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AG 03-216Maintenance Agreement Addendum Scope Revision to include the Maintenance Control Program AG (03 -.2040 fef te.e103-16ref 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 t5/3( Com' �•�L..I���r (S1 ature of Authorii 1 ". ividual) s.z)k 14- l6 (Print or Type Name) Pilees FAGf�rn+ M1Z-- 4NA4E rint or T pe Title) 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. - 1 - 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. - 2 - 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. - 3 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 ����� 1t..1Vsci �ssonl�yOi.�.�l/r : °NOTARY'";—'G " r (tgped/printed name of notary) t:\ ..pp PUBLIC N y Public in and for the State of Washington. 1.ri1'>.`"W ommiss1C111 expires r K:\parks\psa\ThyssenKrupp ;Ele aoayy" - 7 -. 50036ibilp 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.