28723 AMD1 ExhibitD StatewideContractTemplate.docx

EXHIBIT D

CONTRACT

NO. 28723

FOR

ELEVATOR FULL SERVICE MAINTENANCE,

TESTING, & REPAIR SERVICES CONTRACT

REGION(S) ______________

For Use by Eligible Purchasers

By and Between

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES

and

Dated January 1, 2025

28723 AMD1 EXHIBIT D–CONTRACT ELEVATOR FULL SERVICE PAGE 1

MAINTENANCE, TESTING & REPAIR SERVICES

28723 AMD1 EXHIBIT D–CONTRACT ELEVATOR FULL SERVICE PAGE 2

MAINTENANCE, TESTING & REPAIR SERVICES

CONTRACT

NO. 28723

FOR

ELEVATOR FULL SERVICE MAINTENANCE,

TESTING, & REPAIR SERVICES CONTRACT

REGION(S) ______________

This Washington Contract (“Contract”) is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and ____________________, a ________________ (“Contractor”) and is dated and effective as of January 1, 2025.

R E C I T A L S A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish enterprise procurement solutions, including contracts, for goods and/or services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature also has authorized Enterprise Services to make these contracts available, pursuant to an agreement in which Enterprise Services ensures full cost recovery, to other local or federal government agencies or entities, public benefit nonprofit organizations, and any tribes located in the State of Washington. See RCW 39.26.050(1) & (2).

B. Washington state agencies and other eligible purchasers, as part of their operational requirements, need to purchase elevator full service maintenance, testing & repair services (“Elevator Services”), from professional, qualified, and innovative, professional contractors. On behalf of the State of Washington, Enterprise Services, as part of a competitive governmental procurement, to establish an enterprise procurement solution, issued Competitive Solicitation No. 28723 dated October 3, 2024 for (collectively Elevator Services) to solicit and evaluate competitive bids to award Contracts for Elevator Services by specified geographic area. The Competitive Solicitation was structured to meet purchaser needs and designed to result in an award of a Contract, by specified geographic area, in which the State of Washington was divided into six (6) regions. In addition, within each geographic region, Enterprise Services structured the Competitive Solicitation to address state procurement priorities pertaining to qualified Washington Small Businesses and Veteran-Owned Businesses.

C. The goal of the competitive solicitation is to establish an enterprise procurement solution resulting in Contracts awarded by specified geographic region to enable eligible purchasers to purchase specified Elevator Services from an awarded Contractor in a cost-effective, efficient manner using the terms and conditions of the Contract.

D. Enterprise Services evaluated all responses to the Competitive Solicitation and identified Contractor as an apparent successful bidder above-referenced contract for the above-referenced geographic regions.

E. Enterprise Services has determined that entering into this Contract will meet the identified needs and be in the best interest of the State of Washington.

F. The purpose of this Contract is to enable eligible purchasers to purchase the specified Goods and/or Services as set forth herein.

A G R E E M E N T NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows:

1. TERM. The term of this Contract is twenty-four (24) months, commencing January 1, 2025 and ending December 31, 2026; Provided, however, that if Contractor is not in default and if, by July 1, 2026 in Enterprise Services’ reasonable judgment, Contractor satisfactorily has met the performance-based goals for contract extension, Enterprise Services shall extend the term of this Contract, by written amendment, for up to forty-eight (48) additional months. Such extension amendment shall be on the same terms and conditions as set forth in this Contract. To earn the performance-based Contract term extension, Contractor must achieve the service level standards set forth in Exhibit A - Included Good/Services and following performance-based metrics:

Note: Contractor must pay the VMF within thirty (30) calendar days of invoice from Enterprise Services. If Contractor is delinquent in timely paying the VMF for three (3) or more quarters within the first nine (9) quarters of the Contract term, Contractor shall not be eligible for a performance-based extension.

Contract Sales Reports:

Contractor timely provides to Enterprise Services, with no less than a 75% on time rate over the contract term, the required Contract quarterly sales reports.

Note: Contractor must provide the quarterly sales reports to Enterprise Services within thirty (30) calendar days of the quarter’s end. If Contractor is delinquent in providing the quarterly sales reports for three (3) or more quarters within the first nine (9) quarters of the Contract term, Contractor shall not be eligible for a performance-based extension.

2. ELIGIBLE PURCHASERS. This Contract may be utilized by any of the following types of entities (each an eligible “Purchaser”):

2.1. WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions, boards, and commissions.

2.2. WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION. Any the following institutions of higher education (colleges) in Washington:

· State universities – i.e., University of Washington & Washington State University;

· Regional universities – i.e., Central Washington University, Eastern Washington University, & Western Washington University

· Evergreen State College;

· Community colleges; and

· Technical colleges.

2.3. CONTRACT USAGE AGREEMENT PARTIES. Any of the following types of entities that have executed a Contract Usage Agreement with Enterprise Services:

· Political subdivisions (e.g., counties, cities, school districts, public utility districts) in the State of Washington;

· Federal governmental agencies or entities;

· Public-benefit nonprofit corporations (i.e., public benefit nonprofit corporations as defined in RCW 24.03A.245) who receive federal, state, or local funding); and

· Federally recognized Indian Tribes located in the State of Washington.

3. SCOPE: INCLUDED GOODS AND/OR SERVICES & PRICES.

3.1. CONTRACT SCOPE. Pursuant to this Contract, Contractor is authorized to sell and provide only those Goods and/or Services set forth in Exhibit A – Included Goods/Services for the prices set forth in Exhibit B – Prices for Goods/Services. Contractor shall not represent to any Purchaser under this Contract that Contractor has contractual authority to sell or provide any Goods and/or Services beyond those set forth in Exhibit A – Included Goods/Services.

(a) Services. For purposes of this Contract, “Services” means all services of any nature ordered by Purchaser pursuant to this Contract and as identified in the Purchase Order.

(b) Goods. For purposes of this Contract, “Goods” means all equipment, materials, supplies, ancillary parts, accessories, components and other items purchased by Purchaser pursuant to this Contract and as identified in the Purchase Order.

(c) Specifications. Where applicable, specifications for Goods and/or Services are detailed in this Contract and the Purchase Order. Unless otherwise specified in the Purchase Order, all Goods and/or Services provided shall be new and unused of the latest model or design.

3.2. STATE’S ABILITY TO MODIFY SCOPE OF CONTRACT. Subject to mutual agreement between the parties, Enterprise Services reserves the right to modify the Goods and/or Services included in this Contract; Provided, however, that any such modification shall be effective only upon thirty (30) calendar days advance written notice; and Provided further, that any such modification must be within the scope of the Competitive Solicitation for this Contract.

3.3. ECONOMIC ADJUSTMENT FOR LABOR (PREVAILING WAGE) RATES. Elevator Services performed by Elevator Technician Mechanics and performed in public buildings fall under the Washington Prevailing Wage law. See RCW 39.12 and WAC 296-127-023. The labor rates set forth in Exhibit B – Prices utilize prevailing wages and a set % increase. The prevailing wage at the time the services are performed will be the basis of the rates charged on this Contract for any Purchase Order. There shall be no other economic adjustment to this the labor rates.

3.4. ECONOMIC ADJUSTMENT FOR PART RATES. The cost-plus percentage amount set forth in Exhibit B – Prices will not be adjusted through the Economic Adjustment process. Prices for parts must be under the current MSRP list. Contractor must provide an MSRP list and description of products to Purchasers upon Purchaser’s request. Contractor may offer lower prices to Purchasers, during the term of this Contract, Contractor guarantees to provide the Goods at no greater than the prices set forth in Exhibit B –Prices. There shall be no other economic adjustment to the parts rates.

3.5. ECONOMIC ADJUSTMENT FOR FULL SERVICE MAINTENANCE RATES. Beginning January 1, 2026, and annually thereafter, Contractor may request an economic price adjustment (EPA) to prices set forth in Exhibit B – Prices For Goods. Requests for EPA must be requested in writing and emailed to the Enterprise Service’s Contract Administrator and received by Enterprise Services between October 1st and October 31st of each year. Contractor’s EPA request cannot exceed the annual average percentage changes in the United States Department of Labor, Bureau of Labor and Statistics (BLS) Producer Price Indices (PPI) as set forth in the formula below. Once Contractor’s timely EPA request is received, Enterprise Services will analyze the PPI data to determine the appropriate EPA. Contract prices, as adjusted by an EPA shall be effective beginning January 1st; Provided, however, that the parties must timely execute a contract amendment to incorporate such price adjustments. If Contractor does not timely submit an EPA request to Enterprise Services, there will be no EPA allowed on the Contract for that the applicable period and the following year the EPA will not be retroactive nor cumulative to account for unrequested EPAs. Enterprise Services shall have the right to review PPI data annually and, if such PPI data reflects a substantial decrease in the annual average PPI, the parties shall amend the Contract to decrease the Contract prices accordingly.

The economic price adjustment shall be calculated as follows:

New Price = Old Price + (Old Price x ((Current Period Index – Base Period Index) / Base Period Index)) The “Current Period Index” is the average of the most recent twelve months of BLS Index values, and the “Base Period Index” is the average of the twelve months of BLS Index values prior to the Current Period Index.

PPI values, including those that are preliminary at the time of the request, will be utilized in the analysis.

3.6. PRICE CEILING. Although Contractor may offer lower prices to Purchasers, during the term of this Contract, Contractor guarantees to provide the Goods and/or Services at no greater than the prices set forth in Exhibit B – Prices for Goods/Services (subject to economic or other adjustment as set forth herein).

3.7. CONTRACT INFORMATION. Enterprise Services shall maintain and provide to eligible Purchasers information regarding this Contract, including scope, pricing, and lowest responsive, responsible bidder designation. In addition, Enterprise Services identifies awarded contractors who qualify as Washington Small Businesses, Certified Veteran-Owned Businesses, or that, pursuant to the Contract provide Goods/Services that meet specified state procurement priorities as set forth in the Competitive Solicitation.

4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

4.1. QUALIFIED TO DO BUSINESS. Contractor represents and warrants that Contractor is (a) in good standing; (b) qualified to do business in the State of Washington; and (c) registered with the Washington State Department of Revenue and the Washington Secretary of State.

4.2. TAXES. Contractor represents and warrants that Contractor is current, in full compliance, and has paid all applicable taxes owed to the State of Washington.

4.3. LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS. Contractor represents and warrants that Contractor possesses and shall keep current during the term of this Contract all required licenses, certifications, permits, authorizations, and approvals necessary for Contractor’s proper performance of this Contract.

4.4. SUSPENSION & DEBARMENT. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that neither Contractor nor its principals or affiliates presently are nor have ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States.

4.5. WAGE VIOLATIONS. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that during the term of this Contract and the three (3) year period immediately preceding the award of the Contract, Contractor has not been determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW 49.46, 49.48, or 49.52.

4.6. CIVIL RIGHTS. Contractor represents and warrants that Contractor complies with all applicable requirements regarding civil rights. Such requirements prohibit discrimination against individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin.

4.7. WASHINGTON STATE WAGE THEFT PREVENTION. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that during the term of this Contract and the three (3) year period immediately preceding the award of the Contract, Contractor has not been determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW 49.46, 49.48, or 49.52.

4.8. WASHINGTON STATE WORKERS’ RIGHTS (EXECUTIVE ORDER 18-03) (TO BE INSERTED IF SO CERTIFIED). Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Contract, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers.

4.9. STATE PAY EQUALITY FOR ‘SIMILARLY EMPLOYED’ INDIVIDUALS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that, among Contractor’s employees, ‘similarly employed’ individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for Contractor’s workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job-related factor or factors may include, but is not limited to, education, training, or experience that is: consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor’s failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Contract and any Purchaser hereunder similarly may suspend or terminate its use of the Contract and/or any agreement entered into pursuant to this Contract.

4.10. WASHINGTON SMALL BUSINESS (TO BE INSERTED IF SO CERTIFIED). Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor qualifies as a Washington Small Business as defined and set forth in Contractor’s Bidder’s Certification.

4.11. CERTIFIED VETERAN-OWNED BUSINESS (TO BE INSERTED IF SO CERTIFIED). Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor qualifies as a Certified Veteran-Owned Business as defined and set forth in Contractor’s Bidder’s Certification.

4.12. PUBLIC CONTRACTS AND PROCUREMENT FRAUD. Contractor represents and warrants that, within the three (3) year period prior to this Contract, neither Contractor nor its principals or affiliates: (a) have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, local, or tribal) contract or purchase order under a public contract; (b) have been in violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) have been indicted for or otherwise criminally or civilly charged by a government entity (federal, state, local, or tribal) with commission of any of the offense enumerated in subsection (b) of this provision; or (d) had one or more public contracts (federal, state, local, or tribal) terminated for cause or default.

4.13. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that Contractor complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Enterprise Services and Purchasers’ employees.

4.14. WASHINGTON’S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that Contractor is registered in Washington’s Electronic Business Solution (WEBS), Washington’s contract registration system and that, all of Contractor’s information therein is current and accurate and that throughout the term of this Contract, Contractor shall maintain an accurate profile in WEBS.

4.15. WASHINGTON’S STATEWIDE PAYEE DESK. Contractor represents and warrants that Contractor is registered with Washington’s Statewide Payee Desk, which registration is a condition to payment.

4.16. CONTRACT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that Contractor shall use commercially reasonable efforts both to promote and market the use of this Contract with eligible Purchasers and to ensure that those entities that utilize this Contract are eligible Purchasers. Contractor understands and acknowledges that neither Enterprise Services nor Purchasers are endorsing Contractor’s Goods and/or Services or suggesting that such Goods and/or Services are the best or only solution to their needs. Accordingly, Contractor further represents and warrants that Contractor shall make no reference to Enterprise Services, any Purchaser, or the State of Washington in any promotional material without the prior written consent of Enterprise Services.

4.17. CONTINGENT FEES. Contractor represents and warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established agents as defined in the Federal Acquisition Regulations.

4.18. FINANCIALLY SOLVENT. Contractor represents and warrants that Contractor has not commenced bankruptcy proceedings and that there are no judgment, liens, or encumbrances of any kind affecting title to any Goods and/or Services that are the subject of this Contract.

4.19. OPERATIONAL CAPABILITY. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor has the operational and financial capability relevant and appropriate experience, training, personnel, equipment, and tools to perform the Contract.

4.20. CONTRACT TRANSITION. Contractor represents and warrants that, in the event this Contract or a similar contract, is transitioned to another contractor (e.g., Contract expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services (including the Purchasers hereunder) for a period of sixty (60) calendar days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington and such Purchasers; Provided, however, that, if costs are incurred, Contractor shall be compensated for such costs consistent with the terms and conditions pertaining to this Contract for the sixty (60) day period immediately before such transition.

4.21. CONTRACTOR represents and warrants that Contractor shall comply with the federal Occupational Safety and Health Administration (OSHA) and, if manufactured or stored in the State of Washington, the Washington Industrial Safety and Health Act (WISHA) and the standards and regulations issued thereunder, and certifies that all items furnished pursuant to this Contract shall conform to and comply with said laws, standards, and regulations.

4.22. LABOR FURNISHED. Contractor represents and warrants that all labor furnished by Contractor shall be trained journeyman level mechanics and mechanics in charge, or subcontractors, thoroughly skilled in Elevator Services. Apprentices must be registered with the National Association of Elevator Contractors (NAEC) and directly employed and supervised by Contractor. Elevator Technician Mechanic(s) and Apprentices will use all reasonable care to maintain the equipment in a proper and safe operating condition at all times.

4.23. INDUSTRY SAFETY STANDARDS. Contractor represents and warrants Contractor shall comply with current and approved elevator and/or escalator equipment industry safety standards. Contractor shall comply with the latest edition of the codes and standards enforced by the state and regulations promulgated by the American Society of Mechanical Engineers (ASME). Contractor Safety Plan for employee safe work practices that includes regular safety education given to employees, meet federal safety mandates, and steps to eliminate unsafe practices and incidents.

4.24. CONTRACTOR CERTIFICATIONS. Contractor represents and warrants Contractor shall comply with the entirety of Revised Code of Washington (RCW) 70.87, as well as codes and standards listed below or other applicable codes.

The latest edition of the following codes and standards enforced by the state at the date of the contract inception or contract renewal, shall apply:

(a) ASME A17.1 "Safety Code for Elevators and Escalators"

(b) ASME A17.2 "Inspector's Manual for Elevators and Escalators

(c) ASME A18.1 "Safety Standard for Platform Lifts and Stairway Chairlifts"

(d) Building Officials and Code Administrators (BOCA) International Inc., Basic Building Code

(e) BOCA Basic Mechanical Code

(f) National Fire Protection Association (NFPA) Code

(g) National Electric Code (NEC)

(h) Williams-Steiger Occupational Safety and Health Act of 1970 (OSHA)

(i) American Society for Testing and Materials (ASTM)

(j) Institute of Electrical and Electronics Engineers (IEEE)

(k) National Electrical Manufacturer's Association (NEMA)

(l) National Petroleum Institute (NPI)

(m) Underwriter's Laboratories, Inc. (UL), Federal Specifications

(n) American National Standard of Safety Code

5. QUALITY; WARRANTY; REMEDIES.

5.1. GOODS (PARTS) WARRANTY. Contractor warrants that, for a period of twelve (12) months from the date when the Goods are put into use, or eighteen (18) months after delivery of the Goods, whichever is later (“Goods Warranty (Parts) Period”), the Goods: (a) are free from defects in design, material, and workmanship; (b) are fit and safe for the intended purposes and appropriate for the specified application(s) (if any); (c) are consistent with recognized industry quality standards; (d) comply with the requirements, specifications, drawings, standards, and descriptions included in this Contract; and (e) are produced and delivered in full compliance with applicable law (“Goods (PARTS) Warranty”). Contractor further warrants that it has good and marketable title to the Goods and shall keep Purchaser’s property free of liens. If Purchaser receives notice of a lien caused by Contractor, Purchaser may withhold any payment otherwise due Contractor until Contractor submits proof, in a form satisfactory to Purchaser, that all lienable claims have been fully paid or waived.

5.2. GOODS (PARTS) REMEDY. If Goods do not comply with the Goods (PARTS) Warranty or any defects develop during the Goods (Parts) Warranty Period under normal use, at Purchaser’s election, Contractor promptly shall remedy the defect by removing, repairing, correcting, or replacing, and/or reinstalling any defective Goods. Contractor’s Goods (PARTS) Warranty support shall include, at Contractor’s sole expense, all technical support, parts, materials and equipment, and labor, including freight and “in/out” costs required to address the defect. If, in Purchaser’s judgment, repair or replacement is inadequate, or fails of its essential purpose, Contractor shall refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs.

5.3. SERVICES WARRANTY. Contractor warrants that: (a) Services shall be performed in a timely, efficient, and professional manner; (b) all Contractor personnel assigned to perform Elevator Services shall have the necessary skill, training, and all appliable licenses/certifications; and (c) Services shall be performed in a manner consistent with the standard of care in the industry (“Services Warranty”). The Services Warranty shall survive for a period of twelve (12) months after the date when Services are completed (“Services Warranty Period”).

5.4. SERVICES REMEDY. If Services do not comply with the Services Warranty or are in any manner found to be nonconforming during the Services Warranty Period, Contractor promptly shall remedy the non-conformance, or at Purchaser’s election, Contractor shall re-perform or correct the nonconforming Services at no additional cost to Purchaser or refund the amounts paid for the Services.

5.5. IT WARRANTY. Contractor warrants, that all hardware, software, and firmware associated with Goods or Services (“IT Goods” and “IT Services”, respectively) shall not: (a) contain any viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door, or other software code or routine designed to: (i) damage, destroy, or alter any software or hardware; (ii) reveal, damage, destroy, or alter any data; (iii) disable any computer program automatically; or (iv) permit unauthorized access to any software or hardware; (b) contain any third party software (including software that may be considered free software or open source software) that (i) may require any software to be published, accessed, or otherwise made available without the consent of Purchaser, or (ii) may require distribution, copying, or modification of any software free of charge; and (c) infringe on any patent, copyright, trademark, or other proprietary or intellectual property right of any third party or misappropriate any trade secret of any third party (“IT Warranty”). The IT Warranty shall expire twelve (12) months after the date IT Goods are delivered or IT Services are complete, as applicable.

5.6. IT REMEDY. If IT Goods or IT Services do not comply with the IT Warranty, or if any defect or non-conformance develops during the IT Warranty Period, Contractor, at Purchaser’s election, promptly shall: (a) remedy the defect by removing, repairing, correcting or replacing, and/or reinstalling any defective IT Goods; (b) re-perform or correct the non-conforming IT Services at no additional cost to Purchaser; or (c) refund the amounts paid for IT Services and IT Goods.

5.7. FAILURE TO REMEDY. If Contractor does not remedy a defect or nonconformity within ten (10) calendar days after receipt of written notice from Purchaser, or if an emergency exists rendering it impossible or impractical for Purchaser to have Contractor provide a remedy, Purchaser may, without prejudice to any other rights or remedies available to it, make or cause to be made required modifications, adjustments, or repairs, or may replace Goods, Services, IT Goods, or IT Services, in which case Contractor shall reimburse Purchaser for its actual costs or, at Purchaser’s option, Purchaser shall offset the costs incurred from amounts owing to Contractor.

5.8. EMERGENCY & TECHNICAL SUPPORT. - Contractor shall provide emergency after-hour service and telephone support, including after-hour technical support, at its own cost. Contractor shall maintain a technical support hotline to address breakdowns and safety incidents.

6. SAFETY; SECURITY; CONTRACTOR REQUIREMENTS WHILE ON PURCHASER’S PREMISES. Contractor’s failure to comply with any of the requirements in this Section shall be cause for termination.

6.1. REGULATORY REQUIREMENTS/SAFETY. Goods and/or Services supplied by Contractor shall meet all applicable health, safety, and other federal, state, local, and/or tribal regulatory requirements applicable to the Goods and/or Services.

6.2. MATERIAL SAFETY DATA SHEETS/SAFETY DATA SHEETS. As applicable, Contractor shall provide Purchaser with all appropriate current Material Safety Data Sheets (“MSDS”) and/or Safety Data Sheets (“SDS”) at the time of delivery of each shipment of Goods which requires such compliance and/or and for materials used by Contractor while performing Elevator Services pursuant to this Contract.

6.3. CLEAN-UP. If Contractor, its agents, employees, or subcontractors perform on-site Elevator Services, Contractor, at its cost, shall remove all excess materials, equipment, packaging, and garbage within the scope of its performance of Services and leave that portion of the premises in which the work was performed in a clean condition. Should Contractor fail to clean up a Site after completion of work, Purchaser shall have the right to remove the materials and set off the cost of clean up against amounts owed to Contractor.

6.4. HAZARDOUS MATERIALS. If Contractor uses chemicals or any potentially hazardous materials in the performance of Services, Contractor assumes responsibility for any loss, release, or environmental incident arising out of Contractor’s unloading, discharge, storage, handling, or disposal of any chemical or container holding potentially hazardous materials, including the use of potentially hazardous material alone or in combination with other substances, and for Contractor’s noncompliance with any related laws or regulations.

6.5. ACCIDENT AND INJURY REPORTING. If Contractor, its agents, employees, or subcontractors are present at Purchaser’s premises, Contractor promptly shall report to Purchaser in writing all injuries, accidents, property damage, near-miss incidents, or any claims regarding damages or injury involving Contractor, its agents, employees, or subcontractors occurring at such premises. Contractor agrees to cooperate and assist Purchaser in any investigation of such incidents.

6.6. ON-SITE REQUIREMENTS. As applicable, while on Purchaser’s premises or while interacting with Purchaser and/or Enterprise Services’ personnel, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Purchaser’s physical, fire, access, safety, health, and security requirements and not interfere with Purchaser’s operations. Contractor represents and warrants that Contractor, its agents, employees, or subcontractors who access Purchaser’s premises shall be adequately trained and at all times comply with Purchaser’s requirements.

6.7. IT SECURITY POLICIES. Contractor, its agents, employees, or subcontractors shall comply with all Washington State IT security policies and standards which shall be made available to Contractor upon request.

6.8. BACKGROUND CHECKS, SECURITY CLEARANCE, FINGERPRINTING, AND SECURITY AWARENESS TRAINING. All Contractor’s employees or subcontractors who provide services at facilities of the Washington State Patrol (WSP), Department of Corrections (DOC), Department of Social and Human Services (DSHS), or other similarly secure facilities of other eligible Purchasers, must pass a security background check, if required or at the request of the Purchaser. Contractors shall comply with requests for additional background checks, fingerprint, security training, and or safety requirements, to be cleared for access to Purchaser facilities.

(a) Each location may require the clearance before any individual is allowed on site.

(b) Some DOC facilities may require security clearance to be updated every ninety (90) days. Contractor shall submit required personnel information within an adequate time for completion of a security background clearance, generally fifteen (15) business days, ahead of a scheduled site visit. Contractors’ employees or subcontractors who provide service at a DOC and/or DSHS facilities may be required to attend a security briefing before working inside a facility for the first time. The briefing will cover tool control, key control, association with offenders, staff escorts, use of cell phones, pagers, cameras, tobacco products, alcohol, weapons, ammunition, contraband management, vehicles and parking, searches, emergency procedures, and other possible topics.

(c) Contractors’ employees or subcontractors who provide service a WSP facility who have unescorted access are required to complete security awareness training every two (2) years, complete a criminal history background check, complete an FBI background, and submit fingerprint forms at Contractor’s expense. Contractor shall submit required personnel information and forms within an adequate time for completion of a security background clearance, generally four (4) weeks ahead of an unescorted scheduled site visit.

7. SUBCONTRACTORS.

7.1. CONTRACTOR RESPONSIBILITY. Notwithstanding any provision to the contrary, in the event Contractor elects to utilize subcontractors to perform this Contract, Contractor shall: (a) incorporate Contractor’s responsibilities under this Contract into its subcontracts; (b) be fully responsible for the performance of any such subcontractors (regardless of tier) and ensure that subcontractors comply with each and every Contractor obligation set forth in this Contract; (c) be the sole point of contact for Enterprise Services and any Purchasers regarding all contractual matters; (d) ensure that such subcontractors are registered in WEBS; and (e) defend, indemnify, and hold Enterprise Services and Purchasers harmless in case of negligence, other tortious fault, or intentional misconduct by any such subcontractors (regardless of tier). Prior to utilizing any subcontractor to perform this Contract, Contractor shall provide written notice to Enterprise Services’ contract administrator. Such notice shall confirm that the subcontractor is registered in WEBS and provide the necessary information for Enterprise Services’ contract administrator to include such subcontractor(s) in Washington’s Purchasing Contract Management System (PCMS).

7.2. REPORTING. If Contractor is required to report to Purchaser and/or Enterprise Services, such report(s) shall include subcontractor data, by subcontractor, for any data that Contractor is required to report as well as a consolidated ‘rollup’ report combining Contractor and subcontractor data.

7.3. SUBCONTRACTOR REPRESENTATIONS AND CERTIFICATIONS. Any Contractor representations or certifications set forth in this Contract shall apply to subcontractors (at any tier) and Contractor shall not utilize any subcontractors (at any tier) who cannot provide such representations or certifications, excepting the certification to be registered with Washington’s Statewide Payee Desk, unless Purchaser shall pay such subcontractor directly.

8. USING THE CONTRACT – PURCHASES.

8.1 ORDERING REQUIREMENTS.

(a) Purchaser Request. Eligible Purchasers shall order Goods and/or Services from this Contract, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchaser but including, at a minimum, a purchase order. When practicable, Contractor and Purchaser also shall use telephone orders, email orders, web-based orders, and similar procurement methods (collectively “Purchaser Order”). All Purchase Orders must reference the Contract number. The terms of this Contract shall apply to any Purchase Order and, in the event of any conflict, the terms of this Contract shall prevail. Notwithstanding any provision to the contrary, in no event shall any ‘click-agreement,’ software or web-based application terms and conditions, or any other agreement modify the terms and conditions of this Contract.

(b) Purchaser must provide written approval before utilization of Apprentice technicians and prior to billing. The Contractor must secure and obtain written pre-approval for all Apprentice technicians.

(c) Purchaser shall provide Contractor a list of authorized representatives including at a minimum, name(s), email address(s), and phone number(s).

(d) Contractor shall deliver the Goods and/or Services according to the frequency listed in the Purchaser’s Purchase Order (monthly, quarterly or annually) for the Full Service Maintenance of Equipment. Contractor shall complete Elevator Services to the applicable service location specified in the Purchase Order. Such completed Elevator Services should occur during Purchaser’s normal work hours and within the time period unless mutually agreed in writing between Purchaser and Contractor, or during an emergency.

8.2 PERFORMANCE REQUIREMENTS. Contractor must ensure that the Goods and/or Services are delivered or provided as required by this Contract, the Purchase Order used by Purchaser, and as otherwise mutually agreed in writing between Purchaser and Contractor. All services must be performed by qualified Elevator Technician Mechanic(s) with valid licenses, certifications, and/or qualifications as legally required to perform such Elevator Services.

8.3. PURCHASER INSPECTION OF GOODS AND/OR SERVICES.

(a) Goods and/or Services purchased under this Contract are subject to Purchaser’s reasonable inspection, testing, and approval at Purchaser’s destination. Purchaser reserves the right to reject and refuse acceptance of Goods and/or Services that are not in accordance with this Contract and Purchaser’s Purchase Order.

(b) If there are any apparent defects in the Goods and/or Services at the time of service, Purchaser promptly shall notify Contractor. At Purchaser’s option, and without limiting any other rights, Purchaser may require Contractor to repair or replace, at Contractor’s expense, any or all of the damaged or defect Goods and/or Services or, at Purchaser’s option, Purchaser may note any such damage or defect on the report, decline acceptance, and deduct the cost of rejected Goods and/or Services from final payment. Payment for any Goods and/or Services under such Purchase Order shall not be deemed acceptance.

(c) If a deficiency is discovered at any time during Contractor’s performance of this Contract, Contractor, at no additional cost to Purchaser, shall correct the deficiency within ten (10) business days from notice of the deficiency.

8.4. CUSTOMER SERVICE (finalized upon award based on responses in Exhibit – B2 Performance Requirements).

(a) Contractor Customer Service Availability. Contractor shall be available by phone and/or email Monday through Friday from 6:00 am to 6:00 p.m. Pacific Standard Time (PST).

(b) Contractor Customer Service Response Time for Purchaser Inquiries for Routine Questions. Contractor shall return Purchasers’ calls and emails within ___/three (3) business days (finalized upon award).

(c) Contractor Response Time for Purchaser’s Request for a Quote. Contractor will provide Purchaser with completed quote, once Contractor has all of the relevant information, within ___/three (3) business days (finalized upon award).

(d) Contractor Acknowledgement of Purchase Order. Contractor will acknowledge purchaser orders within ___/three (3) business days (finalized upon award).

(e) Contractor Non- Emergency Appointment Requests. This outlines the timeframe for scheduling and providing the appointment details to the Purchaser. Contractor will provide Purchaser the appointment details within ___/three (3) business days (finalized upon award).

(f) Contractor Routine Response Time for Purchaser’s Repair Request. The response time is counted from the end of the phone call or when Contractor receives the email requesting repair until the technician arrives at location. A Routine Service Request is any request not deemed by Purchaser to require immediate response and resolution by Contractor. Contractor shall respond to all Routine Service Requests in accordance with the following standards:

i. Routine Service Requests shall be resolved as quickly and effectively as possible and in such a manner that the disruption of Elevator Services and inconvenience to Purchasers is absolutely minimized.

ii. Normal Work Hours (Weekdays) between 6 am and 6 pm; PST, within ___/three (3) business days (finalized upon award).

(g) Contractor Malfunctioning Response Time for Purchaser’s malfunctioning equipment. The response time is counted from the end of the phone call or when Contractor receives the email requesting repair until the technician arrives at location. A Malfunctioning Service Request is any request not deemed by Purchaser to require immediate response and resolution by Contractor. Contractor shall respond to all Malfunctioning Service Requests in accordance with the following standards:

i. Malfunctioning Service Requests shall be resolved as quickly and effectively as possible and in such a manner that the disruption of Elevator Services and inconvenience to Purchasers is absolutely minimized.

ii. Normal Work Hours (Weekdays) between 6 am and 6 pm; PST, within ___/two (2) hours (finalized upon award).

iii. Outside of Normal Work Hours between 6 pm and 6 am; PST, within ___/four (4) hours (finalized upon award).

(h) Contractor Response Time for Purchaser’s Labor & Industries (L&I) Correction Notice. The response time is counted from the end of the phone call or when Contractor receives the email requesting repair to when the technician arrives at location. An L&I correction notice is a Routine Service Request that requires immediate response and resolution by Contractor. Contractor shall respond to all L&I correction notice Requests in accordance with the following standards:

iv. L&I Correction Notice Requests shall be resolved as quickly and effectively as possible and in such a manner that the disruption of Elevator Services and inconvenience to Purchasers is absolutely minimized.

v. Normal Work Hours (Weekdays) between 6 am and 6 pm; PST, within ___/three (3) business days (finalized upon award).

(i) Emergency Service Requests Response. Emergency Service Request is defined as an entrapment, or requests for immediate service in situations that are a threat to life or limb and have potential for injury, entrapment, or serious damage to property or Equipment. Upon notification by the Purchaser of a situation, the Contractor will, by mutual agreement, immediately dispatch a technician. Emergency response time is counted from the end of the phone call requesting repair to when the Contractor's Elevator Technician Mechanic(s) arrives onsite. Contractor will keep the Purchaser informed as to the Elevator Technician Mechanic(s) estimated time of arrival and shall respond to all Emergency Service Requests in accordance with the following standards:

i. Emergency Service Requests shall be resolved as quickly and effectively as possible and in such a manner that the disruption of Elevator Services and inconvenience to users is absolutely minimized.

ii. Normal Work Hours (Weekdays) between 6 am to 6 pm, PST: __ hour and beyond the first hour, updates every __ hour/minutes (finalized upon award)

iii. Overtime Hours (all other days/hours) 6 pm to 6 am, PST: __ hour and beyond the first hour updates every ___ hour/minutes (finalized upon award)

The Contractor and the Elevator Technician Mechanic(s) will make any emergency their No. 1 priority. Emergency service calls are billable at the applicable hourly rate.

After sixty (60) minutes (or a different timeframe as negotiated upon execution of the Purchaser’s agreement), the designated Purchaser’s representative has the authority to call the local Fire Department for extractions. The Purchaser reserves the right to seek reasonable compensation or reimbursement for resources used (both material and labor) for damage caused by the Fire Department if the call to the Fire Department was caused by a failure by Contractor to respond within the time limit established.

(j) Schedule Maintenance Shutdowns:

i. Short Shut Down. Purchaser is to be informed in writing (email acceptable) at least three (3) business days in advance when equipment will be taken down for more than two (2) hours.

ii. Major Shut Down: Purchaser is to be informed in writing {email acceptable) at least one (1) week in advance when a unit will be taken down for more than one (1) day for non-emergency service and repairs.

(k) Contractor Escalation. In the event of an escalated issue, Contractor shall provide Purchaser with a status update on escalated invoice issues every five (5) business days to Purchaser until invoice corrections are resolved not to exceed 30 calendar days.

In the event of a change with the Contractor’s point of contact(s), the Contractor must inform the Contract Specialist within 15 calendar days to ensure the information is updated and posted accordingly.

(l) Contractor Invoicing Correction Commitment. In the event of an unresolved invoicing issue, Contractor shall provide Purchaser with a status update on escalated issues every five (5) business days to Purchaser until such issues are resolved.

In the event of a change with the Contractor’s point of contact(s), the Contractor must inform the Contract Specialist within 15 calendar days to ensure the information is updated and posted accordingly.

(m) Invoice Resolution. In the event of an invoicing error, Contractor shall provide to the Purchaser a corrected invoice no later than __/30 calendar days (finalized upon award) from the day the correction was requested.

(n) Contractor shall provide Purchaser with an up-to-date point of contact for Contractor and notify Purchaser of Elevator Technician Mechanic(s) and personnel changes/substitutions within seven (7) days of the change.

(o) Contractor shall notify Purchaser at least forty-eight (48) hours of scheduled changes.

9. PREVAILING WAGES. This Contract category is subject to Washington’s Prevailing Wage on Public Works Act (RCW 39.12). Accordingly, for work pursuant to this Contract, Contractor (including any subcontractors), unless exempt, shall pay all workers employed in the performance of any part of the work in accordance with RCW 39.12 and the…