81697-SPEC-Yakima County FMA Re-bid WM.pdf

www.vdassoc.com

SECTION 14 01 20

OWNER’S FORM OF VERTICAL TRANSPORTATION

MAINTENANCE AGREEMENT AND SPECIFICATIONS

FOR FULL COVERAGE

ON

THREE (3) TRACTION PASSENGER ELEVATORS &

ONE (1) HYDRAULIC PASSENGER ELEVATOR

AT

VARIOUS LOCATIONS -

YAKIMA COUNTY

YAKIMA, WA

DATE: October 13, 2026

VDA NO.: 81697/ ZG

Elevator Contractor:

REFERENCE

http://www.vdassoc.com/

Various Locations - Yakima County 14 01 20 - i Elevator Yakima, WA VDA No. 81697 10/13/2026

TABLE OF CONTENTS

PART 1 - GENERAL CONDITIONS

1.1 AGREEMENT INTENT

1.2 DEFINITIONS OF TERMS

1.3 ABBREVIATIONS AND SYMBOLS

1.4 AGREEMENT COVERAGE

1.5 HOURS OF WORK

1.6 SOLE RESPONSIBILITY

1.7 OWNER’S RIGHT TO CORRECT WORK

1.8 SERVICE/REPAIR TIMEFRAME

1.9 COMPENSATION

1.10 SUBSCRIPTION / LICENSING FEES

1.11 BREAKDOWN, MALFUNCTION OR DAMAGE

1.12 TRASH/OIL REMOVAL

1.13 SUSTAINABILITY REQUIREMENTS

1.14 GRATUITIES/LOST AND FOUND

1.15 LABOR ACTIONS

1.16 USE OF PATENTED MATERIALS

1.17 GENERAL OBLIGATIONS

1.18 COMMUNICATION

1.19 SUBSEQUENT EQUIPMENT MODERNIZATIONS/ALTERATIONS/UPGRADES

1.20 NOTICE BY AUTHORITY OR COMPANY TO REPAIR OR REPLACE

1.21 RECORD KEEPING

1.22 RECORD DRAWINGS

1.23 REPORTS BY CONTRACTOR

1.24 PRICE ADJUSTMENT

1.25 INSURANCE COVERAGE

1.26 INDEMNIFICATION

1.27 CANCELLATION

1.28 NOTICES

1.29 PAYMENT/TERMS

1.30 INVOICING

1.31 NON-PAYMENT

1.32 ERRORS AND OMISSIONS

1.33 LABOR LAWS

1.34 BACKGROUND CHECKS

1.35 ASSIGNMENTS

1.36 FORCE MAJEURE

1.37 CONTRACTOR’S LICENSE

1.38 WAIVER

1.39 ATTORNEYS’ FEES

1.40 LIMITATION OF LIABILITY

1.41 AGREEMENT DESIGN

1.42 SEVERABILITY AND REFORMATION

1.43 SURVIVABILITY

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PART 2 - PRODUCTS AND SERVICES

2.1 SCHEDULED PREVENTATIVE MAINTENANCE LABOR

2.2 MAINTENANCE OF ELEVATOR EQUIPMENT COVERAGE

2.3 CLEANING

2.4 PAINTING

2.5 INSPECTIONS / TESTS

2.6 CALLBACK SERVICE (24 HOURS, 7 DAYS PER WEEK)

2.7 OWNER’S RIGHT TO MONITOR CONTRACTOR SERVICE AND PERSONNEL

2.8 CONFIDENTIALITY

2.9 SECURITY

2.10 OBSOLESCENCE

2.11 SCHEDULED SERVICE PROCEDURES

PART 3 - EXECUTION AND SUPPLEMENTAL REQUIREMENTS

3.1 PERFORMANCE TIMES, LEVELING, AND CONTRACT SPEED

3.2 PARTS INVENTORY AND WIRING DIAGRAMS

3.3 MATERIALS AND WORKMANSHIP

3.4 EQUAL OPPORTUNITY

3.5 PROTECTION OF WORK AND PROPERTY

3.6 REPRESENTATION

3.7 TRANSITION PLAN

3.8 CALLBACK GUARANTEES

3.9 MINIMUM HOUR GUARANTEES

3.10 TESTING GUARANTEES

3.11 RELIABILITY GUARANTY

3.12 VIOLATIONS

3.13 CHANGES IN SCOPE

ALTERNATE NO. 1

EXHIBIT A

EXHIBIT B

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DIVISION 14 – CONVEYING EQUIPMENT

14 00 00 Conveying Equipment

14 01 00 Maintenance of Conveying Equipment

14 01 20 – Maintenance of Elevators – Full Coverage Agreement and Specifications

This Maintenance Agreement ("Agreement"), effective [Date] (the "Effective Date"), is made by and between

Yakima County ("Owner") and [Contractor Name] ("Contractor"). Owner hereby retains Contractor to provide maintenance and service for the vertical transportation systems at the property, as further detailed in the scope of work described herein.

Elevator No. Unit Type Capacity Speed (FPM)

PE1, Court House Traction 2,500 350

PE2, Court House Traction 2,500 350

PE3, Count Jail Hydraulic 4,000 150

1180, GAB Traction 2,500 200

PART 1 - GENERAL CONDITIONS

1.1 AGREEMENT INTENT

A. The purpose of this agreement is to state and define the terms and conditions under which the Contractor shall provide full comprehensive maintenance and repair services for the vertical transportation systems identified, and the terms and conditions under which the Owner shall compensate the Contractor for such services rendered.

B. It is the intent of this Agreement to ensure all requirements, procedures, tests, inspections, service practices, component repairs, equipment renewals, system adjustments, filing procedures and recording documentation as referenced, mandated or otherwise implied herein are all inclusive, and to guarantee to the Owner that the absence or omission of a particular item of work, service or procedure shall not alleviate the Contractor of the sole responsibility to provide such labor, expertise, materials, equipment, services or other procedures applicable to the Agreement and practical requirements unless same is specifically excluded, or prorated herein.

C. Minimum standards and requirements for services to be rendered shall be performed in accordance with the original equipment manufacturer (OEM) specifications, Maintenance Control Program, and relative time periods. Where there is no specific requirement for a preventive maintenance procedure, Various Locations - Yakima County 14 01 20 - 2 Elevator the OEM standard shall be employed unless no relevant documentation is available. The absence of both a contract requirement herein and the OEM design standard shall cause the Contractor to engage the services of a qualified engineer to formulate the relative standards and incorporate same as an addendum to this agreement with the Professionals' Seal and Stamp.

1.2 DEFINITIONS OF TERMS

A. The term “Owner,” as used herein, refers to the person, organization, corporation, or other entity representing the building’s ownership or acting with authority as the Owner’s agent. The term "Owner" includes any individual or entity with legal authority to act on behalf of the building owner in relation to the management, coordination, and purchase of services under this Agreement. This includes, but is not limited to, hired agents and designated representatives.

B. The term “Authority,” “Governing Authority (GA),” “Authority Having Jurisdiction (AHJ),” or references of similar import, as used herein, shall mean the local government agency responsible for enforcement of vertical transportation Safety Codes and local laws or their designated representative, private inspection agency, consultant or other licensed designee.

C. The term “Contractor,” “Elevator Contractor” or “Vendor” as used herein, refers to any persons, partners, firm, corporation or officers of such companies having an agreement with the Owner to furnish qualified labor and materials for the execution of the services and maintenance work described herein.

D. The term “Subcontractor,” as used herein, refers to any persons, partners, firm, or corporation having materials and/or labor for the execution of the work herein described.

E. The term “Consultant,” as used herein, refers to VDA.

F. The term “Agreement,” “Contract” or “Contract Documents,” as used herein, consists of this specific document, pages 1 to 41; and any alternates, addenda, or substitutions as may be referenced under Exhibits or Riders approved by the parties for the final execution of the Agreement.

1.3 ABBREVIATIONS AND SYMBOLS

A. Abbreviations for associations, institutions, societies, reference documents and/or governing agencies, which may appear in this Contract Document, shall mean the following:

ADA Americans With Disabilities Act AHJ Authority Having Jurisdiction AIA American Institute of Architects ANSI American National Standards Institute ASME American Society of Mechanical Engineers BOCA Building Officials and Code Administrators International, Inc. (Basic National Building

Code) EPA Environmental Protection Agency GA Governing Agency

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NEC National Electrical Code OSHA Occupational Safety and Health Administration

1.4 AGREEMENT COVERAGE

A. The entire vertical transportation system(s) shall be maintained as hereinafter described, in accordance with the following detailed terms. Trained employees of the Contractor will use all reasonable care to keep the systems in proper adjustment and in safe operating condition, in accordance with all applicable codes, ordinances, and regulations.

B. The specifications are written in the singular with the understanding identical work, materials, and equipment shall be provided for all vertical transportation units identified unless otherwise specified.

C. With the exception of only those items specifically identified as being performed by others, the specifications are intended to include all engineering, material, including hydraulic oil, hoist ropes, suspension belts, etc., labor, testing, and inspections needed to achieve work specified by the contract.

Inasmuch as it is understood that any incidental work necessary to execute the Agreement is also covered by the Contract specifications, the Contractor is cautioned to familiarize himself with the existing equipment and job site conditions. Additional charges for material or labor shall not be permitted subsequent to execution of the Contractual Agreement for work, services, or procedures covered herein.

D. Maintenance coverage shall include, but is not limited to, preventive services, callback services, inspection and testing services, repairs and/or direct replacement component renewal procedures, and housekeeping.

1.5 HOURS OF WORK

A. All scheduled work shall be performed during regular working hours of the regular working days of the elevator trade, 6:00 A.M. to 5:00 P.M., Monday through Friday, except union-designated holidays.

Contractor to provide a list of union-designated holidays.

B. Scheduled repairs and/or other major adjustment procedures necessitating removal of a piece of equipment from service for an extended period of time must be scheduled through the Owner.

1. Owner retains the right to have such work completed during overtime hours with the understanding the Contractor shall pay for the regular labor portion and the Owner extraordinary obligation is extra premium labor costs only.

2. Callback services shall be made available twenty-four (24) hours per day, seven (7) days per week, including weekends and holidays as further specified herein.

C. Travel time for all billable callback services shall be capped at 1.0 hours (round-trip) per callback for actual travel. No additional travel and/or sundries fees will be permitted.

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1.6 SOLE RESPONSIBILITY

A. The maintenance work shall be performed only by Certified Technicians and Mechanics directly employed and supervised by the Contractor, who are experienced and skilled in maintaining vertical transportation units similar to those to be maintained under this Contract and shall not be assigned or transferred to any agent or subcontractor without the express consent of the Owner.

B. It is mutually agreed that the Contractor shall not be under any obligation hereunder to make any repairs or replacements except those incidental to the normal operation of the machinery, and that the Contractor is not required under this Contract to make repairs or replacements necessitated by reason of malicious damage, fire, including non-elevator component electrical fire, which are the result of causes beyond Contractor's control. All repairs, if necessitated by this paragraph, will be performed at the fees indicated in Exhibit A.

1. It is mutually agreed that the Contractor shall make any and all repairs or replacements caused by Contractor's improper repair, negligent or willful acts or omissions at Contractor’s expense.

2. Any disagreement regarding repairs noted by the contractor as outside of normal wear and tear or operation will be reviewed and resolved by an elevator consultant designated by the Owner.

1.7 OWNER’S RIGHT TO CORRECT WORK

A. Should the Contractor fail to perform any replacements, repairs, or upgrades (outside of mutually agreed backordered parts), within one hundred (120) days, the Owner may cancel the said service, and no amount shall be due the Contractor thereunder. If the Contractor fails to perform satisfactory work to the Owner, the Owner may elect to have work corrected by another qualified Contractor, and the cost may be deducted from the Contract at the Owner’s option.

1.8 SERVICE/REPAIR TIMEFRAME

A. Any service or repair that requires a single technician or team shall be performed within three (3), working days, excluding weekends and/or holidays. If parts needed are not in stock, or are special order, the date the Contractor receives the parts will be the start of the ten (10)-day requirement for completion of the service or repairs. Confirmation for receiving parts/materials can be requested by the Elevator Contractor, Vendor, Owner, Consultant, or manufacturer.

1. Should the Owner request the work be performed on weekends and/or holidays, the Owner shall only pay the overtime premium portion of the service or repairs. REFERENCE

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1.9 COMPENSATION

A. Payment for services rendered shall be made on a monthly basis, within thirty (30) days of the end of each billing period. In addition, Owner shall pay any tax imposed upon the Contractor by existing or future law, as due in conjunction with the services rendered or purchase of materials used to provide the services. No additional travel and/or sundries fees will be permitted.

1. Payment for callback services shall be included in the monthly lump sum price for procedures performed during regular working hours of regular working days of the elevator trade. If overtime services are requested, Owner shall only pay for the bonus (overtime) portion of such hours applicable. Base labor hours shall be included in the monthly maintenance price with extra charges limited to the premium labor portion of work approved by the Owner.

a. Contractor is required to verify with authorized caller or an (Owner/Management Representative) if overtime services are approved before dispatching technician(s); if services are not approved, and services are rendered on overtime, Owner is not responsible for additional overtime charges.

b. Any calls placed to the Contractor on or before 3:30 p.m. Monday through Friday, with the exception of a Legal Holiday for the International Union of Elevator Constructor’s (IUEC) and not serviced until after 5:00 p.m. will not be charged to the Owner.

c. Calls not answered after hours which result in the unit(s) being shut down for extended periods of time may result in the Owner withholding monthly payment until such instances are discussed between the two parties.

d. Payments for monthly service will be based on compliance with the entire maintenance Agreement herein including the following:

1) Monthly maintenance records must be updated and kept on site in the Code required Maintenance Control Program (MCP) to include any Contractors Monthly PM Check Chart(s).

2) All site visits, regardless of their nature, shall result in the Contractor’s employees leaving onsite a time ticket of work performed in such an area designated by the Owner.

1.10 SUBSCRIPTION / LICENSING FEES

A. Any subscription and/or licensing fees for two-way audio-visual communication monitoring services shall be included with no extra charge to the Owner.

1.11 BREAKDOWN, MALFUNCTION OR DAMAGE

A. Immediately upon the Contractor's discovery of any damage or signs of disrepair, mechanical breakdown or malfunction of, or cracks or breaks in any item to be repaired hereunder, they shall advise the Owner and the Contractor shall place such "Out of Order" or warning signs as are appropriate with necessary

Various Locations - Yakima County 14 01 20 - 6 Elevator barricades or other required protection as directed by the Owner. Such signs will be furnished by the Contractor upon request of the Owner and shall remain in place until necessary repairs are completed.

1.12 TRASH/OIL REMOVAL

A. The Contractor shall remove daily from the building, all garbage, debris, and other waste materials (whether solid or liquid) arising out of or in connection with its operations hereunder, and any such garbage, debris and other waste materials not immediately removed shall be temporarily stored in a clean and sanitary condition, approved by the Owner, in suitable garbage and waste receptacles, also approved by the Owner and shall be kept covered except when filling or emptying them. The Contractor shall exercise care in removing such garbage, debris, and other waste materials from the building. The manner of such storage and removal shall always be subject in all respects to the continual approval of the Owner. No equipment or facilities of the Owner shall be used in such removal unless with its prior consent in writing. No such garbage, debris or other waste materials shall be permitted to be thrown, discharged, or disposed into or upon the streets bounding the Site of Work.

B. Equipment or oil removal shall be the responsibility of the service Contractor and shall be recycled or disposed of in an environmentally friendly manner in accordance with EPA regulations. All costs are to be incurred by the Contractor.

1.13 SUSTAINABILITY REQUIREMENTS

A. The Contractor agrees to dispose of the aforementioned equipment and rubbish in accordance with any and all applicable federal, state, and municipal environmental regulations, and further accepts all liability that may result from handling and/or disposing of said material at no cost to the Owner. The contractor shall implement sound practices for recycling and disposal in an ecofriendly manner of old equipment and materials to include packaging and shipping supplies.

B. When requested, the contractor shall submit a detailed sustainability program to the Owner for review that includes documenting and monitoring of the processes. The sustainability program shall encompass a sound waste/recycling management plan that identifies and categorizes the different types of materials, proper storage, removal and disposal or recycling on this project to minimize the environmental impact. In addition, to Environmental Training, Chemical Storage and Spill Containment, the program shall include, but is not limited to, proper containment and disposal of Batteries, Bulbs, Electronics, including data deletion, New & Used Oil, Solvents, Paints, Aerosols, Cathode Ray Tubes, Paper and Plastic.

1.14 GRATUITIES/LOST AND FOUND

A. No personnel employed in performing the Work shall solicit or accept gratuities, for any reason whatsoever, from passengers, tenants, customers, or other persons at the Site of the Work. Any articles found by such employees at the Site of the Work shall be immediately turned over to the office of the Owner. The Contractor shall instruct their employees (and shall cause any Subcontractor’s to instruct their employees) in the provision of this numbered clause.

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1.15 LABOR ACTIONS

A. Whenever any labor strike, slowdown, work stoppage, picketing or other labor action which might interfere with the performance of the Contract, occurs at the Site of the Work as a result of the Contractor's (or its Subcontractor's) utilization of particular means, methods or manpower to perform the Work required by this Contract, the Contractor shall pursue all remedies which are appropriate and available to him to avoid such interference including, but not limited to the utilization of supervisory and other non-union employees trained in the proper maintenance and repair of the equipment.

1.16 USE OF PATENTED MATERIALS

A. The right to use all patented material, composition of matter, manufacturers, apparatus, or appliances required in connection with this Contract shall be obtained by the Contractor without separate or additional compensation.

B. The Contractor shall indemnify the Owner and their agents against and save them harmless from all loss and expense incurred in the defense, settlement or satisfaction of any claims in the nature of patent infringement arising out of or in connection with the Owner's use, in accordance with the preceding paragraph of this numbered clause, of such patentable subject matter or patented material, manufacturer’s and/or their composition of matter, apparatus or appliances. If requested by the Owner, and if notified promptly in writing of any such claim, the Contractor shall conduct all negotiations with respect to and defend such claims without expense to the Owner.

1.17 GENERAL OBLIGATIONS

A. Except with the prior written approval of the Owner, or as specifically authorized or required elsewhere herein, the Contractor shall not erect, maintain, or display any signs, posters, or advertising at the Site of the Work. Interior signs affecting public safety and security shall be in accordance with guidelines established by the Owner and shall be subject to the approval of the Owner.

B. In order to effectuate the policy of the Owner, the Contractor shall comply with all provisions of federal, state, municipal, local and departmental laws, ordinances, rules, regulations and orders which affect the Contract and the performance thereof, except where stricter requirements are contained in these Specifications, in which event the latter requirements shall apply. The Contractor shall apply for any permits, licenses, or variances in the name of or on behalf of the Owner, where required by law or, by the immediately preceding sentence, shall obtain express written approval from the Governing Authority.

C. The Contractor shall provide qualified labor or other assistance on behalf of the Owner for work performed by other trades, professionals, inspectors, and Owner personnel when conditions warrant or upon request of the Owner. The Owner shall approve all requests for the Contractor's labor assistance and, when applicable, shall approve requests for additional compensation by the Contractor under "Extra Work" provisions included herein.

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1.18 COMMUNICATION

A. CHECK IN / OUT PROCEDURES: Carefully follow the check-in procedures for the facility. Proper identification badges must be worn always while in the building. Keys must be signed out and returned daily.

B. CUSTOMER REPRESENTATIVE: A representative of the Contractor will be available to discuss with the Owner the vertical transportation needs in the areas of modernization, traffic handling ability, recommendations, and requirements of Government Authorities, proper use, and care of the units.

C. MEETING WITH OWNER: Account Representative shall meet with Owner as requested. The meeting should consist of the following agenda items: (1) status of the account, (2) review of the prior month's activities, (3) review of any problem areas, and (4) occupancy level review. Owner shall prepare and distribute minutes for these meetings.

D. REPORTS: Contractor shall provide as requested, detailed reports of the previous month’s or quarter’s or annual activities including details by unit of all callbacks, repairs, testing, preventive maintenance along with dates, reason for unit out of service, time taken out of service, task performed (PM, callback, repair, etc.), resolution to any problems, time placed back in service, total time out of service and a listing of all credits to be issued as a result of non-compliance with the requirements of this specification.

E. DATA COLLECTION: Contractor shall coordinate with VDA representatives to provide the necessary application programming interface (API) between VDA’s VERIFY or such similar system with Contractor’s portal for the routine collection of data to fulfill the requirements under this Contract within ninety (90) days of Contract execution. Should the required data and/or systems change throughout the term of this Contract, the Contractor shall be responsible for making the necessary adjustments to their system(s). The cost of setting up, maintaining, or modifying the system shall be included in the price of this Contract.

1. Should the protocol fail or be disrupted, the Contractor shall be responsible for submitting the data electronically outside of the system in a format acceptable to VDA and/or the Owner.

2. Should VDA and/or the Owner’s designee elect to receive data outside of the interface system noted above, the Contractor shall submit the data electronically in a format acceptable to the Owner.

3. During the interface phase outlined above, the Contractor is responsible for submitting the data monthly.

4. All data submitted to VDA and/or the Owner shall be submitted by the tenth (10th) of the following month.

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1.19 SUBSEQUENT EQUIPMENT MODERNIZATIONS/ALTERATIONS/UPGRADES

A. Full comprehensive service and repair coverage shall be included under the terms of this Agreement when equipment and/or component systems represented herein are modified or upgraded.

B. Such changes in equipment necessitating continuing full maintenance coverage may be initiated by the Owner under a separate voluntary extra cost upgrading Agreement with or without this Contractor’s permission or direct authorization and involvement before the work is performed.

C. Modernized or otherwise upgraded systems and parts thereof shall automatically be included under the terms of this full comprehensive Agreement, whether such components are specifically identified or not, without extra cost to the Owner.

1.20 NOTICE BY AUTHORITY OR COMPANY TO REPAIR OR REPLACE

A. The Contractor shall comply with all written recommendations of the Governing Authority or independent inspectors, consultants, and insurance carriers employed by the Owner. However, Contractor is not required under this Contract to install new attachments or parts different from those now constituting the equipment, as recommended or directed by insurance companies, Government Authorities, or otherwise.

1.21 RECORD KEEPING

A complete permanent record of inspections, maintenance, lubrication, and callback service, including a Maintenance Control Program (MCP) shall be kept in the machine room or other designated location at the site of work, per the requirements of ASME A17.1 and the local AHJ. These records are to be available to Owner at all times. The records shall indicate the reason the mechanic was in the building, arrival and departure time, the work performed, etc., and these records will be property of the Owner.

Record keeping requirements shall include Contractor-assigned maintenance personnel and scheduled preventive maintenance procedures, inspections, tests, and third-party-assisted examinations. Records shall be kept on site for the life of the equipment. Upon request, a copy of the records shall be provided to the Owner. The Contractor will interface with and utilize the Owner's web-based maintenance software and shall maintain up-to-date records of all activities related to the elevator. The Owner will provide all necessary system training.

A. Contractor shall provide to the Owner monthly / quarterly / annual detailed reports of the previous months / quarters / period as requested activities including details by unit of all callbacks, repairs, testing, and preventive maintenance along with dates, reason for car out of service, time taken out of service, task performed (PM, callback, repair, etc.), resolution to any problems, time placed back in service, total time out of service, and a listing of all credits to be issued as a result of non-compliance with the requirements of this Agreement.

1. Callback events and preventative maintenance records will be delivered to Owner on a monthly basis via electronically transmitted, mailed, or via OEM online service no later than the tenth 10th of the following month.

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1.22 RECORD DRAWINGS

A. Contractor shall provide and maintain two (2) complete sets of updated electrical wiring diagrams and control schematic drawings on file with the building, and they are to become the property of the Owner for each group and/or individual system.

1.23 REPORTS BY CONTRACTOR

A. The Contractor shall, at any time during the term of this Contract, upon written request of the Owner, render a report of inspections, repairs or replacements made by the Contractor at the premises herein, itemized as to parts installed or services performed, and supply samples of lubricants, compounds, or other materials employed.

1. Contractor shall prepare and issue all required forms and/or reports relative to examinations, tests and inspections as specified herein.

1.24 PRICE ADJUSTMENT

A. Labor Contracts and Overtime:

1. It is further understood and agreed that the Contractor shall furnish to the Owner in duplicate, a copy of their current labor contract and any subsequent labor contracts effective during the term of this Contract pertaining to elevator maintenance personnel, and the Contractor further agrees to furnish any additional information concerning overtime charges to the Owner at any time upon request.

B. The Contractor shall be entitled to a review of their labor and material costs for the purpose of adjusting the maintenance fee thirty (30) days prior to the annual renewal date of this Agreement each year.

C. Upon submission of proof satisfactory to the Owner that the Contractor's actual labor and/or material costs for performance of service have changed, the monthly price for service coverage shall be adjusted in an amount equal to the established variance based on the following formula:

1. Eighty percent (80%) of the current fee shall be used to represent the labor portion of the contract.

2. Twenty percent (20%) of the current fee shall be used to represent the material portion of the contract.

D. The current labor portion of the contract shall be increased or decreased by the percentage of increase or decrease of the current straight-time hourly rate for a mechanic, compared with same rate used for the previous year’s labor portion of the agreement.

1. The initial base labor cost amount is $ . This represents the cost of the maintenance mechanic’s hourly wage with associated cost of fringe benefits. (No additional overhead or profit.)

[AMOUNT TO BE ENTERED BY THE CONTRACTOR AT THE TIME OF AWARD]

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E. The current materials portion of the contract shall be adjusted based on the established monthly difference in the “Producer Commodity Prices for Wholesale Metals and Metal Products Index” as published by the United States Department of Labor, Bureau of Labor Statistics, during the month within such adjustment occurs for comparison.

1. Using March 2026 as the base month, the material factor is 370.936.

F. Annual adjustments shall be effective the first day of the new Contract year and shall remain unchanged for the next twelve (12) months.

G. Notwithstanding anything to the contrary, the maximum annual increase shall not be more than three percent (3%) of the total contracted payment for the preceding Contract year.

1.25 INSURANCE COVERAGE

A. Prior to commencing any Services or entering onto the Property, and throughout the duration of the Services and any additional period specified in this Agreement, Contractor shall, at its sole cost and expense, obtain, provide evidence of, and maintain all insurance coverages required by Yakima County Facilities Services, including insurance coverage equal to or better than the coverages and limits set forth in this section. Such insurance shall protect Contractor and the Ownership Parties from claims, damages, costs, liabilities, and expenses that actually or allegedly arise out of, result from, or relate to:

• Services, attempted Services, or failure to perform Services by Contractor, its subcontractors, or anyone directly or indirectly employed or retained by them, or for whom they may be liable;

• Products or completed Services;

Coverage shall include, but not be limited to, claims arising from:

1. Workers’ compensation, disability benefits, and other employee benefit laws;

2. Bodily injury, occupational sickness or disease, or death of Contractor’s employees;

3. Bodily injury, sickness, disease, or death of any third party;

4. Personal injury or advertising injury offenses;

5. Employment-related offenses;

6. Property damage, including loss of use of damaged or undamaged property;

7. Bodily injury or property damage arising out of the ownership, maintenance, use, loading, or unloading of any motor vehicle;

8. Contractual liability, including liability arising from Contractor’s indemnification obligations under this Agreement (with no “action over” exclusions);

https://www.bls.gov/regions/mid-atlantic/data/producerpriceindexmetals_us_table.htm

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9. Any combination or variation of the above, whether occurring during the performance of Services, attempted Services, or after completion.

Coverage for completed operations shall remain in effect for at least three (3) years after final acceptance of Contractor’s work by Owner, or for the duration of any applicable warranty period, whichever is longer.

B. All insurance policies shall include a severability of interests clause (or “separation of insureds”), treating each insured as if separately insured. To the fullest extent permitted by law, all policies shall include a waiver of subrogation in favor of the Ownership Parties.

C. Insurance shall be written on an occurrence basis by insurers authorized to transact business in the state where the Property are located, with a current A.M. Best rating of at least A- / VIII, or equivalent rating from a nationally recognized rating agency acceptable to Owner.

Except for Workers’ Compensation, Employers’ Liability, Disability Insurance, and Professional Liability (if applicable), all insurance policies shall:

• Name the Ownership Parties as additional insureds on a primary and non-contributory basis;

• Include coverage for ongoing operations, products, and completed operations;

• Provide protection for claims, suits, demands, proceedings, damages, judgments, liabilities, costs, and expenses arising from the acts or omissions of Contractor, its subcontractors, suppliers, or anyone directly or indirectly employed by or acting on behalf of any of them.

Self-insurance or self-insured retentions are not permitted unless expressly approved in writing by Owner or Manager.

D. Prior to performing any Services or entering the Property(ies), Contractor shall provide certificates of insurance acceptable to Owner, evidencing all required coverage and limits. Contractor shall provide renewal certificates before any policy expires.

Upon request, Contractor shall provide complete and certified copies of any policy within five (5) business days. All certificates must reflect coverage consistent with this Agreement and be made available to Owner throughout the term of this Agreement and any required extension period.

E. The insurance requirements stated in this Agreement shall not limit Contractor’s liability or obligations, including its indemnification obligations, in any way. If Contractor maintains insurance with limits greater than those required under this Agreement, the higher limits shall apply, and the Ownership Parties shall be entitled to the full benefit of such limits.

a. Commercial General Liability Insurance on an Occurrence basis including: Bodily Injury, Property Damage including Personal Injury and death.

1) “Per Project” endorsement.

2) Broad form property damage liability.

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3) Blanket Contractual Liability including contractual liability assumed by this contract.

4) Independent Contractors Protective Liability coverage. The minimum limit for

Comprehensive Liability insurance coverage shall be:

a) Each Occurrence: $1,000,000

General Aggregate: $2,000,000 including “Per Project” endorsement Products & Completed Operations Aggregate: $1,000,000

b) Excess liability limits of not less than:

Each Occurrence: $4,000,000 Coverage to follow form of underlying policies.

c) Worker’s Compensation Insurance - In accordance with the statutory limits.

d) Employer’s Liability Insurance – With a minimum limit of not less than:

Bodily Injury by Accident: $1,000,000 each accident Bodily Injury by Disease: $1,000,000 each employee Bodily Injury by Disease: $1,000,000 policy limit

e) Statutory State Disability Benefits Insurance covering all persons employed by the Contractor in connection with this contract.

F. The foregoing insurance policies shall be primary to any other insurance which may be carried by the Owner and shall name Owner as additional insured with a specific policy endorsement as follows:

Yakima County Facilities Services

VDA, Inc. and its affiliates and subsidiaries

G. Certificates of Insurance evidencing such coverage shall be filed with the Owner prior to the commencement of the contract and renewal of insurance certificates shall be furnished prior to the expiration of any coverage herein.

H. The policies shall contain a provision giving Owner at least a thirty (30)-day prior written notice of any change or cancellation of such insurance, in the event of cancellation of Non-Payment of Premium, in which a ten (10)-day notice will be provided. This notice will be included on the Certificate of Insurance.

I. All insurance must be with a licensed and Admitted (licensed for Surplus Lines is not acceptable) insurance carrier with and maintain no less than, A.M. Best’s rating of “A-, size VII,” and shall be acceptable insurance carriers subject to the discretion of the Owner.

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J. The Contractor agrees that the required insurance is not intended to limit the Contractor’s liability in the event the Contractor is deemed to be negligent in causing bodily injury or property damage during the course of its operation.

K. The Contractor will, at its own expense, maintain physical damage insurance in the amounts and against the perils desired by the Contractor on all property owned or rented by the Contractor. The Contractor hereby waives its rights of recovery against the Owner for any damage or loss to property of any kind which is owned or rented by Contractor or for which the Contractor is liable.

1.26 INDEMNIFICATION

A. To the maximum extent permissible under applicable law, Contractor shall defend, indemnify, and hold harmless the Ownership Parties, from and against any and all claims, demands, losses, damages, injuries (including death) to any persons (including, without limitation, anyone employed, or subcontractor engaged, directly or indirectly, by Contractor, Manager or Owner), liabilities, costs, expenses, judgments, liens, encumbrances, orders and awards, including, without limitation, claims against any such Ownership Party for express or implied indemnity or contribution arising by reason of any of the above (collectively, the “Claims”), together with reasonable attorneys’ and consulting fees, investigation fees, and litigation expenses, to which an Ownership Party may become subject by reason of any acts or omissions of Contractor or any of its employees or subcontractors, or anyone else claiming by, through or under Contractor, in connection with this Agreement or the Services. Notwithstanding anything to the contrary herein, to the extent that applicable law prohibits indemnification for claims arising out of the sole negligence of an Ownership Party, Contractor’s indemnity obligations under this Agreement shall be limited accordingly, and Contractor shall have no obligation to indemnify any Ownership Party for such sole negligence. Contractor shall promptly satisfy and discharge any judgment that may be rendered against an Ownership Party as a result of any such Claims.

The foregoing indemnity shall not be limited in any way by any insurance requirements or by any other provision of this Agreement, nor by any limitation on the amount or type of damages, compensation, proceeds, or benefits payable by or for Contractor, its employees, subcontractors, materialmen, laborers, agents, or representatives under any insurance policies, workers’ compensation laws, disability benefit laws, or other employee benefit laws. Notwithstanding the foregoing, Contractor’s indemnity obligations shall apply only to the extent arising out of the acts or omissions of Contractor or its subcontractors.

Contractor’s indemnification obligations under this Agreement may not be transferred or assigned to any subcontractor. If Contractor engages any subcontractors to perform Services under this Agreement, Contractor shall require each such subcontractor to indemnify, defend, and hold harmless the Ownership Party, but only to the extent permitted by applicable law and limited to claims arising out of such subcontractor’s own acts or omissions.

B. Contractor expressly agrees and acknowledges that, in the event of any Claim(s) by an employee of Contractor or an employee of Contractor’s subcontractors, suppliers, or anyone directly or indirectly employed or contracted by any of them, or anyone for whose acts any of them may be liable, against Ownership Parties, Contractor’s indemnification and contribution obligations pursuant to this contract or otherwise shall not be limited in any way by any amount or type of damages, compensation, or

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To the extent permitted by law, Contractor further expressly agrees that, in the event of any Claim(s) by an employee of Contractor, or an employee of any subcontractor or supplier, against the Ownership Parties, Contractor acknowledges that, notwithstanding any federal, state, or local laws, ordinances, or acts—including workers’ compensation acts, disability acts, employee benefit acts, or otherwise— Contractor may be subject to claims for contribution and/or indemnification by the Ownership Parties only to the extent such claims arise from the acts or omissions of Contractor or its subcontractors.

C. Contractor acknowledges receipt of consideration for the undertakings in this Agreement, including this provision. In case any action or claim in which the Owner, Manager or their respective directors, officers, partners, employees, agents, successors, or assigns are entitled to indemnification because of actions or allegations brought (or asserted in any way) against the Contractor, the Contractor will immediately notify the Owner and Manager and will furnish the Owner and Manager with all relative information.

D. The Owner and Manager will be entitled to approve defense counsel and to the extent that either wishes in its sole discretion, to participate in or assume the defense thereof.

E. The provisions of this (Indemnification section) will survive the expiration or termination of this Agreement.

1.27 CANCELLATION

A. The Owner shall have the right to cancel this Contract upon at least thirty (30) days prior written notice to the Contractor of its election to do so without penalty for the following:

1. Elective upgrading of apparatus awarded to another vendor.

2. Substandard services and/or poor maintenance practices as confirmed by the Consultant or other qualified professional.

3. Failure to comply with Governing Authority directives and/or citations.

4. Cost analysis completed prior to expiration date.

B. For the purposes of this maintenance Agreement, if the Owner finds fault in the Contractor’s performance, the Owner shall notify the Contractor, citing the examples of default, and this communication will be presented via certified mail. The Owner will then allow the Contractor thirty (30) days from the date of receipt of the certified letter for the Contractor to reasonably cure said defaults.

C. In addition to the rights provided in paragraph “A” hereunder, the Owner shall have the right to cancel this Contract immediately, upon the occurrence of any of the following contingencies: bankruptcy of the Owner or Contractor, mortgage foreclosure, condemnation, destruction, or transfer or conveyance of Title to the premises in which the subject equipment is located or the premises in which the subject equipment is located is rendered unusable in the opinion of the Owner.

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D. Cancellation of this Agreement prior to the expiration date shall entitle the Contractor to payment for services rendered up to and including the date of cancellation; and the Owner shall not be responsible for any expenses or subsequent costs that may be incurred by the Contractor as a result of an early cancellation or standard Contract Agreement expiration.

1.28 NOTICES

A. All notices to be given under the Contract shall be in writing and addressed to the party to be notified, postage prepaid, by registered or certified mail, return receipt requested, or by delivering the same in person to such party. All notices shall be deemed to have been given as of the date of delivery indicated on the return receipt or date of failure to deliver by reason of changed address of which no notice was given or refusal to accept delivery, or when personally delivered. Any party or person to whom notices are to be sent or given pursuant to the Contract may, by notice to all such other parties or persons mentioned herein, change its address for the giving of notices, provided, however, that a notice of change of address shall be deemed effective only when received by the addressee. Notices to be given hereunder shall be sent or delivered to:

Contractor:

Owner:

(Building Entity, if applicable) Yakima County Facilities Services 18 East Lincoln Avenue Yakima, Washington 98901

1.29 PAYMENT/TERMS

A. This service will be furnished from [TO BE ENTERED BY THE CLIENT] for the period of Five (5) years. All replacement parts, repairs, adjustments, and associated services, as specified herein, shall be supplied, installed, performed, and conducted at the Contractor's sole cost and expense unless otherwise specified herein.

1. Automatic Renewal:

a. The Owner shall have the right to renew this Agreement on a year-to-year basis upon expiration of the initial Contract period. All terms, conditions, and provisions shall remain intact.

b. There will be no automatic Renewal unless Owner authorizes in writing or as outlined below to prevent lapse in service coverage.

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2. The Owner agrees to pay the Contractor on a monthly basis, the fee of Dollars ($ ) [TO BE ENTERED BY THE CONTRACTOR] during the term of this Agreement, subject to price adjustments as specified herein.

a. Monthly invoices shall indicate the base monthly portions of the Contract amount due under the Agreement for maintenance services.

b. Any state or local tax charges, which may be applicable, are not included in the monthly fee indicated and shall be itemized on the monthly billing invoice statement accordingly.

c. Extraordinary work and/or other work, as approved by the Owner, shall be invoiced separately upon completion and acceptance of the work or other services performed.

3. In order to prevent any lapse in service coverage, this Agreement shall automatically renew on a month-to-month basis upon expiration of the initial Contract period. All terms, conditions, and provisions shall remain intact. Either party may provide thirty (30)-day written notice to cancel the contract during the month-to-month period.

1.30 INVOICING

A. Invoices for preventive maintenance, callbacks, upgrades, and authorized repairs outside of this Contract shall be submitted through a mutually agreed process with the “Owner or Owners Representative and the Contractor

1. Invoices for authorized work shall be itemized to include labor hours and parts.

2. Except otherwise noted within this Contract, any authorized work that includes parts and/or materials shall not exceed 15%, including shipping.

3. Invoices shall not exceed the proposal amount without prior written approval.

4. Invoices must be submitted within sixty (60) days of the completion of the work unless prior written authorization is approved by the Owner.

5. Disputed invoices shall be submitted by the Contractor in writing, within forty-five (45) days of the date on the invoice.

6. Disputed invoices shall be resolved within forty-five (45) days of the dispute.

7. Invoices submitted after sixty (60) days from the date of work being completed may be authorized by the Owner as no charge.

1.31 NON-PAYMENT

A. The Owner may have the Contractor’s work and systems’ performance operations checked monthly to ensure the Contractor is performing in accordance with this Contract. If the work requirements are not maintained, the Owner will retain the monthly payment to the Contractor until the Consultant verifies that the work and/or operating performance is back to standard. If three (3) consecutive months of substandard maintenance is noted, the Owner has the right to immediately cancel the Contract without notice to the Contractor.

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B. The Consultant or Owner may withhold approval for payment on any request to such extent as may be necessary to protect the Owner from loss on account of:

1. Negligence on the part of the Contractor to execute the work properly or failure to perform any provisions of the Contract. The Owner, after three (3) days written notice and/or email to the Contractor, may, without prejudice to any other remedy, make good such deficiencies and may deduct the cost of remedy from the maintenance Contract.

2. Claims filed or reasonable evidence indicating probable filing of claims due to the Contractor’s failure to perform.

3. Failure of Contractor to make payments properly to subcontractors for material and labor used to fulfill contractual requirements.

4. Damage to the building and/or equipment as a result of work performed or another subcontractor’s failure to perform.

1.32 ERRORS AND OMISSIONS

A. Contractor shall notify the Owner and Consultant in writing regarding any necessary services, coverage or items which may have been omitted from the maintenance Contract specifications and any irregularities, discrepancies or duplications that could affect the full comprehensive intent of the Agreement.

1. Any duplication of work or coverage is specified as a means of demonstrating the Contract requirements, but such duplication, if any, is…