation of the
replacement costs to the Purchaser. If Contractor installs a replacement part different than the
original Equipment manufacturer, the new replacement shall not be of the "proprietary" type and
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 52
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EXHIBIT A
Contractor shall provide, in writing, the manufacturer, type, and model of the proposed
replacement part.
• The cost of the alternative equipment, or component parts, and any miscellaneous material
necessary for repairs or retrofitting, to replace an obsolete part, shall be listed in a T&M
proposal and will be listed in detail as a material cost subject to the material cost markup
for Purchaser approval.
• Any additional labor hours and costs necessary for any modifications, retrofits, and other
additional work deemed necessary to install the replacement of obsolete parts, or renewal
components, that are above and beyond the time that would be normally necessary for
installing a standard manufacturer's replacement part or component, to complete the
repairs.
• For Equipment covered by a Full -Service Maintenance, Contractor shall be responsible for
the labor hours that would be normally necessary if a manufacturer's replacement
component was available and installed.
8.4. Microprocessors
A. Contractor shall maintain, in stock, available for immediate usage, an inventory of
replacement parts for any microprocessor/solid state equipment used for each system.
This includes all solid-state boards located in the machine room, fixture stations, car tops
or any other location. Circuit board may be very hard to find and in a timely manner do
to age of elevator.
B. Contractor's Elevator Technician(s) shall carry diagnostic equipment designed to analyze
programming and microprocessor functions and malfunctions on all non-proprietary
equipment.
C. Purchaser shall pay for all costs if the original manufacturer must be brought onsite to re-
program the system or be required to place the equipment in service.
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 53
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EXHIBIT C
INSURANCE REQUIREMENTS
1. INSURANCE OBLIGATION. During the term of this Contract, Contractor shall possess and maintain in
full force and effect, at Contractor's sole expense, the following insurance coverages:
a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability insurance
(and, if necessary, commercial umbrella liability insurance) covering bodily injury,
property damage, products/completed operations, personal injury, and
advertising injury liability on an 'occurrence form' that shall be no less
comprehensive and no more restrictive than the coverage provided by Insurance
Services Office (ISO) under the most recent version of form CG 00 01 in the
amount of not less than $2,000,000 per occurrence and $4,000,000 general
aggregate. This coverage shall include blanket contractual liability coverage. This
coverage shall include a cross -liability clause or separation of insured condition.
b. WORKERS' COMPENSATION INSURANCE. Contractor shall comply with applicable
Workers' Compensation or Industrial Accident insurance providing benefits as
required by law.
c. EMPLOYERS' LIABILITY (STOP GAP) INSURANCE. Employers' liability insurance (and, if
necessary, commercial umbrella liability insurance) with limits not less than
$1,000,000 each accident for bodily injury by accident, $1,000,000 each
employee for bodily injury by disease, and $1,000,000 bodily injury by disease
policy limit.
d. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE (applicable when accessing purchaser
premises). Commercial automobile liability insurance covering the ownership,
maintenance, and/or use of all owned/leased, non -owned, and hired vehicles
used in the performance of the Contract, with limits of not less than $1,000,000
per accident, combined single limitfor bodily injury and property damage liability.
Coverage shall be provided on Insurance Services Office (ISO) form number
CA 0001 or an equivalent.
The insurance coverage limits set forth above may be satisfied by any combination of primary,
umbrella, or excess policy. The insurance coverage limits are the minimum. Contractor's
insurance coverage shall be no less than the minimum amounts specified. Coverage in the
amounts of these minimum limits, however, shall not be construed to relieve Contractor from
liability in excess of such limits. Contractor waives all rights against the State of Washington for
the recovery of damages to the extent such damages are covered by any insurance required
herein.
2. INSURANCE CARRIER RATING. Coverages provided by Contractor must be underwritten by an
insurance company deemed acceptable to the State of Washington's Office of Risk Management.
Insurance coverage shall be provided by companies authorized to do business within the State of
Washington and rated A- Class VII or better in the most recently published edition of Best's
Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s)
with an unacceptable financial rating.
3. ADDITIONAL INSURED. When specified as a required insurance coverage (see § 1 — Insurance
Obligation, above) Commercial General Liability, Commercial Automobile Liability, and Pollution
Liability Insurance shall include the State of Washington and all authorized Purchasers (and their
agents, officers, and employees) as Additional Insureds evidenced by copy of the Additional
Insured Endorsement attached to the Certificate of Insurance on such insurance policies.
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 63
MAINTENANCE, TESTING & REPAIR SERVICES
EXHIBIT C
4. CERTIFICATE OF INSURANCE. Prior to execution of the Contract, Contractor shall furnish to Enterprise
Services, as evidence of the insurance coverage required by this Contract, a certificate of
insurance satisfactory to Enterprise Services that insurance, in the above -stated kinds and
minimum amounts, has been secured. In addition, no less than ten (10) calendar days prior to
coverage expiration, Contractor shall furnish to Enterprise Services an updated or renewed
certificate of insurance, satisfactory to Enterprise Services, that insurance, in the above -stated
kinds and minimum amounts, has been secured. Failure to maintain or provide proof of
insurance, as required, shall result in Contractor suspension and/or contract termination. All
policies and certificates of insurance shall include the Contract number stated on the cover of
this Contract. All certificates of Insurance and any related insurance documents shall be sent via
email to Enterprise Services at the email address as set forth below:
DESContractsTeamCedar(@des.wa.gov
Note: The Email Subject line must state:
Email: Contract Insurance Certificate — - Contract No. 28723 — Elevator Services
Washington Dept. of Enterprise Services
PO Box 41411
Olympia, WA 98504-1411
5. PRIMARY COVERAGE. Contractor's insurance shall apply as primary and shall not seek contribution
from any insurance or self-insurance maintained by, or provided to, the additional insureds listed
above including, at a minimum, the State of Washington and/or any Purchaser. All insurance or
self-insurance of the State of Washington and/or Purchasers shall be excess of any insurance
provided by Contractor or subcontractors.
6. SUBCONTRACTORS. Contractor shall include all subcontractors as insureds under all required
insurance policies. Alternatively, prior to utilizing any subcontractor, Contractor shall cause any
such subcontractor to provide insurance that complies with all applicable requirements of the
insurance set forth herein and shall furnish separate Certificates of Insurance and endorsements
for each subcontractor to Enterprise Services. Each subcontractor must comply fully with all
insurance requirements stated herein. Failure of any subcontractor to comply with insurance
requirements does not limit Contractor's liability or responsibility.
7. WAIVER OF SUBROGATION. Contractor waives all rights of subrogation against the State of
Washington and any Purchaser for the recovery of damages to the extent such damages are or
would be covered by the insurance specified herein.
8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation, material change, exhaustion of
aggregate limits, or intent not to renew insurance coverage, either in whole or in part, without at
least sixty (60) calendar days prior written Legal Notice by Contractor to Enterprise Services.
Failure to provide such notice, as required, shall constitute default by Contractor. Any such
written notice shall include the Contract number stated on the cover of this Contract.
9. EXTENDED REPORTING PERIOD. If any required insurance coverage is on a claims -made basis (rather
than occurrence), Contractor shall maintain such coverage for a period of no less than three (3)
years following expiration or termination of the Contract.
* * * END OF INSURANCE REQUIREMENTS * * *
28723 CONTRACT ELEVATOR FULL SERVICE PAGE 64
MAINTENANCE, TESTING & REPAIR SERVICES