Appendix B: B1 Sample Contract

Contract Number S-5850

for

HVAC Maintenance Services

between the

Office of the Secretary of State

and

_________________

Effective Date: __________

Appendix B: B1 Sample Contract

Table of Contents

1. Definition of Terms ............................................................................................................................. 1

Contract Term
2. Term .................................................................................................................................................... 3

Pricing, Invoice And Payment

3. Pricing ................................................................................................................................................. 4
4. Payment ............................................................................................................................................... 4
5. Taxes ................................................................................................................................................... 5
6. Invoice and Payment ........................................................................................................................... 5
7. Overpayments to Contractor ............................................................................................................... 6

Contractor’s Responsibilities
8. Services and Statement of Work ......................................................................................................... 6
9. Commencement of Work .................................................................................................................... 6
10. Site Security ........................................................................................................................................ 6
11. Use of OSOS Property ........................................................................................................................ 6
12. Access to Equipment ........................................................................................................................... 6
13. Additional Services ............................................................................................................................. 6
14. Contractor Commitments, Warranties and Representations ............................................................... 7

Contract Administration
15. Legal Notices ...................................................................................................................................... 7
16. OSOS Project Manager ....................................................................................................................... 7
17. Contractor Account Manager .............................................................................................................. 8
18. Order of Precedence ............................................................................................................................ 8
19. Entire Agreement ................................................................................................................................ 8
20. Authority for Modifications and Amendments ................................................................................... 8
21. Independent Status of Contractor ........................................................................................................ 9
22. Governing Law.................................................................................................................................... 9
23. Subcontractors ..................................................................................................................................... 9
24. Assignment.......................................................................................................................................... 9
25. Publicity .............................................................................................................................................. 9
26. Review of Contractor’s Records ....................................................................................................... 10
27. Right of Inspection ............................................................................................................................ 10

General Provisions
28. Save Harmless ................................................................................................................................... 10
29. Insurance Coverage ........................................................................................................................... 10
30. Industrial Insurance Coverage ........................................................................................................... 12
31. Licensing Standards .......................................................................................................................... 12
Appendix B: B1 Sample Contract

32. Compliance with Civil Rights Laws ................................................................................................. 12

33. Severability ....................................................................................................................................... 12
34. Waiver ............................................................................................................................................... 13
35. Contractor’s Proprietary Information ................................................................................................ 13

Disputes and Remedies

36. Disputes ............................................................................................................................................. 13
37. Non-Exclusive Remedies .................................................................................................................. 13
38. Failure to Perform ............................................................................................................................. 14
39. Limitation of Liability ....................................................................................................................... 14

Contract Termination
40. Termination for Default .................................................................................................................... 14
41. Termination for Convenience............................................................................................................ 15
42. Termination for Withdrawal of Authority ......................................................................................... 15
43. Termination for Non-Allocation of Funds ........................................................................................ 15
44. Termination for Conflict of Interest .................................................................................................. 15
45. Termination Procedure ...................................................................................................................... 15
46. Covenant Against Contingent Fees ................................................................................................... 16

Contract Execution
47. Authority to Bind .............................................................................................................................. 16
48. Counterparts ...................................................................................................................................... 17

Exhibits
Exhibit A: RFQQ 18-01 ..................................................................................................................... 18
Exhibit B: Contractor's Response to RFQQ 18-01............................................................................. 19
Exhibit C: Equipment Inventory ........................................................................................................ 20
Exhibit D: Statement of Work ............................................................................................................ 21
Appendix B: B1 Sample Contract

CONTRACT NUMBER S-5850

for
HVAC Maintenance Services
Office of the Secretary of State
for
Computer Room at Point Plaza East, Building One
6880 Capitol Blvd. SE
Tumwater, Washington 98501

This Contract (“Contract”) is entered into by and between the Office of the Secretary of State
(“OSOS”), and ___________________ (“Contractor”), for the purpose of providing HVAC
Maintenance Services of system located in the computer room and on the roof at the Point Plaza
East, Building One located at 6880 Capitol Blvd. SE, Tumwater, WA. 98501.
This Contract is a preventive-maintenance service Contract which includes scheduled intensive
preventive activities, such as changing belts and filters, cleaning indoor and outdoor coils,
lubricating motors and bearings, cleaning and maintaining cooling towers, testing control
functions and calibration.
The Office of the Secretary of State (OSOS), issued a Request for Qualifications and Quotations
(RFQQ 18-01) dated August 1, 2017, (Exhibit A) for the purpose of obtaining HVAC
Maintenance Services for the HVAC system in the computer room and on roof.
___________________ submitted a timely Response to OSOS’ RFQQ 18-01 (Exhibit B).
NOW THEREFORE, OSOS awards to ________________ this Contract, the terms and
conditions of which shall govern Contractor’s furnishing to OSOS HVAC Maintenance Services
at Point Plaza East, Building One located at 6880 Capitol Blvd. SE, Tumwater, WA. 98501. This
Contract is not for personal use.
IN CONSIDERATION of the mutual promises as hereinafter set forth, the parties agree as
follows:
1. Definition of Terms
The following terms as used throughout this Contract shall have the meanings set forth below.

“Business Days and Hours” shall mean Monday through Friday, 8:30 a.m. to 5:00 p.m., Pacific
Time, except for holidays observed by the state of Washington.

“Contract” shall mean this document, all schedules and exhibits, Statements of Work, and all
amendments hereto.

“Contractor” shall mean ___________________, its employees and agents. Contractor also
includes any firm, provider, organization, individual, or other entity performing the business
activities under this Contract.

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Appendix B: B1 Sample Contract

“Contractor Account Manager” shall mean a representative of Contractor who is assigned as

the primary contact person whom the OSOS Project Manager shall work with for the duration of
this Contract and as further defined in the section titled Contractor Account Manager.

“OSOS” or “Office of the Secretary of State” shall mean the Washington State Office of the
Secretary of State or the Agency.

“OSOS Project Manager” shall mean that person designated by OSOS to administer this
Contract on behalf of OSOS.

“Effective Date” shall mean the first date this Contract is in full force and effect. It may be a
specific date agreed to by the parties; or, if not so specified, the date of the last signature of a
party to this Contract.

“Emergency Maintenance” shall mean the same as Non-Scheduled Services & Repairs, below,
but may require more immediate action on the part of the Contractor.

“Equipment” shall mean the HVAC Equipment located in computer room and on the roof at
6880 Capitol Blvd. SE, Tumwater, WA 98501; see Exhibit C.

“Exhibit A” shall mean RFQQ 18-01.

“Exhibit B” shall mean _____________’s Response to RFQQ 18-01.

“Exhibit C” shall mean the Equipment Listing for the computer room at 6880 Capitol Blvd. SE,
Tumwater, WA 98501.

“Exhibit D” shall mean the “Statement of Work” as defined below.

“HVAC” or “Heating, Ventilation and Air Conditioning” shall mean the technology of indoor
environmental comfort. HVAC system design is a major sub discipline of mechanical
engineering, based on the principles of thermodynamics, fluid mechanics and heat transfer.

Environmental Control for Computer Room whereby the air conditioner absorbs heat from the
IT room and removes it from the room in the form of heated liquid water/glycol solution. The
heated liquid then flows via pumps to an outdoor radiator with a fan where the heat is expelled.

“Key Personnel” shall mean the Contractor’s staff to provide work or services as per the
Contractor’s Response to OSOS’ RFQQ.

“Non-Scheduled Services & Repairs” shall mean on-site, un-scheduled maintenance or report
of equipment and/or software which is not operating properly, which, in OSOS’ sole opinion,
requires immediate maintenance services.

“Preventive Maintenance” shall mean pre-planned, periodic, inspection, testing and

maintenance, including all adjustments or parts replacement or other services required to keep the
equipment and software in proper working order consistent with original manufacturer
specifications and recommendations.

“Price” shall mean charges, costs, rates, and/or fees charged for the services under this Contract
and shall be paid in United States dollars.

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Appendix B: B1 Sample Contract

“Product(s)” shall mean any Contractor-supplied equipment and documentation.

“Proprietary Information” shall mean information owned by Contractor to which Contractor

claims a protectable interest under law. Proprietary Information includes, but is not limited to,
information protected by copyright, patent, trademark, or trade secret laws.

“RCW” shall mean the Revised Code of Washington. All references to RCW chapters or
sections shall include any successor, amendment, or replacement statue.

“RFQQ” shall mean the Request for Qualifications and Quotations used as a solicitation
document to establish this Contract, including all its amendments and modifications, Exhibit A,
hereto.

“Response” shall mean Contractor’s Response to OSOS’s RFQQ 18-01 for HVAC Maintenance
Services, Exhibit B hereto.

“Services” shall mean those services provided by the Contractor relating to HVAC maintenance
and any related services that are appropriate to this Contract’s Statement of Work, Exhibit D, and
includes both Preventive Maintenance and Non-Scheduled Services & Repairs work.

“State” shall mean the State of Washington.

“Subcontractor” shall mean one not in the employment of Contractor, who is performing all or
part of the business activities under this Contract under a separate contract with Contractor.
Subcontractors are not allowed under this Contract without permission, in writing, from the
OSOS Project Manager.

“Split Air Conditioner System” shall mean a split air conditioner of two main parts: the outdoor
unit and the indoor unit. The outdoor unit is installed on the roof. The unit houses the compressor,
condenser coil and the expansion coil or capillary tubing. The indoor unit contains the cooling
coil, a long blower and an air filter.

“Washington Administrative Code” or “WAC” shall mean the “rules” or “administrative

rules” designed to help the Washington state public comply with state laws, processes, and other
requirements. All references to WAC chapters or sections shall include any successor, amended,
or replacement regulation.

2. Term of the Contract

The Contract initial term begins October 1, 2017 or execution date, whichever is later, and
continues through the Contract end date of June 30, 2019.
This Contract’s term may be extended by three (3) additional one (1) year terms, provided that
the extensions shall be at OSOS’ option and shall be effected by OSOS giving written notice of
its intent to extend this Contract to Contractor not less than thirty (30) calendar days prior to the
then-current Contract term’s expiration and Contractor accepting such extension prior to the then-
current Contract term’s expiration. The total term of this Contract shall not exceed four (4) years
nine (9) months. No change in terms and conditions shall be permitted during these extensions
unless specifically agreed to in writing.

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3. Pricing and Total Compensation

Contractor agrees to provide services at the all inclusive rates set forth below:

Preventive Maintenance Services – Rate

Non-Scheduled Services & Repairs – Service Rate During Business

Hours

Non-Scheduled Services & Repairs – Service Price During Non-

Business Hours

Non-Scheduled Services & Repairs – Supply and Part Mark up

The Preventive Maintenance Services Rate includes any Annual Maintenance services as detailed
in the Statement of Work.
Rates may not be increased during the initial term of the Contract.
If Contractor reduces its rates for any of the services during the term of this Contract, OSOS shall
have the immediate benefit of such lower rates for new purchases. Contractor shall send notice to
the OSOS Project Managerwith the reduced rates within fifteen (15) Business Days of the
reduction taking effect
At least ninety (90) calendar days before the end of the specified Contract term, Contractor may
propose service rate increases by written notice to OSOS Project Manager adjustments will be
taken into consideration by OSOS Project Manager when determining whether to extend this
Contract.
Contractor agrees that all the rates, terms, warranties, and benefits provided in this Contract are
comparable to or better than the terms presently being offered by Contractor to any other
governmental entity purchasing the same quantity under similar terms. If during the term of this
Contract, Contractor shall enter into contracts with any other governmental entity providing
greater benefits or more favorable terms than those provided by this Contract, Contractor shall be
obligated to provide the same to OSOS for subsequent purchases.
The Total Compensation for the intial term of this Contract shall not exceed ___________.

4. Payment
Payment will be made by warrant or account transfer within thirty (30) days after satisfactory
completion of services or upon receipt of a properly completed invoice, whichever is later.
Satisfactorily completed is defined as having all the information required for processing by OSOS
Financial Services. In addition to a Federal Tax ID number, the Contractor must provide OSOS a
Statewide Vendor Number (SWV#). Payment cannot be made without these numbers on file.
The Contract number S-5850 and Statewide Vendor number must be referenced on each
reimbursement claim in order for the claim to be processed. No payments shall be made in
advance.

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5. Taxes
Contractor will pay sales tax, if any, imposed on the Services acquired hereunder. Contractor
must pay all other taxes including, but not limited to, Washington Business and Occupation Tax,
other taxes based on Contractor’s income or gross receipts, or personal property taxes levied or
assessed on Contractor’s personal property. OSOS, as an agency of Washington State
government, is exempt from property tax.
Contractor shall complete registration with the Washington State Department of Revenue and be
responsible for payment of all taxes due on payments made under this Contract.
All payments accrued on account of payroll taxes, unemployment contributions, any other taxes,
insurance, or other expenses for Contractor or Contractor’s staff shall be Contractor’s sole
responsibility.

6. Invoice and Payment

Contractor shall submit properly itemized invoices to the OSOS Project Manager at PO Box
40220, Olympia, WA 98504-0220.

Scheduled Preventive Maintenance and Non-Scheduled Services & Repairs shall be invoiced
separately, not invoiced more than monthly, and provide and itemize the following, as applicable:
 OSOS Contract Number S-5850;
 Contractor name, address, phone number, and Federal Tax Identification
Number;
 Description of Services provided, including a list of services provided, and any
applicable parts;
 Date(s) that Services were provided, including number of hours worked;
 Contractor’s Price for Services;
 Net invoice Price for each Service;
 Applicable taxes;
 Other applicable charges;
 Total invoice Price; and
 Payment terms, including any available prompt payment discounts.
Payments shall be due and payable within thirty (30) calendar days after provision and acceptance
of satisfactory performance of services or thirty (30) calendar days after receipt of properly
prepared invoices, whichever is later.
Incorrect or incomplete invoices will be returned by OSOS to Contractor for correction and
reissue.
The OSOS Contract Number S-5850 must appear on all bills of lading, packages, and
correspondence relating to this Contract.
OSOS shall not honor drafts, nor accept goods on a sight draft basis.
If OSOS fails to make timely payment, Contractor may invoice OSOS one percent (1%) per
month on the amount overdue or a minimum of one dollar ($1). Payment will not be considered
late if payment is deposited electronically in Contractor’s bank account or if a check or warrant is
postmarked within thirty (30) calendar days of acceptance of the Services or receipt of
Contractor’s properly prepared invoice, whichever is later.

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Appendix B: B1 Sample Contract

7. Overpayments to Contractor
Contractor shall refund to OSOS the full amount of any erroneous payment or overpayment under
this Contract within thirty (30) days’ written notice. If Contractor fails to make timely refund,
OSOS may charge Contractor one percent (1%) per month on the amount due, until paid in full.

8. Services and Statement of Work (SOW)

Contractor shall provide services and staff, and otherwise do all things necessary for or incidental
to the performance of work as set forth in Exhibit D, incorporated herein, and any future
amendments, or other mutually agreed upon modifications executed pursuant to this Contract.

9. Commencement of Work
Contractor is responsible for scheduling Preventive Maintenance services by calling the OSOS
Project Manager, and requesting specific dates. No work shall commence until the dates and
times have been agreed upon between the parties.

10. Site Security

While on OSOS’ premises, Contractor, its agents, or employees shall conform in all respects with
physical, fire or other security regulations as well as possess identification which shows the
individual as representing the Contractor. Contractor must assure all assigned Contractor staff
pass comprehensive background checks, including a Contractor pre-employment
background/reference check.

11. Use of OSOS Property

Any OSOS property furnished to the Contractor shall be used only for the performance of this
Contract. The Contractor shall be responsible for loss or damage to property of OSOS during the
period it has been entrusted to the Contractor or its employees. The Contractor shall return such
property to OSOS in like condition to that in which it was furnished to the Contractor prior to
settlement upon completion or termination of this Contract.

12. Access to Equipment

Contractor, its agents, delegates, representatives or employees, shall have access at reasonable
times to the Equipment on OSOS premises or elsewhere requiring the specified Services, at no
charge to the Contractor.

13. Additional Services

OSOS may, at its sole option, acquire additional Services from the Contractor as needed to
upgrade or modify the HVAC Equipment identified herein. No additional services shall be
rendered by the Contractor without approval of the OSOS Project Manager and confirmed with
an OSOS authorized Purchasing Order (PO). Pricing for such additional services shall be as
negotiated by the parties. Such additional services shall include warranty periods for parts and
for labor.

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Appendix B: B1 Sample Contract

14. Contractor Commitments, Warranties and Representations

Any written commitment by Contractor within the scope of this Contract shall be binding upon
Contractor. Failure of Contractor to fulfill such a commitment may constitute breach and shall
render Contractor liable for damages under the terms of this Contract. For purposes of this
section, a commitment by Contractor includes: (i) Prices, discounts, and options committed to
remain in force over a specified period of time; and (ii) any warranty or representation made by
Contractor or contained in any Contractor or manufacturer publications, written materials,
schedules, charts, diagrams, tables, descriptions, other written representations, and any other
communication medium accompanying or referred to or used to effect the sale to OSOS.

15. Legal Notices

Any notice or demand or other communication required or permitted to be given under this
Contract or applicable law shall be effective only if it is in writing and signed by the applicable
party, properly addressed, and either delivered in person, or by a recognized courier service, or
deposited with the United States Postal Service as first-class mail, postage prepaid , certified
mail, return receipt requested, to the parties at the addresses provided in this section. For purposes
of complying with any provision in this Contract or applicable law that requires a “writing,” such
communication, when digitally signed with a Washington State Licensed Certificate, shall be
considered to be “in writing” or “written” to an extent no less than if it were in paper form.
To Contractor at: To OSOS at:
Mike Huntley
Office of the Secretary of State
Operations Division
PO Box 40220
Olympia, WA 98504-0220
Phone: Phone: 360-725-0290
E-mail: E-mail: [email protected]
Notices shall be effective upon receipt or four (4) Business Days after mailing, whichever is
earlier. The notice address as provided herein may be changed by written notice given as provided
above.
In the event that a subpoena or other legal process commenced by a third party in any way concerning
the Services provided pursuant to this Contract is served upon Contractor or OSOS, such party agrees
to notify the other party in the most expeditious fashion possible following receipt of such subpoena or
other legal process. Contractor and OSOS further agree to cooperate with the other party in any lawful
effort by the other party to contest the legal validity of such subpoena or other legal process
commenced by a third party.

16. OSOS Project Manager

OSOS shall appoint an OSOS Project Manager for this Contract and will provide oversight of the
activities conducted hereunder. OSOS Project Manager will be the principal contact for
Contractor concerning business activities under this Contract. OSOS shall notify Contractor, in
writing, when there is a new OSOS Project Manager assigned to this Contract.

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Appendix B: B1 Sample Contract

OSOS Project Manager: Mike Huntley

Address: Office of the Secretary of State
Operations Division
PO Box 40220
Olympia, WA 98504-0220
Phone: 360-725-0290
E-mail: [email protected]

17. Contractor Account Manager

Contractor shall appoint an Account Manager for OSOS’s account under this Contract who will
provide oversight of Contractor activities conducted hereunder. Contractor’s Account Manager
will be the principal point of contact for OSOS concerning Contractor’s performance under this
Contract. Contractor shall notify the OSOS Project Manager, in writing, when there is a new
Contractor Account Manager assigned to this Contract. The Contractor Account Manager
information is:
Contractor Project Manager:
Address
Phone:
Email:

18. Order of Precedence

In the event of any inconsistency in this Contract, the inconsistency shall be resolved in the
following order of precedence:

 Applicable federal and state statutes, laws, and regulations;

 Sections of this Contract;
 Exhibit D – Statement of Work (SOW);
 OSOS’ RFQQ 18-01, dated August 1, 2017;
 Contractor’s Response to OSOS’ RFQQ 18-01 dated ___________; and
 The terms and conditions contained on OSOS’ order documents, if used, for non-
scheduled services and repairs.

19. Entire Agreement

This Contract sets forth the entire agreement between the parties with respect to the subject
matter hereof and except as provided in the Section 14. entitled Contractor Commitments,
Warranties and Representations, understandings, agreements, representations, or warranties
not contained in this Contract or a written amendment hereto shall not be binding on either
party. Except as provided herein, no alteration of any of the terms, conditions, delivery, price,
quality, or Specifications of this Contract will be effective without the written consent of both
parties.

20. Authority for Modifications and Amendments

No modification, amendment, alteration, addition, or waiver of any section or condition of this
Contract or any SOW under this Contract shall be effective or binding unless it is in writing and
signed by OSOS individual who has the express authority to alter, amend, modify, add, or waive

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Appendix B: B1 Sample Contract

any section or condition of this Contract or SOW on behalf of OSOS and Contractor Contracting
Officers.

21. Independent Status of Contractor

In the performance of this Contract, the parties will be acting in their individual, corporate or
governmental capacities and not as agents, employees, partners, joint venturers, or associates of
one another. The parties intend that an independent contractor relationship will be created by this
Contract. The employees or agents of one party shall not be deemed or construed to be the
employees or agents of the other party for any purpose whatsoever. Contractor shall not make any
claim of right, privilege or benefit which would accrue to an employee under Chapter 41.06 RCW
or Title 51 RCW.

22. Governing Law

This Contract shall be construed and interpreted in accordance with the laws of the State of
Washington, and the venue of any action brought hereunder shall be in the Superior Court for
Thurston County, Washington.

23. Subcontractors
Contractor may, with prior written permission from OSOS, which consent shall not be
unreasonably withheld, enter into subcontracts with third parties for its performance of any part of
Contractor’s duties and obligations. In no event shall the existence of a subcontract operate to
release or reduce the liability of Contractor to OSOS for any breach in the performance of
Contractor’s duties. For purposes of this Contract, Contractor agrees that all Subcontractors shall be
held to be agents of Contractor. Contractor shall be liable for any loss or damage to OSOS,
including but not limited to personal injury, physical loss, or harassment of OSOS employee
occasioned by the acts or omissions of Contractor’s Subcontractors, their agents or employees. The
Publicity and Review of Contractor’s Records sections of this Contract shall apply to all
Subcontractors.

24. Assignment
With the prior written consent of OSOS Project Manager, which consent shall not unreasonably
withheld, Contractor may assign this Contract including the proceeds hereof, provided that such
assignment shall not operate to relieve Contractor of any of its duties and obligations hereunder,
nor shall such assignment affect any remedies available to OSOS that may arise from any breach
of the sections of this Contract, Statements of Work, or warranties made herein including but not
limited to, rights of setoff.

25. Publicity
The award of this Contract to Contractor is not in any way an endorsement of Contractor or
Contractor’s Services by OSOS and shall not be so construed by Contractor in any advertising or
other publicity materials.
Contractor agrees to submit to OSOS, all advertising, sales promotion, and other publicity
materials relating to this Contract and Services furnished by Contractor wherein OSOS’ name is
mentioned, language is used, or Internet links are provided from which the connection of OSOS’

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name therewith may, in OSOS’ judgment, be inferred or implied. Contractor further agrees not to
publish or use such advertising, sales promotion materials, publicity or the like through print,
voice, the World Wide Web, and other communication media in existence or hereinafter
developed without the express written consent of OSOS prior to such use.

26. Review of Contractor’s Records

Contractor shall maintain books, records, documents and other evidence relating to this Contract,
including but not limited to Minority and Women’s Business Enterprise participation, and
accounting procedures and practices which sufficiently and properly reflect all direct and indirect
costs of any nature invoiced in the performance of this Contract. Contractor shall retain all such
records for six (6) years after the expiration or termination of this Contract. Records involving
matters in litigation related to this Contract shall be kept for either one (1) year following the
termination of litigation, including all appeals, or six (6) years from the date of expiration or
termination of this Contract, whichever is later.
All such records shall be subject at reasonable times and upon prior notice to examination,
inspection, copying, or audit by personnel so authorized by the OSOS’ Project Managerand/or the
Office of the State Auditor and federal officials so authorized by law, rule, regulation or contract,
when applicable, at no additional cost to the State. During this Contract’s term, Contractor shall
provide access to these items within Thurston County. Contractor shall be responsible for any
audit exceptions or disallowed costs incurred by Contractor.
Contractor shall incorporate in its subcontracts this section’s records retention and review
requirements.
It is agreed that books, records, documents, and other evidence of accounting procedures and
practices related to Contractor’s cost structure, including overhead, general and administrative
expenses, and profit factors shall be excluded from OSOS’s review unless the cost or any other
material issue under this Contract is calculated or derived from these factors.

27. Right of Inspection

Contractor shall provide right of access to its facilities to OSOS, or any of OSOS’s officers, or to
any other authorized agent or official of the state of Washington or the federal government, at all
reasonable times, in order to monitor and evaluate performance, compliance, and/or quality
assurance under this Contract.

28. Save Harmless

Contractor shall defend, indemnify, and save OSOS harmless from and against any claims,
including reasonable attorneys’ fees resulting from such claims, by third parties for any or all
injuries to persons or damage to property of such third parties arising from intentional, willful or
negligent acts or omissions of Contractor, its officers, employees, or agents. Contractor’s
obligation to defend, indemnify and save OSOS harmless shall not be eliminated or reduced by
any alleged concurrent OSOS negligence.

29. Insurance Coverage

The Contractor is to furnish OSOS with a certificate of insurance executed by a duly authorized
representative of each insurer, showing compliance with the insurance requirements set forth
below.

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Appendix B: B1 Sample Contract

The Contractor shall, at Contractor’s own expense, obtain and keep in force insurance coverage,
which shall be maintained in full force and effect during the term of the contract. The Contractor
shall furnish evidence in the form of a Certificate of Insurance that insurance shall be provided,
identifying OSOS as the Certificate Holder, and a copy shall be forwarded to the OSOS within
fifteen (15) days of the contract effective date.

Liability Insurance
Commercial General Liability Insurance (CGL): Contractor shall maintain general liability
insurance and, if necessary, commercial umbrella insurance, with a limit of not less than $1,000,000
per occurrence/$2,000,000 general aggregate. If CGL insurance contains aggregate limits, the
general aggregate limit shall be at least twice the “each occurrence” limit. CGL insurance shall
have products-completed operations aggregate limit of at least two times the “each occurrence”
limit. CGL insurance shall be written on ISO occurrence from CG 00 01 (or a substitute form
providing equivalent coverage). All insurance shall cover liability assumed under an insured
contract (including the tort liability of another assumed in a business contract), and contain
separation of insured’s (cross liability) condition.

Additionally, the Contractor is responsible for ensuring that any subcontractors provide adequate
insurance coverage for the activities arising out of subcontracts.

Business Auto Policy: As applicable, the Contractor shall maintain business auto liability and, if
necessary, commercial umbrella liability insurance with a limit not less than $1,000,000 per
accident. Such insurance shall cover liability arising out of “Any Auto.” Business auto coverage
shall be written on ISO form CA 00 01, 1990 or later edition, or substitute liability form providing
equivalent coverage.

Employers Liability (“Stop Gap”) Insurance

In addition, the Contractor shall buy employers liability insurance and, if necessary, commercial
umbrella liability insurance with limits not less than $1,000,000 each accident for bodily injury by
accident or $1,000,000 each employee for bodily injury by disease.

Additional Provisions
Above insurance policy shall include the following provisions:
 Additional Insured. OSOS, its elected and appointed officials, agents and employees shall
be named as an additional insured on all general liability, excess, umbrella and property
insurance policies. All insurance provided in compliance with this contract shall be primary
as to any other insurance or self-insurance programs afforded to or maintained by the state.
 Cancellation. OSOS shall be provided written notice before cancellation or non-renewal of
any insurance referred to therein, in accord with the following specifications. Insurers subject
to 48.18 RCW (Admitted and Regulation by the Insurance Commissioner): The insurer shall
give the state 45 days advance notice of cancellation or non-renewal. If cancellation is due
to non-payment of premium, the state shall be given 10 days advance notice of cancellation.
Insurers subject to 48.15 RCW (Surplus lines): The state shall be given 20 days advance
notice of cancellation. If cancellation is due to non-payment of premium, the state shall be
given 10 days advance notice of cancellation.
 Identification. Policy must reference the state’s contract number and the agency name.

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 Insurance Carrier Rating. All insurance and bonds should be issued by companies admitted
to do business within the state of Washington and have a rating of A-, Class VII or better in
the most recently published edition of Best’s Reports. Any exception shall be reviewed and
approved by OSOS, the risk manager for the state of Washington, before the contract is
accepted or work may begin. If an insurer is not admitted, all insurance policies and
procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-
15 WAC.
 Excess Coverage. By requiring insurance herein, the state does not represent that coverage
and limits will be adequate to protect Contractor and such coverage and limits shall not limit
Contractor’s liability under the indemnities and reimbursements granted to the state in this
contract.

Workers’ Compensation Coverage

The Contractor will at all times comply with all applicable workers’ compensation, occupational
disease, and occupational health and safety laws, statutes, and regulations to the full extent
applicable. The state will not be held responsive in any way for claims filed by the Contractor or
their employees for services performed under the terms of this contract.

30. Industrial Insurance Coverage

Prior to performing work under this Contract, Contractor shall provide or purchase industrial
insurance coverage for its employees, as may be required of an “employer” as defined in Title 51
RCW, and shall maintain full compliance with Title 51 RCW during the course of this Contract.
OSOS will not be responsible for payment of industrial insurance premiums or for any other
claim or benefit for Contractor, or employee of Contractor, which might arise under the industrial
insurance laws during the performance of duties and services under this Contract.

31. Licensing Standards

Contractor shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements and standards necessary in the performance of this Contract. (See, for
example, Chapter 19.02 RCW for state licensing requirements and definitions.)

32. Compliance with Civil Rights Laws

During the performance of this Contract, Contractor shall comply with all federal and applicable
state nondiscrimination laws, including but not limited to: Title VII of the Civil Rights Act, 42
U.S.C. §12101 et seq.; the Americans with Disabilities Act (ADA); and Title 49.60 RCW,
Washington Law Against Discrimination. In the event of Contractor’s noncompliance or refusal
to comply with any nondiscrimination law, regulation or policy, this Contract may be rescinded,
canceled, or terminated in whole or in part under the Termination for Default sections, and
Contractor may be declared ineligible for further contracts with OSOS.

33. Severability
If any term or condition of this Contract or the application thereof is held invalid, such invalidity
shall not affect other terms, conditions, or applications which can be given effect without the
invalid term, condition, or application; to this end the terms and conditions of this Contract are
declared severable.

12
Appendix B: B1 Sample Contract

34. Waiver
Waiver of any breach of any term or condition of this Contract shall not be deemed a waiver of
any prior or subsequent breach. No term or condition of this Contract shall be held to be waived,
modified, or deleted except by a written instrument signed by the parties.

35. Contractor’s Proprietary Information

Contractor acknowledges that OSOS is subject to chapter 42.56 RCW and that this Contract shall
be a public record as defined in chapter 42.56 RCW. Any specific information that is claimed by
Contractor to be Proprietary Information must be clearly identified as such by Contractor. To the
extent consistent with chapter 42.56 RCW, OSOS shall maintain the confidentiality of all such
information marked Proprietary Information. If a public disclosure request is made to view
Contractor’s Proprietary Information, OSOS will notify Contractor of the request and of the date
that such records will be released to the requester unless Contractor obtains a court order from a
court of competent jurisdiction enjoining that disclosure. If Contractor fails to obtain the court
order enjoining disclosure, OSOS will release the requested information on the date specified.

36. Disputes
Except as otherwise provided in the Contract, when a bona fide dispute arises between OSOS and
Contractor and it cannot be resolved by direct negotiation, either party may request a dispute
hearing with the Agent. The request for a dispute hearing must:
a. be in writing;
b. state the disputed issue(s);
c. state the relative positions of the parties;
d. state Contractor’s name, address, and contract number; and
e. be mailed to the Agent and the other party’s (respondent’s) Contract Manager within 3
working days after the parties agree that they cannot resolve the dispute.
f. The respondent shall send a written answer to the requester’s statement to both the agent
and the requester within 15 working days.
g. The Agent shall review the written statements and reply in writing to both parties within
10 working days. The Agent may extend this period if necessary by notifying the parties.
h. The parties agree that this dispute process shall precede any action in a judicial or quasi-
judicial tribunal.
Nothing in the Contract shall be construed to limit the parties’ choice of a mutually acceptable
Alternate Dispute Resolution method in addition to the dispute resolution procedure outlined
above.

Nothing in this contract shall be construed to limit the parties’ choice of a mutually acceptable
alternate dispute resolution method in addition to the dispute resolution procedure outlined above.

37. Non-Exclusive Remedies

The remedies provided for in this Contract shall not be exclusive but are in addition to all other
remedies available under law.

13
Appendix B: B1 Sample Contract

38. Failure to Perform

If Contractor fails to perform any substantial obligation under this Contract, OSOS shall give
Contractor written notice of such Failure to Perform. If after thirty (30) calendar days from the
date of the written notice Contractor still has not performed, then OSOS may withhold all monies
due and payable to Contractor, without penalty to OSOS, until such Failure to Perform is cured or
otherwise resolved.

39. Limitation of Liability

The parties agree that neither Contractor nor OSOS shall be liable to each other, regardless of the
form of action, for consequential, incidental, indirect, or special damages except a claim related to
bodily injury or death, or a claim or demand based on patent, copyright, or other intellectual
property right infringement, in which case liability shall be as set forth elsewhere in this Contract.
This section does not modify any sections regarding liquidated damages or any other conditions
as are elsewhere agreed to herein between the parties. The damages specified in the sections titled
Termination for Default and Review of Contractor’s Records are not consequential,
incidental, indirect, or special damages as that term is used in this section.
Neither Contractor nor OSOS shall be liable for damages arising from causes beyond the
reasonable control and without the fault or negligence of either Contractor or OSOS. Such causes
may include, but are not restricted to, acts of God or of the public enemy, acts of a governmental
body other than OSOS acting in either its sovereign or contractual capacity, war, explosions,
fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, and
unusually severe weather; but in every case the delays must be beyond the reasonable control and
without fault or negligence of Contractor or OSOS.
Neither party shall be liable for personal injury to the other party or damage to the other party’s
property except personal injury or damage to property proximately caused by such party’s respective
fault or negligence.

40. Termination for Default

If either OSOS or Contractor violates any material term or condition of this Contract or fails to
fulfill in a timely and proper manner its obligations under this Contract, then the aggrieved party
shall give the other party written notice of such failure or violation. The responsible party will
correct the violation or failure within thirty (30) calendar days or as otherwise mutually agreed in
writing. If the failure or violation is not corrected, this Contract may be terminated immediately
by written notice from the aggrieved party to the other party. The option to terminate shall be at
the sole discretion of the aggrieved party. OSOS reserves the right to suspend all or part of the
Contract, withhold further payments, or prohibit Contractor from incurring additional obligations
of funds during investigation of any alleged Contractor compliance breach and pending corrective
action by Contractor or a decision by OSOS to terminate the Contract.
In the event of termination of this Contract by OSOS, OSOS shall have the right to procure the
Services that are the subject of this Contract on the open market and Contractor shall be liable for
all damages, including, but not limited to: (i) the cost difference between the original Contract
price for the Services and the replacement costs of such Services acquired from another
Contractor; (ii) if applicable, all administrative costs directly related to the replacement of this
Contract, such as costs of competitive bidding, mailing, advertising, applicable fees, charges or
penalties, staff time costs; and, (iii) any other costs to OSOS resulting from Contractor’s breach.

14
Appendix B: B1 Sample Contract

OSOS shall have the right to deduct from any monies due to Contractor, or that thereafter become
due, an amount for damages that Contractor will owe OSOS for Contractor’s default.
If the Failure to Perform is without the defaulting party’s control, fault, or negligence, the
termination shall be deemed to be a Termination for Convenience.
This section shall not apply to any failure(s) to perform that results from the willful or negligent
acts or omissions of the aggrieved party.

41. Termination for Convenience

Except as provided in the Contract, OSOS may, by 10 days written notice, beginning on the
second day after the mailing, terminate the Contract, in whole or in part. If the Contract is so
terminated, OSOS shall be liable only for payment required under the terms of the Contract for
services rendered or goods delivered prior to the effective date of termination.

42. Termination for Withdrawal of Authority

In the event that OSOS’s authority to perform any of its duties is withdrawn, reduced, or limited
in any way after the commencement of this Contract and prior to normal completion, OSOS may
terminate this Contract by seven (7) calendar days written notice to Contractor. No penalty shall
accrue to OSOS in the event this section shall be exercised. This section shall not be construed to
permit OSOS to terminate this Contract in order to acquire similar Services from a third party.

43. Termination for Non-Allocation of Funds

If funds are not allocated to OSOS to continue this Contract in any future period, OSOS may
terminate this Contract by seven (7) calendar days written notice to Contractor or work with
Contractor to arrive at a mutually acceptable resolution of the situation. OSOS will not be
obligated to pay any further charges for Services including the net remainder of agreed to
consecutive periodic payments remaining unpaid beyond the end of the then-current period.
OSOS agrees to notify Contractor in writing of such non-allocation at the earliest possible time.
No penalty shall accrue to OSOS in the event this section shall be exercised. This section shall
not be construed to permit OSOS to terminate this Contract in order to acquire similar Services
from a third party.

44. Termination for Conflict of Interest

OSOS may terminate this Contract by written notice to Contractor if OSOS determines, after due
notice and examination, that any party has violated Chapter 42.52 RCW, Ethics in Public Service,
or any other laws regarding ethics in public acquisitions and procurement and performance of
contracts. In the event this Contract is so terminated, OSOS shall be entitled to pursue the same
remedies against Contractor as it could pursue in the event Contractor breaches this Contract.

45. Termination Procedure

In addition to the procedures set forth below, if OSOS terminates this Contract, Contractor shall
follow any procedures OSOS specifies in OSOS’s Notice of Termination.
Upon termination of this Contract, OSOS, in addition to any other rights provided in this
Contract, may require Contractor to deliver to OSOS any property specifically produced or

15
Appendix B: B1 Sample Contract

acquired for the performance of such part of this Contract as has been terminated. The section
titled Treatment of Assets shall apply in such property transfer.
Unless otherwise provided herein, OSOS shall pay to Contractor the agreed-upon Price, if
separately stated, for the Services received by OSOS, provided that in no event shall OSOS pay to
Contractor an amount greater than Contractor would have been entitled to if this Contract had not
been terminated. Failure to agree with such determination shall be a dispute within the meaning
of the Disputes section of this Contract. OSOS may withhold from any amounts due Contractor
such sum as OSOS determines to be necessary to protect OSOS from potential loss or liability.
Contractor shall pay amounts due OSOS as the result of termination within thirty (30) calendar
days of notice of the amounts due. If Contractor fails to make timely payment, OSOS may charge
interest on the amounts due at one percent (1%) per month until paid in full.

46. Covenant Against Contingent Fees

Contractor warrants that no person or selling agency has been employed or retained to solicit or
secure this Contract upon any agreement or understanding for a commission, percentage,
brokerage, or contingent fee, except bona fide employees or a bona fide established commercial
or selling agency of Contractor.
In the event Contractor breaches this section, OSOS shall have the right to either annul this
Contract without liability to OSOS or, in OSOS’s discretion, deduct from payments due to
Contractor, or otherwise recover from Contractor, the full amount of such commission,
percentage, brokerage, or contingent fee.

47. Authority to Bind

The signatories to this Contract represent that they have the authority to bind their respective
organizations to this Contract.

The rest of this page is left intentionally blank

16
Appendix B: B1 Sample Contract

48. Counterparts
This Contract may be executed in counterparts or in duplicate originals. Each counterpart or each
duplicate shall be deemed an original copy of this Contract signed by each party, for all purposes.
In Witness Whereof, the parties hereto, having read this Contract in its entirety, including all attachments,
do agree in each and every particular and have thus set their hands hereunto.

Approved Approved
Office of the Secretary of State Contractor name

Signature Signature

Print or Type Name Date Print or Type Name Date

Title Title

Contractor Information

Contractor’s Federal Tax Id Number:

Contractor’s UBI Number:

Minority or Woman Owned Business Enterprise

Yes No _________________
(Certification Number)

17
Appendix B: B1 Sample Contract

Exhibit A:

OSOS Procurement - RFQQ 18-01

For Exhibit A, see separate document

18
 Exhibit B:

Contractor’s Response to
OSOS’ Procurement RFQQ 18-01

For Exhibit B, see separate document

19
 Exhibit C:

Equipment Inventory
located at
Point Plaza East, Building One
6880 Capitol Blvd. SE
Tumwater, Washington 98501

For Exhibit C, see separate document

20
 Exhibit D:

STATEMENT OF WORK
to
Contract Number S-5850
for
HVAC System Preventive Maintenance and Repair Services
at
Computer Room, Point Plaza East, Building One
6880 Capitol Blvd. SE
Tumwater, Washington 98501

The Contractor shall provide services and staff, and otherwise do all things necessary for or
incidental to the performance of work, as set forth below:

SECTION 1: Contractor Qualifications and General Requirements

1.1. Service Personnel Required Experience

Contractor’s Key Personnel servicing the equipment specified under this Contract must
have a minimum of five (5) years’ work experience in the care and maintenance of
“Hydronic Loop System” (HLS) and “Variable Refrigerant Flow” (VRF) systems and
have been trained using standard industry practices and materials, or must be directly
supervised by the Contractor’s service personnel who have the experience described
above. The Key Personnel are listed in the Contractor’s RFQQ Response (Exhibit B).
Should the Contractor wish to change the Key Personnel servicing this Contract, the
Contractor must first receive prior written authorization from the OSOS Project Manager.

1.2. EPA Certification

Contractor is required to have an EPA Section 608 Type II or Universal certification (in
order to handle R-410A refrigerants).

1.3. Hours of Labor & Prevailing Wage Requirements

In compliance with RCW 49.28 and RCW 39.12.020, Contractor agrees that no worker,
laborer, or mechanic in the employ of the Contractor or subcontractor shall be permitted
or required to work more than eight (8) hours in any one calendar day, or forty (40) hours
in any one calendar week, provided that in cases of extraordinary emergency such as
danger to life or property, the hours of work may be extended but in such cases the rate of
pay for time employed in excess of the above shall be at the prevailing overtime rate of
pay. Except, contracts will not require the payment of overtime rates for the first two
hours worked in excess of eight (8) hours per day when the employer has obtained the
employee’s agreement (as defined in WAC 296-127-022) to work a four-day, ten-hour
work week.

The Department of Labor and Industries will publish prevailing wage rates on the first
business day of February and August of each year. The wage rates will become effective
thirty (30) days following publication. For all contracts, the prevailing wage rates which
are in effect on the bid opening date or on the effective date of any extension of the
contract are the wage rates that must be paid for the duration of the Contract. The
21
classification and wage rates published August 1, 2017 and effective September 1, 2017
are in effect for this bid opening date:

County Trade Job Classification Wage

Thurston Heating Equipment Journey Level $75.46
Mechanics

Questions should be directed to the Industrial Statistician, Department of Labor and

Industries, Employment Standards Division, PO Box 44540, Tumwater, WA 98504-4540
(Telephone (360) 902-5334).

The Contractor must submit to the Industrial Statistician of the Department of Labor and
Industries a “Statement of Intent to Pay Prevailing Wages.” A copy of the approved
intent statements must be submitted to OSOS in order to receive the first progress
payment on this Contract. Following final acceptance of the project, Contractor must
submit to the Industrial Statistician an “Affidavit of Wages Paid.” An approved affidavit
must be submitted to OSOS before they are authorized to make the final payment on this
Contract.

Each “Statement of Intent to Pay Prevailing Wages” or “Affidavit of Wages Paid”

submitted for approval to the Industrial Statistician must be accompanied with the current
filing fee.

A copy of the approved Statement of Intent to Pay Prevailing Wages shall be posted at
the job site with the address and telephone number of the Industrial Statistician, where a
complaint or inquiry concerning prevailing wages may be made. If a dispute arises as to
what are the prevailing rates of wages for a specific trade, craft or occupation, and such
dispute cannot be adjusted by the parties in interest, including labor and management
representatives, the matter shall be referred for arbitration to the Director of the
Department of Labor and Industries, and his/her decision shall be final, conclusive and
binding on all parties involved in the dispute.

Vocationally handicapped workers, i.e., those individuals whose earning capacity is

impaired by physical or mental deficiency or injury, may be employed at wages lower
than the established prevailing wage. The Fair Labor Standards Act requires that wages
based on individual productivity be paid to handicapped workers employed under
certificates issued by the Secretary of Labor. These certificates are acceptable to the
Department of Labor and Industries. Sheltered workshops for the handicapped may
submit a request to the Department of Labor and Industries for a special certificate, which
would, if approved, entitle them to pay their employees at wages, lower than the
established prevailing wage.

Prevailing wage requirements do not apply to:

 Sole owners and their spouses.
 Any partner who owns at least 30% of a partnership.
 The president, vice-president, and treasurer of a corporation if each one owns at
least 30% of the corporation.
22
  Workers regularly employed on monthly or per diem salary by state or any
political subdivision created by its laws.

The Contractor shall complete, file, and pay all filing fees as required by the Department
of Labor and Industries.

1.4. Service Availability

Contractor must provide on-call service twenty-four (24) hours per day, 365 calendar days
per year. As per the Contractor’s RFQQ Response, the Contractor shall provide a 2-hour
priority response time for all non-emergency calls for service or troubleshooting.

1.5. Central Contact Point and Call Response Time

Contractor must provide a designated central point of contact, a manned twenty-four (24)
hour, toll-free phone number for OSOS to report emergencies and to request dispatch,
contact service personnel, request problem status updates, and receive problem resolutions.
For those times when the phone is not answered directly by the Contractor, (e.g. the number
is to a pager or an answering Service, or something similar) Contractor must return the call
to OSOS within thirty (30) minutes.

1.6. Ongoing Parts Supply

Contractor must maintain a reasonable level of inventory of frequently replaced parts to
facilitate both Preventive and Non-Scheduled Services & Repairs for equipment listed in
Exhibit C.

1.7. Necessary Tools and Equipment

Contractor must provide all tools and equipment necessary to perform all Services required
in this RFQQ. Contractor personnel must arrive on-site with proper equipment to perform
diagnostics.

1.8. Service Personnel Check-in/Check-out

Contractor technicians performing any Services under the Contract must check-in and
check-out with the OSOS Building Manager for each service call. Failure to fulfill this
requirement may result in termination of the Contract.

1.9. Performance Measurements

OSOS shall measure Contractor’s performance as follows:

1.9.1 Preventive Maintenance

The Contractor shall ensure all preventive maintenance services are completed as
outlined in Section 2 in the Statement of Work.

OSOS shall periodically inspect the Contractor’s services after each visit and
before the next quarterly visit. If the Contractor misses or does not handle a
service visit to OSOS’ satisfaction, OSOS shall notify the Contractor and give the
Contractor a reasonable and specified time period to correct. Contractor shall not
invoice time it takes the Contractor to correct poor performance.

1.9.2 Non-Scheduled Services & Repairs

23
 The Contractor shall ensure all non-scheduled service calls are completed as
outlined in Section 3 in the Statement of Work.

OSOS shall inspect the Contractor’s services sometime after each visit. If the
Contractor misses or does not handle a Non-Scheduled Services & Repairs to
OSOS’ satisfaction, OSOS shall notify the Contractor and give the Contractor a
reasonable and specified time period to correct. Contractor shall not invoice any
time it takes the Contractor to correct poor performance.

OSOS payment for services is contingent upon Contractor’s successful performance.

OSOS shall hold payment until performance is corrected.

1.10. Service Reports

Contractor must provide OSOS with a written, legible, service reports. The Annual
Preventive Maintenance and Non-Scheduled Services & Repairs reports must not be
combined, but separate.

1.10.1 Preventive Maintenance Annual Report

Contractor shall provide OSOS with a Report after each annual preventative
maintenance activity.

The Preventive Maintenance Reports shall include, at a minimum: what equipment

was not serviced; the repairs completed on specific equipment; itemization of any
replacement parts required and identification of any problems requiring further
attention. If applicable, the Report shall also include a record of all tests and
adjustments. This Report must also address equipment trends and the Contractor’s
recommendations, and shall be presented to OSOS’ Project Manager no later than
thirty (30) days after the annual preventative maintenance services were completed.

1.10.2 Non-Scheduled Services & Repairs Monthly Report

Contractor shall provide OSOS with a monthly Report for non-scheduled services
and repairs during the previous thirty (30) days, including repairs and adjustments.
This Report shall be provided to OSOS as part of the Contractor’s monthly invoice.

The Non-Scheduled Services & Repairs Report shall include, at a minimum: the
date of each service call, specific equipment serviced, the nature of the problem and
the approved corrective action taken.

24
SECTION 2: Preventive Maintenance Service Requirements

2.1. Preventive Maintenance Service Defined

Preventive Maintenance is defined as pre-planned, periodic, on-site inspection and testing
of the Equipment/Software set forth in Exhibit C: Equipment Inventory. Preventive
Maintenance shall include all adjustments or parts replacement required to keep equipment
and/or software in proper working order consistent with original manufacturer
specifications and recommendations.

The Contractor shall work with OSOS to develop regular intervals for such Preventive
Maintenance Service, and in no event shall these intervals exceed three (3) months.
Preventive Maintenance Services shall be performed according to a schedule developed
and agreed to between the Contractor and OSOS.

Should OSOS require replacement of specific equipment, the Contractor is responsible for
providing the original manufacture’s recommendations to the new equipment and note this
in the service schedule, as well as maintain a reasonable level of inventory of frequently
replaced parts to facilitate both Preventive and Non-Scheduled Services & Repairs.

Contractor shall provide Preventive Maintenance Services as follows.

2.2. Scheduling of Preventive Maintenance and OSOS Notification

The Contractor shall schedule each Preventive Maintenance with the OSOS Building
Manager. Contractor shall conduct Preventive Maintenance only between the hours of 8
AM and 5 PM (after 8:30 AM and before 5 PM), Monday through Friday, unless
specifically approved by the OSOS Project Manager. Contractor shall use their best efforts
to conduct maintenance and repairs in a manner that minimizes disruption to the tenants in
the room housing said unit. Contractor also agrees to notify the OSOS Project Manager in
advance of all Preventive Maintenance or testing that may, in any way, impair OSOS’ usual
and customary operations. Notification must include the proposed date of maintenance,
time of maintenance, planned duration of maintenance and purpose of maintenance.

2.3. Preventive Maintenance Schedule

The Contractor shall conduct the following scheduled maintenance procedures at the times
noted below.

REPAIR AND REPLACE: Job labor, travel labor, parts procurement labor, travel and living
expenses required to REPAIR or REMOVE and REPLACE broken, worn and/or doubtful
components and/or parts including but is not limited to:

GUARANTEES CHECK IF DESCRIBE FULLY IF NOT

SPECIFIED SPECIFIED
All moving maintainable √
components
-piping √
-ductwork √
-coils √

25
 -heat exchangers √
-temperature control systems √
-condenser water loop √
-no exclusions after warranty √
expiration.
-cabinetry √
-all electrical wiring and √
components on the load side of
the electrical disconnect
Gas train components; valves, √
regulators, etc.

TROUBLE CALLS: Job labor and travel labor, including overtime, travel and living expenses.

This includes but is not limited to:

GUARANTEES CHECK IF DESCRIBE FULLY IF NOT

SPECIFIED SPECIFIED
GUARANTEED 1 hour
√
response on all service calls
24 hr. live person dispatch √
After hours service calls
√
included
Weekend service calls
√
included
Holiday service calls
√
included

COMPONENTS, PARTS AND SUPPLIES: The cost of COMPONENTS, PARTS, AND

SUPPLIES required to keep the equipment operating properly and efficiently.

This includes but is not limited to:

GUARANTEES CHECK IF DESCRIBE FULLY IF NOT

SPECIFIED SPECIFIED
-full equipment ?
replacement
-critical parts stored on Not applicable
site if specified by
customer

26
REPORTING AND COMMUNICATION: Program administration will provide timely
accurate billing and written documentation:
This includes but is not limited to:

GUARANTEES CHECK IF DESCRIBE FULLY IF NOT

SPECIFIED SPECIFIED
Designation of Journeyman √
lead technician for this
agreement
Designation of Account √
Representative / System
Consultant
-Evaluation and equipment √
clean up starting 10 days
from agreement signature.
Lead technicians assigned.
- Equipment status report √
provided 10 days from the
first day of evaluation.

A/N Indoor Air Quality Testing √

and Reporting
-Any start up repairs √
completed within 30 days of
reporting.
-Upon customer request, √
payments can be made in 12
equal monthly installments.
-Quarterly/Monthly Service √
audits and reviews
including (as requested).
-Hours spent on Preventive
Maintenance
-Hours spent on Repairs
-Cost of Repairs
-Semi-annual Customer √
Service Reviews
-Daily service reports for all √
preventive maintenance and
repairs
Customer Web Portal: √
Password protected
customer web portal;
unlimited customer users,

27
 ability to access (by site) all
service and maintenance
history, work orders, and
equipment covered under
agreement. Ability to place
service requests through
web portal. Ability to email
work orders through web
portal to multiple users.
HVAC location and √
identification maps. Site
Notes and Protocol for
updated as needed.

Contractor will provide the following maintenance services for the building(s)
environmental mechanical system(s) as listed on the equipment inventory, to be developed
by the mechanical contractor.

TEST AND INSPECT:

DESCRIPTION CHECK IS DESCRIBE FULLY IF NOT AS

AS SPECIFIED
SPECIFIED
TEST AND INSPECT:
Contractor will Test and
Inspect equipment to
√
determine its operating
condition and efficiency
Q TESTING FOR:
Q Excessive vibration √
Q Motor winding
√
resistance
Q Refrigerant Charge √
Q Fan RPM √
A Refrigerant oil (acid) √
A Water condition √
A Flue gas analysis √
Q Safety controls √
A Combustion and draft √
A Crankcase heaters √
Q Control Systems √
INSPECTING FOR:
Q Worn, failed or doubtful √
parts
Q Mounting √
Q Drive Couplings √
S Oil levels √
28
Q Rotation √
A Soot √
A Flame composition and √
shape
A Pilot and igniter √
Q Steam, water, oil and/or √
refrigerant leaks
A and Refrigerant √
A/N Management Program:
Contractor to keep track
of all refrigerant (new,
recovered, reclaimed)
used or transferred on-
site. Prepare refrigerant
management report
annually or as needed by
customer.

PREVENTIVE
MAINTENANCE
Contractor will clean, √
align, calibrate, tighten,
adjust, lubricate and
paint equipment to
extend equipment life
and assure proper
operating condition and
efficiency, to include the
following:
CLEANING
A and Coil surfaces √
A/N
A and Evaporator coils √
A/N
A and Condenser coils / Split √
A/N Coils
A and Condensate Pans √
A/N
A and Fan impellers and blades √
A/N
Q Electrical contacts √
A Burning orifices √
A Pilot light and igniter √
A Cooling tower baffles √
A/N Economizer screens √
A/N Economizer dampers √
A/N Basin √
A/N Sump and float √
29
A Condenser and boiler √
tubes
A and Passages and nozzles √
A/N
A and Water loop strainers √
A/N

ALIGNING
Q Belt drive √
Q Drive couplings √
Q Air fins √

CALIBRATING
Q Safety controls √
Q Temperature and √
pressure controls

Q TIGHTENING
Q Electrical connections √
Q Mounting Bolts √
Q Pipe Clamps √
Q Refrigerant piping √
fittings
Q Damper sections √

ADJUSTING
Q Belt Tension √
Q Refrigerant charge √
A Super heat √
Q Fan RPM √
Q Water chemical feed and √
feed rate
Q Burner fuel/air ratios √
Q Set point of controls and √
limits
A Compressor cylinder √
unloaders
Q Damper close-off √

LUBRICATING
Q Motors √
Q Fan and damper √
bearings
Q Valve stems √
Q Damper linkages √

30
 PAINTING (FOR √
CORROSION
CONTROL)
All maintenance will be √
performed as determined
by computerized
scheduling and tasking
or on an as-needed basis.
Air Air Filters provided by √
Filters Contractor. Labor to
change air filters
supplied by Contractor.

Legend:
Q = Quarterly
S = Semi-annually
A = Annually
A/N = As needed
N/A = Not applicable

SECTION 3: Non-Scheduled Services & Repair

3.1. Non-Scheduled Services & Repairs Defined

Non-Scheduled Services & Repairs is defined as on-site, un-scheduled maintenance or
repair of equipment which is not operating properly, which, in OSOS’ opinion, requires
immediate repair or services. Any parts or supplies required for non-scheduled repairs
shall be invoiced at no more than 20% above the Contractor’s cost. Contractor shall provide
Non-Scheduled Services & Repair as follows.

3.2. Non-Scheduled Services & Repairs During Business Hours

For Non-Scheduled Services & Repairs during business hours, Contractor agrees to have a
qualified service technician on-site within sixty (60) minutes after notification by OSOS
that service is required. If Contractor fails to arrive at the Washington Talking Book and
Braille Library within the sixty (60) minute window, Contractor agrees to issue a $100.00
credit to OSOS for each hour that Contractor is late arriving at the Washington Talking
Book and Braille Library.

3.3. Non-Scheduled Services & Repairs During Non-Business Hours

For Non-Scheduled Services & Repair not during normal business hours, Contractor agrees
to respond to OSOS’ notification via telephone within thirty (30) minutes to determine the
appropriate technician response time. Depending on the situation, the qualified service
technician shall be on-site within two (2) hours after determining the urgency. If
Contractor agrees to dispatch but fails to arrive at the Washington Talking Book & Braille
Library within the agreed time frame, Contractor agrees to issue a $100.00 credit to OSOS
for each hour that Contractor is late arriving at the Washington Talking Book & Braille
Library.

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3.4. Estimates for Non-Scheduled Services & Repairs
For non-emergency Non-Scheduled Services & Repairs, the Contractor agrees to obtain
OSOS’ approval prior to beginning work.

For work estimated to total over $500.00, the Contractor agrees to provide the OSOS
Project Manager, or designee, a written estimate (email is acceptable) and wait for OSOS’
approval. For work estimated up to $500.00, the Contractor agrees to contact the OSOS
Project Manager, or designee, to obtain a verbal approval.

All estimates must be provided on a cost and bid break-out sheet which details cost
estimates for parts and/or equipment for the repair or service and shall include the
approximate number of hours it may take to complete the service. The estimate’s hourly
rate and parts mark-up must be consistent with the terms of this Contract. OSOS shall
confirm its approval of the estimate with an authorized Purchase Order (PO).

If the non-scheduled service and/or repair are determined by both OSOS and the Contractor
to be an emergency, the Contractor must discuss estimate for related parts and services
with and receive verbal approval from OSOS, or OSOS’ designated representative, prior
to dispatch. No written estimate or subsequent approval will be required for services and
repairs determined to be an emergency.

OSOS reserves the right to procure identified repairs or replacement of components

through an open competitive bidding process.

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