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AG 21-045 - ELTEC SYSTEMS LLCRETURN TO: Mary J EXT: 6901 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Parks 2. ORIGINATING STAFF PERSON: Jason Gerwen EXT: 6912 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT N MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Elevator Service Contract 6. NAME OF CONTRACTOR: Eltec Systems LLC ADDRESS: 2025 1st Avenue, Ste 790 Seattle, WA 98121 'TELEPHONE 206-405-3371 E-MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: A SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: upon signature COMPLETION DATE: 12/31/2026 9. TOTAL COMPENSATION $ 79,600 + 7,960 = 87,560 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY RETAINAGE; RETAINAG7 AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 19 LAW DK 12-22-20; 2d review 01-25-21 2I11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE?_ COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED © LDEPARTMENT tR �I t 2az1 WOSTGONATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# A -� COMMENTS: DK: first draft included numerous clauses from contractors own standard terms in Ex. A- those need clarification. 2=17 CITY OF CITY HALL Fe d ra l 1�Va 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. u[yoilederal way. com MAINTENANCE AGREEMENT FOR ELEVATOR MAINTENANCE This Maintenance Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Eltec Systems LLC, a Limited Liability Company ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: ELTEC SYSTEMS LLC: Jon Griffin 2025 1" Avenue, Suite 790 Seattle, WA 98121 (206) 295-9211 (telephone) The Parties agree as follows: CITY OF FEDERAL WAY: Jason Gerwen 33325 8th Ave. S. Federal Way, WA 98003-6325 (253) 835-6912 (telephone) Jason.gerwen@city-qffederalway.com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2026 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A," attached hereto and incorporated by this reference ("Work" ), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts or certified rebuilt or repaired parts shall be used. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time, Documentation, and Inspection.. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in MAINTENANCE AGREEMENT - 1 - 3/2017 CITY of CITY HALL Fe d e ra [ Way 8th Avenue South Feder Federal Way, WA 98003-6325 (253)835-7000 www. otyoffedere(way. com accordance with this Contract, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. During each contract year that this Agreement is in existence, Owner agrees that its right to terminate for convenience shall cease for the balance of each contract year once Contractor has completed the annual inspection and testing of the equipment. Prior to each year's annual inspection, either party may terminate this Agreement with or without cause, upon 30 days' written notice. Nothing herein shall impact Owner's right to terminate this Agreement for cause. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit `B," attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit `B," 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. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City farther reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. 4.4 Nan -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 Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final P jyment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. MAINTENANCE AGREEMENT - 2 - 3/2017 CITY OF CITY HALL 4*4 Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. rat yoffederaiway. com 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subj ect to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. 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. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses 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. 5.4 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. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. 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: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liabili . Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. MAINTENANCE AGREEMENT - 3 - 3/2017 CITY OF: CITY HALL Fe d e ra I flay Feder l Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cilynffederalway. com 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. The Contractor will fully cooperate with the City in identifying and assembling records in case of any public disclosure request. 8. 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 Work shall belong to the City upon delivery. The Contractor shall delivery all needed or contracted for work project upon demand. All records submitted by the City to the Contractor will be safeguarded by the Contractor. Contractor shall make such data, documents, and files available to the City upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. 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 Work 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. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. 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, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. 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. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the MAINTENANCE AGREEMENT - 4 - 3/2017 Federal Way CITV OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www. atyolfederalmy.. com performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. 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. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 10.4 Prevailing Wages. 10.4.1 Wages of Employees. This Agreement is subject to the minimum wage requirements of Chapter 39.12 of the Revised Code of Washington, as now existing or hereafter amended or supplemented. In the payment of hourly wages and fringe benefits to be paid to any of Contractor's laborers, workers and/or mechanics, Contractor shall not pay less than the "prevailing rate of wage" for an hour's work in the same trade or occupation in the locality within the State of Washington where such labor is performed, as determined by the Industrial Statistician of the Department of Labor and Industries of the State of Washington, which current "prevailing rates of wage" are attached hereto as Exhibit "D" and incorporated herein by this reference. Prevailing wages paid pursuant to this Agreement shall be the prevailing wage rates that are in effect on the date when the bids, proposals, or quotes were required to be submitted to the City. 10.4.2 A eernents Exceeding One Year. Pursuant to WAC 296-127-023, or hereafter amended, the City agrees to pay any increase in the current prevailing wages if and when this Contract is extended provided that the term of the Contract exceeds one year. The City further agrees to pay the current prevailing wages at the time of additional yearly extensions, and the Contractor agrees to pay its employees the increased prevailing wage. 10.4.3 Exemptions to Prevailing Wage. The prevailing wage requirements of Chapter 39.12 RCW, and as required in this Agreement do not apply to: Sole owners and their spouses; any partner who owns at least 30% of a partnership; the President, Vice President and Treasurer of a corporation if each one owns at least 30% of the corporation. 10.4.4 Reporting Requirements. Contractor shall comply with all reporting requirements of the Department of Labor and Industries of the State of Washington. Upon the execution of this Agreement, Contractor shall complete and file a Statement of Intent to Pay Prevailing Wages with the Department of Labor and Industries. Upon completion of the Work, Contractor shall complete and file an Affidavit of Wages Paid with the Department of Labor and Industries. Contractor shall deliver copies of both the Statement of Intent to Pay Prevailing Wages and the Affidavit of Wages Paid, certified by the Department of Labor and Industries, to the City. 10.4.5 Disputes. In the event any dispute arises as to what are the prevailing rates of wages for work of a similar nature and such dispute cannot be resolved by the City and the Contractor, the matter shall be referred for arbitration to the Director of the Department of Labor and Industries of the State of Washington and the decision therein shall be final and conclusive and binding on all parties involved in the dispute. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, 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. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of MAINTENANCE AGREEMENT - 5 - 3/2017 CITY of CITY HALL Fe d e ra I Via Feder 8th Avenue South � Federal Way, WA 98003-6325 (253) 835-7000 www. cetyoffederal way. com any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, 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 comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Intgpi-etation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. 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. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assigpirnent and Beneficiaries. 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. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, 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. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement maybe rendered null and void, at the City's option. 13.4 Enforcement. 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. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. 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 above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. 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. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. 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. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the MAINTENANCE AGREEMENT - 6 - 3/2017 Cl7v OF CITY HALL Fe d e ra ! Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cityofl6dereiiway.com parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] MAINTENANCE AGREEMENT - 7 - 3/2017 CITY OF CITY HALL Fe d e ra I Wa Feder 8th Avenue South � Federal Way, WA 98003-6325 (253) 835-7ODD www. c rtyo�federal way. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: Ji ell,'Mayor DATE: ELTEC SYSTEMS LLC: By' Printed Name —q"_4r� �Ai ars ti7 Title: �7 DATE: �- STATE OF WASHINGTON ) ) ss. COUNTY OF VA14& ) ATTEST: ph e Courtney, CMC, ity Clerk APPROVED AS TO FORM: Fe L/' J. Ryan Call, City Attorney On this day personally appeared before me to me known to be the CIZID ofthat executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. GIVEN my hand and official seal this -2A.Aday of �r -P-: _, 20 ZJ Notary's signature va+ Notary's printed name A-ofi Notary Public in and for the State of Washington. (VOr17 P ASTINGS My commission expires srar OFUR C #160278 Comm, r0� HrMGTON UL S EXPrRES , _ MAINTENANCE AGREEMENT - 8 - 3/2017 Clir OF CITY HALL Federal Way 33325 Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. alyoffederal way. com EXHIBIT "A" SERVICES The Contractor shall do or provide the following at two locations: City of Federal Way — City Hall Federal Way Community Center 33325 W" Ave S. 876 S. 333rd Street Federal Way, WA 98003 Federal Way, WA 98003 Under this contract the Contractor will maintain the elevator equipment herein described on the following terms and conditions: The Contractor will use skilled, trained personnel, supervised and directly employed by the Contractor and use reasonable care to see that the equipment is maintained as set forth herein. The Contractor will regularly and systematically examine equipment to meet the annual requirements of the State of Washington mandated MCP program. Additionally, the Contractor agrees to adjust, lubricate, and if conditions warrant (unless specifically excluded under the exclusions paragraph) repair or replace the items listed within the equipment categories listed below: Machine: Maintain proper oil level, thrust bearings, sheave shaft bearings, brake coil, brake linings and wearing brake components. Pump Unit: including hydraulic fluid pump, pump motor, speed control valve components, V-belts and gaskets. Jack Unit: guide bearing, packing and packing gland. Controller: including relays, resistors, contacts, coils, leads, transformers, fuses, timing devices and solid state components. Valves: line shut off valves and over speed valve components. Dispatching Equipment: including relays, resistors, contacts, coils, leads, fuses, transformers, timing devices, and solid-state components. Selector: including electrical or mechanical drive components, cams, contacts, relays, resistors, leads, transformers and solid-state components. Governor: including sheave bearings, calibration and contacts. Car: including power door operator components, door protective devices, car door rollers, car door contact, load weighing equipment, car safety devices, car guide shoes and rollers. Hoistway: including deflector sheave bearings, secondary sheave bearings, buffers, governor tension sheave bearings, limit switches, compensating sheave bearings, traveling cables, hoist -way door interlocks, hoist -way door rollers, gibs and spring closer. Accessory Equipment: including all accessory elevator equipment installed prior to commencement of this contract unless accepted in the exclusions paragraph. MAINTENANCE AGREEMENT - 9 - 3/2017 rtrr of CITY HALL 4 33325Federal Way Feder Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.ct" federalway.com Fixtures: car and hall buttons (normal wear -and -tear only), all signal fixture components including contacts and lock out key switches. Lamps and sockets will be replaced during regular examinations only, or will otherwise be subject to separate billing. Furnish lubricants: applied products to minimize wear. Hydraulic Fluid level: maintain proper hydraulic fluid only. Complete oil renewal (replacement) excluded Wire ropes: Replaced when outside of the requirements described in ANSI 17.1 for hoist rope wear. Motor & Motor -Generator: Will maintain the motor(s) and motor-generator(s) under the MCP program guidelines. Elevator phone monitoring: 24/7 monitoring of the elevator phones. PRORATIONS: Schedule of parts to be prorated: None unless otherwise indicated To provide you with the maximum service from these items, the Company is accepting them in their present condition with the understanding that you agree to pay, in addition to the base amount of this proposal, an extra price at the time the items listed are first replaced. The charge for this replacement will be determined by prorating the total cost of replacing the individual items. You are to pay for that portion of the life of the items used prior to the date of this contract and the Company agrees to pay for that portion used during the time of this contract. CITY'S RESPONSIBILITIES • The City agrees to maintain proper code compliance throughout the term of this agreement. The contractor reserves the right to suspend service for outdated code report completion items or other inspections in the event that the City disregards the Contractor's advice. • Possession or control of the equipment shall remain exclusively yours as owner, lessee, possessor or custodian. • The City's responsibility includes, but is not limited to, instructing or warning passengers in the proper use of the equipment, taking the equipment out of service when it becomes unsafe or operates in a manner that might cause injury to a user, promptly reporting to the Contractor any accidents or any condition which may need attention and maintaining surveillance of the equipment for such purposes. Nothing in this clause relieves the Contractor of its duty to conduct regularly scheduled inspections and follow commercially reasonable practices in those inspections. • The City will provide the Contractor unrestricted access to the equipment, and a safe workplace for our employees, but it shall be the Contractor's responsibility to supervise its employees and follow legally required safety procedures and provide safety equipment for its own employees. • The City agrees that it will keep the pits and machine rooms clear and free of water and trash and not permit them to be used for storage; and provide supply power of proper voltage and free of aberrations. • The City agrees that it will not permit others to make changes, adjustments, tests, additions, repairs or replacements to the equipment. • The City will provide the Contractors with wiring diagrams, operation and maintenance manuals and any other original manufacturer information and equipment necessary to maintain the machinery. • The City will ensure that machine rooms are properly ventilated, and humidity and temperature controlled in the 55' F range mandated by the ANSI 17.1 Handbook. MAINTENANCE AGREEMENT - 10 - 3/2017 CITY OF CITY HALL Federa Vlla 3332Avenue South 4!�. y Federr all Way, WA 98003-6325 (253) 835-7000 www. cnyotrederdimy. com HOURS OF SERVICE (FM8) All work will be performed during the regular working hours of the regular working days of the elevator trade, unless otherwise specified. The Company will include all repairs (listed within the scope) emergency minor adjustments and call back service during the regular working hours of the elevator trade. Callbacks outside these hours will be billed at our regular billing rates, in addition to the contract base price. (Normal business hours will be considered 7 am — 5 pm on weekdays, excluding weekends and federal holidays.) TESTING The Contractor will test the City's equipment in accordance the periodic testing requirements as outlined in the American National Safety Code for Elevators and Escalators ANSI A 17.1, however Contractor's testing responsibilities do not include fees or changes imposed by local authorities in conjunction with inspecting, licensing, or testing the equipment, changes in the testing requirements after the initial start date of this agreement, or any other testing obligations, other than as specifically set forth above. Since these tests may expose the equipment to strains well in excess of those experienced during normal operation, the Contractor will not be responsible for any damage to the equipment or property, or any injury to or catastrophic event, resulting from or arising out of the performance of these tests, so long as it uses commercially reasonable testing methods. This Agreement contemplates testing once per year for each year that this Agreement is in effect. (One (1) time per year for a period of six (6) years of testing is included under this service agreement) MAINTENANCE AGREEMENT - 11 - 3/2017 ,ACITY OF � Federal Way EXHIBIT "B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.ciW federalway.com 1. Total Compensation: In return for the Services, the City shall pay the Contractor a total amount not to exceed Seventy -Nine Thousand Six Hundred and NO/100 Dollars ($76,900.00) and Washington State sales tax equal to Seven Thousand Nine Hundred Sixty and NO/100 Dollars ($7,960.00) for a total of Eighty -Seven Thousand Five Hundred Sixty and NO/100 Dollars ($87,560.00). 2. Method of Compensation: Hourly rate: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: Hourly Billing Rates not including sales tax Monday to Friday from lam to 5pm not including WSST. Overtime Rates Monday to Friday 6pm to lam • Mechanic $169.60/hr. • Mechanic OT (1.5) $254.40/hr. • Crew $339.20/hr. The price for the service as stated herein shall be Four Hundred Sixty and 00/100 Dollars f$460.00) per month, plus Washington State Sales Tax, payable quarterly, in advance, at the start of each calendar year quarter, upon receipt of the invoice. Any initial partial quarter period will be prorated to assume calendar year quarter cycle. Any associated costs for 3rd party Invoicing, Receivables or any version of contract management the owner may require will be added to the amount shown above. Payments made with credit cards will be subject to a service fee (transaction fee) in addition to the amount shown above. PRICE ADJUSTMENTS The Agreement Price shall be adjusted as soon as practicable after notice is received of change in labor costs. Price shall be increased or decreased by the percentage of increase or decrease in the then current straight -time hourly rate for Elevator Constructor Mechanics in the locality where the equipment is maintained as compared with such rate on the January, 2020. The straight -time hourly rate for Elevator Constructor Mechanics shall be actual hourly rate paid to such mechanics, plus payroll taxes, and fringe benefits which include, but are not limited to, pensions, vacations, paid holidays, group life insurance, sickness and accident insurance and hospitalization insurance. MAINTENANCE AGREEMENT - 12 - 3/2017 C� DATE (MMIDDIYYYY) A ``-A CW" CERTIFICATE OF LIABILITY INSURANCE 03/30/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMECT Billie Tripp cON Brown &Brown of WA, Inc. nHrco No (253) 396-5500 410,No I (253) 396-4500 2106 Pacific Ave a'IMDAIL REss: btripp@bbtacoma.com Suite 501 INSURER(S) AFFORDING COVERAGE NAIC # Tacoma WA 98402 INSURERA: Great American Alliance Insurance Company 26832 INSURED INSURERS: Firemen's Insurance Company of Washington, D.C. 21784 ELTEC Systems, LLC INSURER C : Liberty Insurance Underwriters, Inc. 19917 2025 1st Avenue Suite 790 INSURER D : Tokio Marine Specialty Insurance Company 23850 INSURER E: - Seattle WA 98121 INSURER F: rnv�onr_�c rcRTIGIreTC NIIMRFR• 2021-2022All Lines RFVIRIr1N NIIMRFR• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IICY LTR TYPE OF INSURANCE INSD WV0 POLICY NUMBER MMIDDNYYY EXP MMLDDNYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 �/ CLAIMS -MADE OCCUR A A PREMISES Ea occurrence 300,000 $ MED EXP (Any oneperson) s 10,000 A Y GLP13243490304 03/01/2021 03/01/2022 PERSONAL BADVINJURY s 1,000.000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE s 4,000,000 PRODUCTS-COMP/OPAGG s 4,000,000 POLICY � jR� LOC $ OTHER: AUTOMOBILE LIABILITY 111,1NEll.SINiaLE LIMIT 21 $ 1,000,000 BODILY INJURY (Per person) $ ANYAUTO B OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY CPA6045009 03/01/2021 03/01/2022 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per arc dart $ X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 9,000,000 C EXCESSLIAe CLAIMS -MADE 1000288671-04 03/01/2021 03/01/2022 AGGREGATE s 9,000,000 DED RETENTION $ 0 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N/A GLP132434903WASTOP GAP 03/01/2021 03/01/2022 OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 EL DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below Pollution - Per Incident $1,000,000 p Pollution/Professional Liability PPK2243489 03I01/2021 03/01I2022 Professional - Per Occ. $1,000,000 Aggregate $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) City of Federal Way is included as additional insured with respects to operations of the named insured when required by written contract per the attached endorsement. L;LKI It-IL:AI t MULUtft 1 Mr%MQL6M 11V11 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. Parks Department AUTHORIZED REPRESENTATIVE 33325 8th Avenue South _ Federal Way WA 98003 I © 1988-2015 ACORD CORPORATION. All rights reserves. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD ACQR" AGENCY CUSTOMER ID: 00000710 LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY Brown & Brown of WA, Inc. NAMED INSURED ELTEC Systems, LLC POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, I FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance: Notes The General Liability coverage contains additional insured status and primary/non-contributory coverage for those stipulated under written contract or written agreement as per attached endorsement 'CG 9042 0416, CG9053 0416. General Liability Waiver of Subrogation coverage is included per attached endorsement CG9053 0413 Per Project Aggregate endorsement CG9042 0416 applied if stipulated under written contractor written agreement. Automobile liability additional insured status and waiver of subrogation is included per attached endorsement CL CA 0149 06/17. ACORD '101 (2008101) a 2U08 AL;UFSU LUINFUNAI IUN. An rlgnts reservea. The ACORD name and logo are registered marks of ACORD 3/9/2021 Washington State Department of Revenue Washington State Department of Revenue < Business Lookup License Information: Entity name: ELTEC SYSTEMS LLC New search Back to results Business ELTEC SYSTEMS LLC name: Entity type: Limited Liability Company UBI #: 601-850-542 Business ID: 001 Location ID: 0001 Location: Active Location address: 2025 1 ST AVE STE 790 SEATTLE WA 98121 Mailing address: 2025 1 ST AVE STE 790 SEATTLE WA 98121-2100 Excise tax and reseller permit status: Click here Secretary of State status: Endorsements Endorsements held License # hftps://secure.dor.wa.gov/gteunauth/­/#9 Click here Page 1 of 3 Filter Count "o, tails 1 - Expiratio First issu. 1/4 3/9/2021 Washington State Department of Revenue Endorsements held License # Count Expiratio First issu, Anacortes Active Feb-28-2 Nov-01-� General Business - Non -Resident Bellingham 062782 Active Mar-20-2 General Business Cheney General BUS2018-036 Active Feb-28-2 Jan-15-2i Business - Non - Resident Covington Active Feb-28-2 Oct-24-2 General Business - Non -Resident DuPont General 5059 Active Feb-28-2 Oct-30-2 Business - Non - Resident Edmonds General Active Feb-28-2 Oct-24-2 Business - Non - Resident Enumclaw BUS2019-036( Active Feb-28-2 Oct-29-2 General Business - Non -Resident I Federal Way 16-100867-00 Active Feb-28-2 Feb-17-2 General Business - Non -Resident Gig Harbor Active Feb-28-2 Oct-25-2 General Business - Non -Resident Issaquah General Active Feb-28-2 Oct-28-2 Business - Non - Resident https://secure.dor.wa.gov/gteunauth/­/#9 2/4 3/9/2021 Endorsements held License # Kirkland General OBL30193 Business - Non - Resident Lacey General 182728 Business - Non - Resident Lakewood General Business - Non -Resident Lynnwood 018939-04-20 General Business - Non -Resident Mercer Island 170592 General Business - Non -Resident Washington State Department of Revenue Count Details On Hold Active Active Active Active Governing People May include governing people not registered with Secretary of State Governing people FERGUSON, GORDON Registered Trade Names Registered trade names Status ELTEC Active Expiratio First issu. Feb-28-2 Jan-06-21 Feb-28-2 Nov-04 Feb-28-2 Oct-29-2 Feb-28-2 Jan-03-2i Feb-28-2 Oct-09-2 First issued Mar-06-1998 The Business Lookup information is updated nightly. Search date and time: 3/9/2021 10:26:02 AM hftps:Hsecure.dor.wa.gov/gteunauth/_/#9 3/4