Washington maintenance service contract template

Washington Maintenance Service Contract

This Washington Maintenance Service Contract ("Agreement") is made and entered into as of this [Date] by and between:

• [Service Provider Company Name], a [Legal Entity Type, e.g., Corporation, LLC] organized and existing under the laws of Washington, with its principal place of business at [Service Provider Address] ("Service Provider"), and
• [Client Company Name], a [Legal Entity Type, e.g., Corporation, LLC] organized and existing under the laws of Washington, with its principal place of business at [Client Address] ("Client").

1. Scope of Services

The Service Provider shall provide the following maintenance services to the Client:

• Option A: Preventive Maintenance:
  • Detailed description of preventive maintenance tasks: [Description of Tasks]
  • Frequency of preventive maintenance: [Frequency, e.g., Monthly, Quarterly]
• Option B: Corrective Repairs:
  • Description of corrective repair services: [Description of Services]
  • Response time for corrective repairs: [Response Time, e.g., 24 hours, 48 hours]
• Option C: Emergency Response:
  • Description of emergency response services: [Description of Services]
  • Emergency contact information: [Emergency Contact Information]
• Option D: Inspection, Testing, and Calibration:
  • Detailed description of inspection, testing, and calibration tasks: [Description of Tasks]
  • Frequency of inspection, testing, and calibration: [Frequency, e.g., Annually, Bi-Annually]

Covered equipment or property: [List of Covered Equipment/Property] at the following location(s): [Service Location(s)].

Service Standards: All services shall be performed in accordance with industry best practices and all applicable Washington state and local codes and regulations, including but not limited to Washington Administrative Code (WAC) regulations for handling of hazardous materials.

Service Window: [Service Hours].

Performance Targets: [Specific Performance Targets, e.g., Uptime, Mean Time Between Failures].

Site Access Protocols: [Site Access Procedures].

Personnel Qualifications: Service Provider's personnel shall possess the necessary qualifications and licensing required by Washington State, including specialty contractor registrations and trade certifications, as applicable.

2. Scope of Work Exhibit

• See Exhibit A attached for a detailed listing of included and excluded services.
• Any work outside the scope of Exhibit A requires written authorization from the Client prior to commencement.

3. Client Obligations

The Client shall:

• Provide safe access to the service location(s).
• Provide necessary facilities and utilities for the Service Provider to perform the services.
• Cooperate with the Service Provider in scheduling maintenance services.
• Comply with all applicable Washington workplace safety rules (RCW Title 49, WISHA).

4. Regulatory Compliance

The Service Provider shall comply with all applicable regulatory requirements, including:

• Local building codes.
• Fire codes.
• Washington State Department of Labor & Industries (L&I) safety rules.
• Handling of hazardous materials/waste under Washington Administrative Code (WAC).

5. Service Scheduling and Response Times

• Service scheduling: [Scheduling Procedures].
• Hours of operation: [Hours of Operation].
• Acceptable response times: [Response Timeframes].
• After-hours/emergency callout procedures: [Procedures and Surcharges].
• Recordkeeping/reporting: The Service Provider shall maintain accurate service logs, as required under Washington law for regulated facilities (if applicable), and provide reports to the Client as follows: [Reporting Frequency and Format].

6. Service Fees and Payment

• Option A: Fixed Fee: [Fixed Fee Amount]
• Option B: Hourly Rate: [Hourly Rate]
• Option C: Milestone Payments: [Milestone and Payment Schedule]
• Option D: Retainer: [Retainer Amount and Services Covered]

Billable rates: [Detailed Breakdown of Billable Rates].

Minimum charges: [Minimum Charge Amount].

Expenses: [Expense Reimbursement Policy].

Travel/time surcharge zones: [Surcharge Zones and Rates].

Payment schedule: [Payment Schedule].

Payment methods: [Acceptable Payment Methods].

Invoice requirements: [Invoice Requirements].

Pricing adjustments: Prices are subject to adjustment for changes in Washington State tax law, including B&O (Business and Occupation) tax obligations.

Late payment penalties: Late payments shall be subject to a penalty of [Late Payment Penalty Percentage]% per month, consistent with Washington's allowable rates.

7. Insurance

The Service Provider shall maintain the following insurance coverage, with minimum limits as stated:

• Workers' compensation insurance, as required by Washington L&I (RCW 51).
• Liability insurance: [Liability Insurance Amount].
• Property damage insurance: [Property Damage Insurance Amount].

The Service Provider shall provide the Client with current proof of insurance and compliance with RCW 51 upon request.

8. Independent Contractor Status

The Service Provider is an independent contractor and not an employee of the Client. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship. The Service Provider is responsible for all applicable taxes and withholding obligations. The service provider acknowledges and agrees that they are responsible for complying with RCW 51.08 and all other applicable laws regarding independent contractor status.

9. Permits and Compliance

The Service Provider shall be responsible for obtaining all necessary city and county permits required to perform the services, and shall comply with all applicable prevailing wage laws (RCW 39.12) if applicable to the Client or project.

10. Confidentiality and Data Privacy

Both parties shall maintain the confidentiality of any confidential information disclosed by the other party. If Client is a government agency, the Service Provider will comply with all applicable Washington state public records laws. Any data privacy obligations specific to the Client are as follows: [Specific Data Privacy Obligations].

11. Equipment and Materials Warranty

• Warranty terms: [Warranty Duration] for parts, labor, and installation.
• Manufacturer warranty: Service Provider will assist Client in obtaining support under applicable manufacturer warranties.
• Exclusions: Warranty does not cover misuse, unauthorized modification, or environmental conditions.

12. Quality Assurance

• Quality assurance procedures: [Description of Procedures].
• Acceptance testing: [Acceptance Testing Procedures].
• Post-completion inspection: Client has the right to inspect completed work.
• Rework/defect repair: Service Provider shall promptly correct any defects or deficiencies.
• Maintenance periods/recurring reviews: [Description of Maintenance Periods and Review Requirements].

13. Notification and Escalation

• Notification procedures: [Procedures for Notifying Service Shortcomings].
• Escalation procedures: [Escalation Procedures].
• Correction and remediation process: [Correction and Remediation Process and Deadlines].

14. Termination

• Option A: Termination for Cause: Either party may terminate this Agreement for cause (e.g., non-performance, violation of law) upon [Number] days' written notice.
• Option B: Termination for Convenience: The Client may terminate this Agreement for convenience upon [Number] days' written notice.
• Option C: Mutual Agreement: This Agreement may be terminated by mutual written agreement of both parties.
• Option D: Force Majeure: Either party may terminate if performance is prevented by force majeure (see Section 17).

Upon termination, the Client shall pay the Service Provider for all work performed up to the date of termination. All Client property shall be returned promptly.

15. Limitation of Liability and Indemnification

• The Service Provider's liability shall be limited to [Liability Limit Amount].
• Neither party shall be liable for consequential, incidental, or indirect damages.
• Indemnification: The Service Provider shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Service Provider's performance of the services under this Agreement, except to the extent caused by the Client's gross negligence or willful misconduct. This clause complies with Washington law regarding indemnification. The Service Provider shall also indemnify for third-party claims arising from contractor acts or omissions.

16. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, government shutdowns, or natural disasters, in compliance with Washington's legal doctrine of force majeure.

17. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.
• Mediation: If negotiation fails, the parties shall submit the dispute to mediation in accordance with the Washington Mediation Act.
• Arbitration/Litigation: If mediation fails, the parties may pursue arbitration or litigation in Washington state courts.

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington (RCW), without regard to its conflict of laws principles. Venue for any legal action shall be in [County Name] County, Washington.

18. Record Retention

The Service Provider shall maintain accurate service and safety records and provide the Client with access to such records as required by applicable Washington administrative rules or Client-specific inspection requirements.

19. Ownership of Records

Ownership of service records, documentation, and site reports shall be as follows: [Ownership Details]. The Client shall own all site-specific records and comply with public agency record-retention statutes if applicable.

20. Subcontractors

The Service Provider may subcontract portions of the services with the Client's prior written approval. All subcontractors shall comply with all applicable state licensing, safety, insurance, and employment rules. The Service Provider shall be liable for the work of its subcontractors.

21. Consumer Protection

The Service Provider shall comply with all applicable Washington-specific consumer protection and unfair business practice rules (RCW 19.86).

22. Customization

All contract elements may be further customized in accordance with specific Client facility, equipment, or regulatory considerations anywhere in the State of Washington.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Service Provider Company Name]

By: [Service Provider Authorized Name]

Title: [Service Provider Title]

[Client Company Name]

By: [Client Authorized Name]

Title: [Client Title]

Exhibit A: Scope of Work