Alaska maintenance service contract template

Alaska Maintenance Service Contract

This Alaska Maintenance Service Contract (the “Agreement”) is made and entered into as of this [Date] by and between:

• [Service Provider Company Name], a [State of Incorporation] corporation, with its principal place of business at [Service Provider Address], Alaska Business License Number: [License Number], hereinafter referred to as “Provider,”

and

• [Client Company Name or Individual Name], a [Client Type, e.g., Corporation, Individual, Tribal Entity] with its principal place of business at [Client Address], Alaska Business License Number (if applicable): [License Number]; Tribal Identification Number (if applicable): [Tribal ID Number], hereinafter referred to as “Client.”

1. Scope of Services

The Provider agrees to provide the following maintenance services (the “Services”) to the Client:

• Option A: General Maintenance Services:
  • Details: [Detailed description of general maintenance services, e.g., routine inspections, minor repairs, etc.]
  • Asset/Property Identification: [Address of property or list of equipment, serial numbers, and model numbers]
• Option B: Specialized Maintenance Services:
  • Details: [Detailed description of specialized services, e.g., HVAC servicing, electrical repairs, etc.]
  • Technical Standards/Manufacturer Specifications: [List any technical standards or manufacturer specifications to be followed]
• Option C: Emergency Repair Services:
  • Details: [Detailed description of emergency repair services]
  • Response Time: [Specify response time for service calls, e.g., within 24 hours]

2. Service Schedule and Reporting

• Option A: Regular Service Schedule:
  • Schedule: [Specify the regular service schedule, e.g., weekly, monthly, quarterly]
  • Seasonal Considerations: [Specify any seasonal considerations, e.g., snow removal, winterization]
• Option B: On-Call Service:
  • Response Time: [Specify response time requirements, e.g., within 4 hours]
  • Availability: [Specify availability, e.g., 24/7, business hours]
• Option C: Reporting and Documentation:
  • Reporting Frequency: [Specify reporting frequency, e.g., after each service visit, monthly]
  • Documentation: [Specify required documentation, e.g., service logs, maintenance records]
  • Approval Method: [Specify approval method, e.g., digital work orders, sign-off logs]

3. Licensing, Bonding, and Insurance

• Option A: Required Licensing:
  • Licenses: The Provider represents and warrants that it holds all required licenses under Alaska Statutes (AS) 08.18 and applicable Alaska Administrative Code regulations to perform the Services. [List specific licenses required]
• Option B: Bonding:
  • Bond Amount: The Provider shall maintain a surety bond in the amount of [Bond Amount].
• Option C: Insurance:
  • Coverage: The Provider shall maintain the following insurance coverage: General Liability: [Coverage Amount], Workers’ Compensation: As required by Alaska law.
  • Proof of Insurance: The Provider shall provide Client with proof of insurance upon request.

4. Compliance with Laws and Regulations

• Option A: Safety and Environmental Regulations:
  • Compliance: The Provider shall comply with all applicable local, state, and federal safety and environmental regulations, including OSHA and Alaska Department of Environmental Conservation (DEC) rules.
• Option B: Hazardous Substances:
  • Handling and Disposal: The Provider shall properly handle and dispose of any hazardous substances in accordance with applicable regulations. [Specify types of hazardous substances involved, e.g., oil, antifreeze, refrigerants]
• Option C: Local Hire:
  • Requirements: If subject to public contracting or local-hire ordinances, the Provider shall comply with requirements for use of locally sourced materials or labor.

5. Work Location and Logistics

• Option A: Primary Work Location:
  • Address: [Address of the work location]
• Option B: Remote Access:
  • Logistics: [Specify logistics for remote, off-road, or bush access, e.g., travel arrangements, weather contingencies]
• Option C: Equipment and Storage:
  • Storage: [Specify equipment storage, staging, or power/water provisions]

6. Client and Provider Responsibilities

• Option A: Client Responsibilities:
  • Access: The Client shall provide the Provider with access to the work location.
  • Utilities: The Client shall provide necessary utilities, such as power and water.
  • Site Preparation: The Client shall ensure the site is prepared for service.
• Option B: Provider Responsibilities:
  • Performance: The Provider shall perform the Services in a professional and workmanlike manner.
  • Communication: The Provider shall maintain regular communication with the Client.
  • Designated Site Contacts: [List the designated site contacts for the client]
• Option C: Emergency Planning:
  • Extreme Weather Planning: The Provider shall take reasonable actions to mitigate impacts of Alaska’s extreme weather.
  • Emergency Contact Information: [List the Provider’s emergency contact information]

7. Service Fees and Payment Terms

• Option A: Pricing:
  • Unit/Lump-Sum Pricing: [Specify unit or lump-sum pricing for the Services]
  • Travel Surcharges: [Specify any travel surcharges for remote sites]
• Option B: Invoicing and Payment:
  • Invoice Frequency: [Specify invoicing frequency, e.g., monthly, upon completion of service]
  • Payment Terms: [Specify payment terms, e.g., net 30 days]
  • Late Charge Policy: [Specify any late charge policy]
  • Alaska Sales Tax: [Specify whether Alaska sales tax is applicable]
• Option C: Price Escalation:
  • Fuel Cost Changes: [Specify clause for price escalation due to sudden fuel cost changes]
  • Supply Chain Interruptions: [Specify clause for price escalation due to supply chain interruptions]
  • Statutory Rate Changes: [Specify clause for price escalation due to statutory rate changes]

8. Material Procurement and Reimbursement

• Option A: Procurement Process:
  • Material Sourcing: [Specify whether Provider will source all materials]
  • Client-Provided Materials: [Specify whether Client will provide some materials]
• Option B: Reimbursement:
  • Cost Mark-Ups: [Specify cost mark-ups on materials]
  • Itemized Billing: [Specify that billing will be itemized]
  • Threshold for Pre-Approval: [Specify threshold for client pre-approval of high-cost repairs, e.g., over $500]

9. Change Order Procedure

• Option A: Approval Workflow:
  • Change Order Form: All changes to the Scope of Services must be documented in a written change order.
  • Approval Process: [Specify approval workflow for change orders]
• Option B: Documentation and Thresholds:
  • Threshold for Written Amendments: [Specify thresholds for written amendments, e.g., changes exceeding $1,000]
• Option C: Unforeseen Conditions:
  • Procedure: [Specify procedure for addressing site or scope changes due to unforeseen subsurface conditions or weather]

10. Warranty and Service Guarantees

• Option A: Warranty Terms:
  • Labor Warranty: [Specify warranty terms for labor, e.g., 30 days]
  • Parts Warranty: [Specify warranty terms for supplied parts]
• Option B: Exclusions:
  • Alaska Hazards: Warranty excludes damage from common Alaska hazards such as avalanches, landslides, and flooding.
• Option C: Procedures for Non-Conforming Work:
  • Notification: [Specify procedures to address non-conforming or defective work]

11. Performance Standards and Acceptance

• Option A: Performance Standards:
  • Compliance: The Provider shall perform the Services in accordance with industry standards and applicable regulations.
• Option B: Inspection and Acceptance:
  • Client Representative: The Client’s representative may participate in inspection and acceptance processes.
  • Cure Period: [Specify detailed cure periods for deficiencies]
  • Acceptance: [Specify mechanisms for rejecting completed work falling below Alaska statutory or code minimums]
• Option C: Client Inspection:
  • Allowance: Client’s duty to allow reasonable inspection by Provider.

12. Confidentiality

• Option A: Confidential Information:
  • Definition: "Confidential Information" includes any non-public information related to the Client's business, facilities, and operations.
• Option B: Non-Disclosure:
  • Obligation: The Provider shall keep all Confidential Information confidential and shall not disclose it to any third party.
  • Survival: This confidentiality obligation shall survive termination of this Agreement.
• Option C: Data Security:
  • Security Measures: The Provider shall implement reasonable data security measures to protect any electronic systems or data.

13. Documentation and Deliverables

• Option A: Required Documentation:
  • List: [List required documentation and deliverables, e.g., service logs, maintenance records, compliance certificates]
• Option B: Client Property:
  • Return: The Provider shall return all Client property at the end of the contract.

14. Intellectual Property

• Option A: Ownership:
  • Intellectual Property: If maintenance yields improvements, software configuration, or custom designs, the ownership shall be: [Specify whether it belongs to Client or Provider]
• Option B: Right to Use:
  • Templates and Methodologies: [Specify right to use templates or methodologies]
• Option C: Restrictions:
  • Proprietary Information: [Specify restrictions on disclosing or reusing proprietary client information]

15. Subcontractors

• Option A: Use of Subcontractors:
  • Approval: The Provider shall not use subcontractors without the Client's prior written approval.
• Option B: Verification:
  • Alaska Licensure: The Provider shall verify that all subcontractors are properly licensed in Alaska.
• Option C: Compliance:
  • EEO Compliance: The Provider shall ensure that all subcontractors comply with affirmative action and EEO requirements.

16. Force Majeure

• Option A: Definition:
  • Unforeseeable Events: Force majeure includes events such as earthquake, volcanic eruption, severe cold, and flooding.
• Option B: Procedures:
  • Notification: The Provider shall notify the Client promptly of any force majeure event.
  • Work Rescheduling: [Specify procedures for work rescheduling or cost/schedule adjustment]

17. Termination

• Option A: Termination for Cause:
  • Breach: Either party may terminate this Agreement for cause if the other party breaches any material provision of this Agreement.
• Option B: Termination for Convenience:
  • Notice: The Client may terminate this Agreement for convenience upon [Number] days' written notice to the Provider.
• Option C: Settlement:
  • Partial Work: [Specify settlement for partial work completed]
  • Material Disposal: [Specify procedures for material disposal or return]

18. Liability and Indemnification

• Option A: Breach of Contract:
  • Remedies: [Specify remedies for breach of contract]
  • Escalation: [Specify escalation for repeated failures, such as missed service visits or safety violations]
• Option B: Indemnification:
  • Indemnity: [Specify indemnity obligations]
• Option C: Limits on Liability:
  • Liability Cap: [Specify limits on liability]

19. Dispute Resolution

• Option A: Negotiation and Mediation:
  • Process: The parties shall attempt to resolve any disputes through negotiation and mediation before resorting to litigation.
• Option B: Venue and Choice of Law:
  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska (Title 09 AS).
  • Venue: Venue for any legal action shall be in the nearest appropriate district or superior court in Alaska.
• Option C: Tribal Court (if applicable):
  • Jurisdiction: If applicable, disputes may be resolved in tribal court.

20. Assignment and Amendment

• Option A: Assignment:
  • Consent: Neither party may assign this Agreement without the prior written consent of the other party.
• Option B: Amendment:
  • Written Agreement: This Agreement may be amended only by a written agreement signed by both parties.

21. Notices

• Option A: Notice Method:
  • Delivery: All notices under this Agreement shall be in writing and delivered by [Delivery method, e.g., certified mail, email].
  • Timing: [Specify delivery timing]
• Option B: Alaska Address of Record:
  • Addresses: Notices shall be sent to the addresses listed in the introduction of this Agreement.

22. Term and Renewal

• Option A: Initial Term:
  • Duration: This Agreement shall commence on [Start Date] and continue for a term of [Duration].
• Option B: Renewal:
  • Automatic Extension: This Agreement [will/will not] automatically renew for successive terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

23. Alaska Statutory Clauses (for Public Projects)

• Option A: Prevailing Wage:
  • Compliance: The Provider shall comply with Alaska's prevailing wage requirements (Little Davis-Bacon, AS 36.05).
• Option B: Fund Flow-Downs:
  • Federal and State Funds: This Agreement is subject to all applicable federal and state fund flow-down provisions.

24. Authority and Independent Contractor Status

• Option A: Authority to Execute:
  • Representation: Each party represents and warrants that it has the authority to enter into this Agreement.
• Option B: Independent Contractor:
  • Relationship: The Provider is an independent contractor and is not an employee of the Client.

25. Alaska-Specific Legal Disclosures

• Option A: Acknowledgment:
  • Review and Understanding: Both parties acknowledge that they have reviewed and understand any applicable Alaska-specific legal disclosures.

26. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter.

IN WITNESS WHEREOF, the parties have executed this Alaska Maintenance Service Contract as of the date first written above.

[Service Provider Company Name]

By: [Name]

Title: [Title]

[Client Company Name or Individual Name]

By: [Name]

Title: [Title] (if applicable)