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HomeMy WebLinkAboutAG 03-216Maintenance Agreement Addendum
Scope Revision to include the Maintenance Control Program
AG (03 -.2040
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ThyssenKrupp Elevator and CITY OF FEDERAL WAY hereby amend and supplement their duly executed and existing elevator
Maintenance agreement dated 5/1195, contract number(s) US51428_as set forth in this addendum. This addendum shall be made a
part of the existing elevator maintenance agreement, and in the event of conflict with other terms, conditions, purchase orders or
contract documents, this addendum shall govern. All terms and conditions set forth in the existing elevator maintenance agreement
will remain in full force and effect and apply to this addendum where no conflict exists.
Amended Scope of Services.
ThyssenKrupp Elevator will perform service in accordance with our written Maintenance Control Program. This program shall meet or
exceed the requirements of ASME A17.1-2010 Code, Section 8.6 and 8.11 and the applicable WAC Codes that are in affect at the time
of the signing of this Addendum. The Maintenance Control Program includes ThyssenKrupp Elevator's Maintenance Tasks & Records
documentation which shall be used to record all work performed on the equipment and is provided onsite with each controller as
required by code. The work shall be completed in accordance with the i hyssenkrupp Elevator maintenance procedures that have
been reviewed and approved by the State of Washington, Department of Labor and Industries, Elevator Division as of July 2013. We
will also perform the Category 1 testing outlined in ASME A17.1 - 2010 as part of this agreement, but do not perform any Category 3
or 5 tests as part of this agreement unless such tests are specifically listed as included elsewhere in this agreement.
Price Adjustment: To accommodate the additional scope being added to your service agreement, ThyssenKrupp Elevator will increase.
the price of this service agreement by $69.85 per elevator, per month, excluding taxes. This amount shall be the revised price of your
existing elevator maintenance agreement effective 5-1-2015 for a new sixty month term, and shall be adjusted annually in accordance
with the terms and conditions contained therein.
Acceptance:
Your acceptance of this addendum and its approval by an authorized manager of ThyssenKrupp Elevator will constitute exclusively the
entire understanding of the parties with respect to the subject matter contained herein and it shall thereafter become part of the
parties' agreement. All other prior representations or agreements, whether written or verbal, will be deemed to be merged herein and
no other changes in or additions to this agreement will be recognized unless made in writing and properly executed by both parties.
Should your acceptance be in the form of a purchase order or other similar document, the provisions of this agreement will govern,
even in the event of a conflict. This proposal is submitted for acceptance within thirty (30) days from the Date Submitted by the
ThyssenKrupp Elevator representative indicated below. No agent or employee shall have the authority to waive or modify any of the
terms of this agreement without the prior written approval of an authorized ThyssenKrupp Elevator manager.
ThyssenKrupp Elevator Corporation: CITY OF FE 1 E • WAY
(Suture of)ythorized Individual)
Paul Marshall
Account Manager
Paul.Marshall@ThyssenKrupp.com
20 -March -2015
(Date of Approval)
CITY HALL FEDERAL WAY
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(S1 ature of Authorii 1 ". ividual)
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(Print or Type Name)
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4-7/0 .)-o,5
(Date of Approval)
APR 17 2015
ThyssenKrupp Elevator Corporation:
Management • proval
By:
(Signature of Authorized Ind dual)
Glen Minter
Branch Manager
Glen.minter@thvssenkrucio.com
Ls.
(Date of Approval)
PROFESSIONAL SERVICES AGREEMENT
FOR
THYSSENKRUPP ELEVATOR
This Professional Services Agreement ("Agreement") is dated effective this 1st day of
November, 2003. The parties ("Parties") to this Agreement are the City of Federal Way, a
Washington municipal corporation ("City"), and ThyssenKrupp Elevator, a Delaware Corporation
("Contractor").
A. The City seeks the temporary professional services of a skilled independent contractor
capable of working without direct supervision, in the capacity of Elevator Maintenance; and
B. The Contractor has the requisite skill and experience necessary to provide such
services.
NOW, THEREFORE, the Parties agree as follows:
1. Services.
Contractor shall provide the services more specifically described in Exhibit "A", attached
hereto and incorporated by this reference ("Services"), in a manner consistent with the accepted
practices for other similar services, performed to the City's satisfaction, within the time period
prescribed by the City and pursuant to the direction of the City Manager or his or her designee.
2. Term.
The term of this Agreement shall commence upon the effective date of this Agreement and
shall continue until the completion of the Services, but in any event no later than December 31, 2006
("Term"). This Agreement may be extended for additional periods of time upon the mutual written
agreement of the City and the Contractor.
Elevator Telephone Monitoring shall commence upon the effective date of this Agreement
and shall continue until the City is able to provide other elevator telephone monitoring services.
3. Termination.
In the event of non-performance on behalf of ThyssenKrupp Elevator, the City shall have the
right to terminate this Agreement with ninety (90) days written notice, provided however,
ThyssenKrupp Elevator is given thirty (30) days to remedy non-performance. ThyssenKrupp
Elevator must be notified in writing of specific non-performance.
The City shall provide 30 -days written notice when other elevator telephone monitoring
service has been obtained.
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4.C satio
4.1 Total Compensation. In consideration of the Contractor performing the
Services, the City agrees to pay the Contractor an amount not to exceed Five Thousand and
No/100 Dollars ($5,000.00) calculated on the basis of a monthly charge of One Hundred Ten
and No/100 Dollars ($110.00) for elevator maintenance, and an additional charge per month
of Twenty and No/100 Dollars ($20.00) for Elevator Telephone Monitoring.
4.2 Method of Payment. Payment by the City for the Services will only be made
after the Services have been performed, a voucher or invoice is submitted in the form
specified by the City, and the same is approved by the appropriate City representative.
Payment shall be made on a monthly basis, thirty (30) days after receipt of such voucher or
invoice.
4.3 Contractor Responsible for Taxes. The Contractor shall be solely responsible
for the payment of any taxes imposed by any lawful jurisdiction as a result of the
performance and payment of this Agreement.
5. Compliance with Laws.
Contractor shall comply with and perform the Services in accordance with all applicable
federal, state, and City laws including, without limitation, all City codes, ordinances, resolutions,
standards and policies, as now existing or hereafter adopted or amended.
6. Warranty.
The Contractor warrants that it has the requisite training, skill and experience necessary to
provide the Services and is appropriately accredited and licensed by all applicable agencies and
governmental entities, including but not limited to being registered to do business in the City of
Federal Way by obtaining a City of Federal Way business registration.
7. Independent Contractor/Conflict of Interest.
It is the intention and understanding of the Parties that the Contractor shall be an independent
contractor and that the City shall be neither liable nor obligated to pay Contractor sick leave,
vacation pay or any other benefit of employment, nor to pay any social security or other tax which
may arise as an incident of employment. The Contractor shall pay all income and other taxes due.
Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether
such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert
this Agreement to an employment contract. It is recognized that Contractor may or will be
performing professional services during the Term for other parties; provided, however, that such
performance of other services shall not conflict with or interfere with Contractor's ability to perform
the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City.
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8. Indemnification.
8.1 Contractor Indemnification. The Contractor agrees to indemnify, defend and
hold the City, its elected officials, officers, employees, agents, and volunteers harmless from
any and all claims, demands, losses, actions and liabilities (including costs and all attorney
fees) to or by any and all persons or entities, including, without limitation, their respective
agents, licensees, or representatives, arising from, resulting from, or connected with this
Agreement to the extent caused by the negligent acts, errors or omissions of the Contractor,
its partners, shareholders, agents, employees, or by the Contractor's breach of this
Agreement. Contractor waives any immunity that may be granted to it under the Washington
State Industrial Insurance Act, Title 51 RCW. Contractor's indemnification shall not be
limited in any way by any limitation on the amount of damages, compensation or benefits
payable to or by any third party under workers' compensation acts, disability benefit acts or
any other benefits acts or programs.
8.2 City Indemnification. The City agrees to indemnify, defend and hold the
Contractor, its officers, directors, shareholders, partners, employees, and agents harmless
from any and all claims, demands, losses, actions and liabilities (including costs and attorney
fees) to or by any and all persons or entities, including without limitation, their respective
agents, licensees, or representatives, arising from, resulting from or connected with this
Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City,
its employees or agents.
8.3 Survival. The provisions of this Section shall survive the expiration or
termination of this Agreement with respect to any event occurring prior to such expiration or
termination.
9. Equal Opportunity .Employer.
In all Contractor services, programs or activities, and all Contractor hiring and employment
made possible by or resulting from this Agreement, there shall be no discrimination by Contractor or
by Contractor's employees, agents, subcontractors or representatives against any person because of
sex, age (except minimum age and retirement provisions), race, color, creed, national origin, marital
status or the presence of any disability, including sensory, mental or physical handicaps, unless based
upon a bona fide occupational qualification in relationship to hiring and employment. This
requirement shall apply, but not be limited to the following: employment, advertising, layoff or
termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship. Contractor shall not violate any of the terms of Chapter 49.60 RCW, Title VII of the
Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act
of 1973 or any other applicable federal, state or local law or regulation regarding non-discrimination.
Any material violation of this provision shall be grounds for termination of this Agreement by the
City and, in the case of the Contractor's breach, may result in ineligibility for further City
agreements.
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10. Confidentiality.
All information regarding the City obtained by Contractor in performance of this Agreement
shall be considered confidential. Breach of confidentiality by Contractor will be grounds for
immediate termination.
11. Insurance.
The Contractor agrees to carry as a minimum, the following insurance, in such forms and
with such carriers who have a rating that is satisfactory to the City:
11.1 Workers' compensation and employer's liability insurance in amounts
sufficient pursuant to the laws of the State of Washington;
11.2 Commercial general liability insurance with combined single limits of liability
not less than $2,000,000 for bodily injury, including personal injury or death, products
liability and property damage.
11.3 Automobile liability insurance with combined single limits of liability not less
than $2,000,000 for bodily injury, including personal injury or death and property damage.
The City shall be named as additional insured on all such insurance policies to the extent the
City is indemnified pursuant to this Agreement, with the exception of workers' compensation
coverage(s). Contractor shall provide certificates of insurance, concurrent with the execution of this
Agreement, evidencing such coverage and, at City's request, furnish the City with copies of all
insurance policies and with evidence of payment of premiums or fees of such policies. All insurance
policies shall contain a clause of endorsement providing that they may not be terminated or
materially amended during the Term of this Agreement, except after thirty (30) days prior written
notice to the City. If Contractor's insurance policies are "claims made" or "claims paid", Contractor
shall be required to maintain tail coverage for a minimum period of three (3) years from the date this
Agreement is actually terminated. Contractor's failure to maintain such insurance policies shall be
grounds for the City's immediate termination of this Agreement.
The provisions of this Section shall survive the expiration or termination of this Agreement
with respect to any event occurring prior to such expiration or termination.
12. Work Product.
All originals and copies of work product, including plans, sketches, layouts, designs, design
specifications, records, files, computer disks, magnetic media or material which may be produced or
modified by Contractor while performing the Services shall belong to the City. At the termination or
cancellation of this Agreement, all originals and copies of any such work product remaining in the
possession of Contractor shall be delivered to the City.
4
13. Books and Records.
The Contractor agrees to maintain books, records, and documents which sufficiently and
properly reflect all direct and indirect costs related to the performance of the Services and maintain
such accounting procedures and practices as may be deemed necessary by the City to assure proper
accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all
reasonable times, to inspection, review or audit by the City, its authorized representative, the State
Auditor, or other governmental officials authorized by law to monitor this Agreement.
14. Non -Appropriation of Funds.
If sufficient funds are not appropriated or allocated for payment under this Agreement for any
future fiscal period, the City will not be obligated to make payments for Services or amounts
incurred after the end of the current fiscal period, and this Agreement will terminate upon the
completion of all remaining Services for which funds are allocated. No penalty or expense shall
accrue to the City in the event this provision applies.
15. General Provisions.
15.1 Entire Agreement. This Agreement contains all of the agreements of the
Parties with respect to any matter covered or mentioned in this Agreement and no prior
agreements shall be effective for any purpose.
15.2 Modification. No provision of this Agreement, including this provision, may
be amended or modified except by written agreement signed by the Parties.
15.3 Full Force and Effect. Any provision of this Agreement that is declared
invalid or illegal shall in no way affect or invalidate any other provision hereof and such
other provisions shall remain in full force and effect.
15.4 Assignment. Neither the Contractor nor the City shall have the right to
transfer or assign, in whole or in part, any or all of its obligations and rights hereunder
without the prior written consent of the other Party.
15.5 Successors in Interest. Subject to the foregoing Subsection, the rights and
obligations of the Parties shall inure to the benefit of and be binding upon their respective
successors in interest, heirs and assigns.
15.6 Attorney Fees. In the event either of the Parties defaults on the performance
of any terms of this Agreement or either Party places the enforcement of this Agreement in
the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees,
costs and expenses. The venue for any dispute related to this Agreement shall be King
County, Washington.
- 5
15.7 Ng Waiver. Failure or delay of the City to declare any breach or default
immediately upon occurrence shall not waive such breach or default. Failure of the City to
declare one breach or default does not act as a waiver of the City's right to declare another
breach or default.
15.8 Governing Law. This Agreement shall be made in and shall be governed by
and interpreted in accordance with the laws of the State of Washington.
15.9 Authority. Each individual executing this Agreement on behalf of the City
and Contractor represents and warrants that such individuals are duly authorized to execute
and deliver this Agreement on behalf of the Contractor or the City.
15.10 Notices. Any notices required to be given by the Parties shall be delivered at
the addresses set forth below. Any notices may be delivered personally to the addressee of
the notice or may be deposited in the United States mail, postage prepaid, to the address set
forth below. Any notice so posted in the United States mail shall be deemed received three
(3) days after the date of mailing.
15.11 Captions. The respective captions of the Sections of this Agreement are
inserted for convenience of reference only and shall not be deemed to modify or otherwise
affect any of the provisions of this Agreement.
15.12 Performance. Time is of the essence of this Agreement and each and all of its
provisions in which performance is a factor. Adherence to completion dates set forth in the
description of the Services is essential to the Contractor's performance of this Agreement.
15.13 Remedies Cumulative. Any remedies provided for under the terms of this
Agreement are not intended to be exclusive, but shall be cumulative with all other remedies
available to the City at law, in equity or by statute.
15.14 Counterparts. This Agreement may be executed in any number of
counterparts, which counterparts shall collectively constitute the entire Agreement.
15.15 Compliance with Ethics Code. If a violation of the City's Ethics Resolution
No. 91-54, as amended, occurs as a result of the formation and/or performance of this
Agreement, this Agreement may be rendered null and void, at the City's option.
15.16 Equal Opportunity to Draft. The parties have participated and had an equal
opportunity to participate in the drafting of this Agreement, and the Exhibits, if any, attached.
No ambiguity shall be construed against any party upon a claim that that party drafted the
ambiguous language.
6
DATED the day and year set forth above.
City Clerk, N. Christine Green, C C
APPROVED AS TO FORM:
Patricia A Richardson, City Attorney
STATE OF WASHINGTON)
) ss.
COUNTY OF f`" /'ry
By:
Davi H. Moseley, City Manage
3353`* 1st Way South
P.O. Box 9718
Federal Way, WA 98063-9718
'Y OF FED w, lA1 AY
SSENKRUP'' ELEVATOR
JAMES M. BAIRD
CONTRACT ANALYST
Bv'.
7006 27th Street W, Ste. A
University Place, WA 98466
(253) 566-1751
On this day personally appeared before me Glen Minter, to me known to be the Branch
Manager of ThyssenKrupp Elevator that executed the foregoing instrument, and acknowledged the
said instrument to be the free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument
and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN my hand and official seal this g day of _ , 2003
tis
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Dependable maintenance.
ThyssenKrupp Elevator will perform the
following services:
Examine the elevator equipment for
optimum operation. Our examination,
lubrication, and adjustment will cover the
following component groups and related
equipment of your elevator system:
• Control and landing positioning systems
• Signal fixtures
• Machines, drives, motors, governors,
sheaves, and ropes
• Power units, pumps, valves, and jacks
• Car and hoistway door operating devices
and door protection equipment
• Loadweighers, car frames and platforms,
and counterweights
• Safety mechanisms
Lubricate equipment for smooth and
efficient performance.
Adjust elevator parts and components to
maximize the elevator's performance and
safe operation.
Relamp all signals as required (during
regularly scheduled visits).
Repair or replace components worn due to
normal wear. Refer to "Other
considerations" section for items not
covered.
® Test equipment as outlined in the
American National Standard Safety Code for
Elevators and Escalators, ANSI A17.1,
current edition as of the date this agreement
begins (only if box is checked). We will
perform governor and safety tests on
traction elevators once per year and relief
pressure tests on hydraulic elevators once
per year. You agree to pay for any costs of
the inspector or inspection fees.