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HomeMy WebLinkAboutContractTHIS AGREEMENT,dated for reference purposes only as January 1,2025,is by and between the City of Renton (the “City”),a Washington municipal corporation,and Gene Meyer,Inc. d/b/a Banker’s Towing (“Company”),a Washington corporation.The City and the Company are referred to cotlectively in this Agreement as the “Parties.”Once fully executed by the Parties,this Agreement is effective as of the last date signed by both parties. 1.Scope of Work:Company agrees to provide on-call towing and impoundment services as requested by the City’s police officers,at rates/fees established by law, as specified in Exhibit A,which is attached and incorporated herein and may hereinafter be referred to as the “Work.” 2.Changes in Scope of Work:The City,without invalidating this Agreement,may order changes to the Work consisting of additions,deletions or modifications.Any such changes to the Work shall be ordered by the City in writing and the Compensation shall be equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise mutually agreed bythe Parties. 3.Time of Performance:Company shall commence performance of the Agreement pursuant to the schedule(s)set forth in Exhibit A.All Work shatt be performed by no tater than January 31,2027. 4.rnntion: A.Amount.Total compensation by the City to Company for Work provided pursuant to this Agreement shall not exceed $97,000,plus any applicabte state and local sales taxes,unless otherwise agreed to in writing.Compensation shall be paid based upon Work actually performed according to the rate(s)or amounts specified in Exhibit A.The Company agrees that any hourly or flat rate charged by it for its Work shall remain locked at the negotiated rate(s)unless changed by state law,or unless otherwise agreed to in writing by the Parties.Except as specifically provided herein,the Company shall be solely responsible for ensuring the collection and/or payment of any taxes imposed as a resutt of the performance and payment of this Agreement. AGREEMENT FOR ON-CALL MOTOR VEHICLE IMPOUNDMENT SERVICES CAG-25-078 B.Method of Payment.On a monthly or no less than quarterly basis during any quarter in which Work is performed for the City,the Company shall submit a voucher or invoice in a form specified by the City,including a description of what Work has been performed and any hourly labor charge rate for such personnel. Company.Payment shall be made by the City for Work performed for the City within thirty (30)calendar days after receipt and approval by the appropriate City representative of the voucher or invoice.If the Company’s performance does not meet the requirements of this Agreement,the Company will correct or modify its performance to comply with the Agreement.The City may withhold payment for work that does not meet the requirements of this Agreement. C.Effect of Payment.Payment by the City for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Company fortailure of the Companyto perform the Work orfor any breach of this Agreement by the Company. D.Nn-Appropriation of Funds.If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period,the City shall not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period,and this Agreement wilt terminate upon the completion of all remaining Work for which funds are allocated.No penalty or expense shalt accrue to the City in the event this provision applies. 5.Terminaticn: A.The City reserves the rightto terminate this Agreement at anytime,with orwithout cause by giving ten (10)calendar days’notice to the Company in writing.In the event of such termination or suspension,all finished or unfinished documents, data,studies,worksheets,models and reports,or other material prepared by the Company pursuant to this Agreement shall be submitted to the City,if any are required as part of the Work. B.In the event this Agreement is terminated by the City,the Company shalt be entitled to payment for all hours worked to the effective date of termination,less all payments previousty made.If the Agreement is terminated by the City after partial performance of Workforwhich the agreed compensation is a fixed fee,the City shall pay the Company an equitable share of the fixed fee.This provision shalt not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Company.No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. 0 PAGE2 OF 12 6.WrrantIes And Right To Use Work Product:Company represents and warrants that Company wilt perform all Work identified in this Agreement in a professionaland workmanlike manner,in accordance with all reasonable and professional standards and laws.Compliance with professional standards includes,as applicable, performing the Work in compliance with applicable City or State standards or guidelines (including but not limited to:RCW 46.55,RMC 10-5,and WAC 204-91A). Company further represents and warrants that allfinal work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Company and free from any inteltectual property encumbrance which would restrict the City from using the work product.Company grants to the City a non-exclusive, perpetual right and license to use,reproduce,distribute,adapt,modify,and display all final work product produced pursuant to this Agreement.The City’s or other’s adaptation,modification or use of the finalwork products otherthan forthe purposes of this Agreement shall be without liability to the Company.The provisions of this section shall survive the expiration or termination of this Agreement. 7.Record Maintenance:Company shall maintain accounts and records,which properly reflect alt direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws,but in any event no less than six years after the termination of this Agreement.The Company agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW).The provisions of this section shall survive the expiration or termination of this Agreement. 8.PubLlc Records CompLiance:To the full extent the City determines necessary to comply with the Washington State Public Records Act,Company shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work,including,but not limited to,e-mail,correspondence,notes,saved telephone messages,recordings,photos,or drawings and provide them to the City for production.In the event Company believes said records need to be protected from disclosure,it may,at Company’s own expense,seek judicial protection. Company shalt indemnify,defend,and hold harmless the City for all costs,including attorneys’fees,attendant to any claim or litigation related to a Public Records Act request for which Company has responsive records and for which Company has withheld records or information contained therein,or not provided them to the City in a timeLy manner.Company shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner,unless those records are protected by court order.The provisions of this section shall survive the expiration or termination of this Agreement. 0 PAGE 3 OF 12 9.Indeperrcieit Contractor Retationship: A.The Company is retained by the City only for the purposes and to the extent set forth in this Agreement.The nature of the relationship between the Company and the City during the period of the Work shall be that of an independent contractor, not employee.The Company,not the City,shall have the power to control and direct the details,manner or means of Work.Specifically,but not by means of limitation,the Company shall have no obligation to work any particular hours or particular schedule,unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work.Company shall retain the right to designate the means of performing the Work covered by this agreement,and the Company shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper,provided,however,that any contract so made by the Company is to be paid by it alone,and that employing such workers,it is acting individually and not as an agent for the City. B.The City shall not be responsibte for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program,or otherwise assuming the duties of an employer with respect to Company or any employee of the Company. 10.HoLd HarmLess &Indemnification: A.The Company agrees to release,indemnify,defend,and hold harmless the City, elected officials,employees,officers,representatives,and volunteers from any and all claims,demands,actions,suits,causes of action,arbitrations, mediations,proceedings,judgments,awards,injuries,damages,liabilities, taxes,losses,fines,fees,penalties,expenses,attorney’s or attorneys’fees, costs,and/or litigation expenses to or by any and all persons or entities,arising from,resulting from,or related to the negligent acts,errors or omissions of the Company in its performance of this Agreement or a breach of this Agreement by Company,except for that portion of the claims caused by the City’s sole negligence. B.In the event that the City notifies Company that a vehicle impounded at the request of the City in Company’s possession is subject to the Homestead Act (Chapter 6.13 RCW),Company shall not sell,auction,or transfer such vehicle to any third party other than its registered owner without first notifying the City and giving the City an opportunityto redeem the vehicle no less than seventy-two (72) hours prior to such sale;and further,Company agrees to indemnify and hold harmless the City in accordance with section 1O.A,above,for any claims or damages arising out of this provision. 0 PAGE4 OF 12 C.It is further specifically and expressly understood that all indemnification provisions provided in this Agreement constitutes Company’s waiver of immunity under the Industrial Insurance Act,RCW Title 51,solely for the purposes of this indemnification.The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 11.Gifts arid ConfLicts:The City’s Code of Ethics and Washington State law prohibit City employees from soliciting,accepting,or receiving any gift,gratuity or favor from any person,firm or corporation involved in a contract or transaction.To ensure compliance with the City’s Code of Ethics and state law,the Company shall not give a gift of any kind to City elected officials,employees or volunteers.Company also confirms that Company does not have a business interest or a close family relationship with any City officer or employee who was,is,or will be involved in selecting the Company,negotiating or administering this Agreement,or evaluating the Company’s performance of the Work. 12.City of Renton Business License:Unless exempted by the Renton Municipal Code, Company shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https://www.rntnwgyLTax Information regarding State business licensing requirements can be found at: fittpL/drgov/doIng-bins!igister-my-busi ns 13.Insurance:Company shatl secure and maintain: A.Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrencel$2,000,000 aggregate for the Term of this Agreement. B.In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services,Professional Liability,Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence.“Professional Services’,for the purpose of this section,shall mean any Work provided by a licensed professionalor Work that requires a professional standard of care. C.Workers’compensation coverage,as required by the Industrial Insurance laws of the State of Washington,shall also be secured. 0 PAGES OF 12 D.Commerciat Automobile Liability for owned,leased,hired or non-owned,[eased, hired or non-owned,with minimum limits of $1,000,000 per occurrence combined single limit,if there will be any use of Company’s vehicles on the City’s Premises by or on behalf of the City,beyond normal commutes. E.Company shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis.The City’s insurance policies shall not be a source for payment of any Company liability,nor shalt the maintenance of any insurance required by this Agreement be construed to limit the liability of Company to the coverage provided by such insurance or otherwise limit the City’s recourse to any remedy available at law or in equity. F.Subject to the City’s review and acceptance,a certificate of insurance showing the proper endorsements,shalt be delivered to the City before performing the Work. G.Company shalt provide the City with written notice of any policy cancellation, within two (2)business days of their receipt of such notice. 14.DeLays:Company is not responsible for delays caused by factors beyond the Company’s reasonable control.When such delays beyond the Company’s reasonable control occur,the City agrees the Company is not responsible for damages,nor shall the Company be deemed to be in defautt of the Agreement. 15.Successors and Assigns:Neither the City nor the Company shall assign,transfer or encumber any rights,duties or interests accruing from this Agreement without the written consent of the other. 16.Notices:Any notice required under this Agreement will be in writing,addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party),and given personally,by registered or certified mail, return receipt requested,or by nationally recognized overnight courier service.Time period for notices shall be deemed to have commenced upon the date of receipt. Email and telephone may be used for purposes of administering the Agreement,but should not be used to give any formal notice required by the Agreement. CITY OF RENTON COMPANY Steve Morris James West 1055 South Grady Way 405 S 7th Street Renton,WA 98057 Renton,WA,98057 0 PAGE6 OF 12 Phone:(425)430-7597 Phone:206-255-8925 smorris@’rentonwa.gov jwestbesttowing@gmail.com 17.Discrimination__Prohibited:Except to the extent permitted by a bona tide occupational quatification,the Company agrees as follows: A.Company,and Company’s agents,employees,representatives,and volunteers with regard to the Work performed orto be performed under this Agreement,shall not discriminate on the basis of race,color,sex,religion,nationality,creed, marital status,sexual orientation or preference,age (except minimum age and retirement provisions),honorably discharged veteran or military status,or the presence of any sensory,mental or physical handicap,unless based upon a bona fide occupational qualification in relationship to hiring and employment,in employment or application for employment,the administration of the delivery of Work or any other benefits under this Agreement,or procurement of materials or supplies. B.The Company will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed,color,national origin,sex,age,sexual orientation,physical,sensory or mental handicaps,or marital status.Such action shall include,but not be limited to the following employment,upgrading,demotion or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training. C.If the Company fails to comply with any of this Agreement’s non-discrimination provisions,the City shall have the right,at its option,to cancel the Agreement in whole or in part. D.The Company is responsible to be aware of and in compliance with atl federal, state and local laws and regulations that may affect the satisfactory completion of the project,which includes but is not limited to fair labor laws,worker’s compensation,and Title VI of the Federal Civil Rights Act of 1964,and will comply with City of Renton Council Resolution Number 4085. 18.MisceLtaneous:The parties hereby acknowledge: A.The City is not responsible to train or provide training for Company. B.Company will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C.Company shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. 0 PAGE?OF 12 D.In the event specialtraining,licensing,or certification is required for Company to provide Work he/she will acquire or maintain such at his/her own expense and,if Company employs,sub-contracts,or otherwise assigns the responsibility to perform the Work,said employee/sub-contractor/assignee witl acquire and or maintain such training,licensing,or certification. E.This is a non-exclusive agreement and Company is free to provide his/her Work to other entities,so tong as there is no interruption or interference with the provision of Work called for in this Agreement. F.Company is responsible for his/her own insurance,including,but not limited to health insurance. G.Company is responsible for his/her own Worker’s Compensation coverage as well as that for any persons employed by the Company. 19.Other Provisions: A.pprovalAiithority.Each individualexecuting this Agreement on behatf of the City and Company represents and warrants that such individuals are duty authorized to execute and deliver this Agreement on behalf of the City or Company. B.General Administration and Managemn.The City’s project manager is Steve Morris.In providing Work,Company shall coordinate with the City’s contract manager or his/her designee. C.Amncirnnt and Modificatn.This Agreement may be amended only by an instrument in writing,duly executed by both Parties. D.Conflicts.In the event of any inconsistencies between Company proposals and this Agreement,the terms of this Agreement shall prevail.Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement.To the extent a Company prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced,the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E.Governing Law.This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton.Company and alt of the Company’s employees shalt perform the Work 0 PAGE8 OF 12 in accordance with all appticabte federal,state,county and city laws,codes and ordinances. F.loint DraftthgEffort.This Agreement shalt be considered for alt purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation,substitution,submission or other event of negotiation,drafting or execution. G.Jurisdiction and Venue.Any lawsuit or legalaction brought by any partyto enforce or interpret this Agreement or any of its terms or covenants shalt be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent,King County,Washington,or its replacement or successor.Company hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Company is a foreign corporation not registered with the State of Washington. H.Severability.A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement,which shall remain in full force and effect. Sie and Entire Agreement.This Agreement contains the entire agreement of the Parties and any representations or understandings,whether oral or written,not incorporated are excluded. J.Time is of the Essence.Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor.Adherence to completion dates set forth in the description of the Work is essential to the Company’s performance of this Agreement. K.Third-Party Beneficiaries.Nothing in this Agreement is intended to,nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties,and all duties and responsibilities undertaken pursuant to this Agreement will beforthe sole and exclusive benef it of the Parties and no one else. L.Bincjjng Effect.The Parties each bind themselves,their partners,successors, assigns,and legal representatives to the other partyto this Agreement,and to the partners,successors,assigns,and legal representatives of such other party with respect to all covenants of the Agreement. M.Waivers.All waivers shalt be in writing and signed by the waiving party.Either party’s failure to enforce any provision of this Agreement shalt not be a waiver and shalt not prevent either the City or Company from enforcing that provision or any0 PAGE9 OF 12 other provision of this Agreement in the future.Waiver of breach of any provision of this Agreement shatt not be deemed to be a waiver of any prior or subsequent breach unl.ess it is expressty waived in writing. N.Qjntiprts.The Parties may execute this Agreement in any number of counterparts,each of which shati constitute an original.,and all.of which will together constitute this one Agreement. IN WITNESS WHEREOF,the Parties have vol.untaril.y entered into this Agreement as of the date tast signed by the Parties beLow. CITY OF RENTON COMPANY By:_________________________By:________________________ Armondo Pavone Jf’es West Mayor Owner Gene Meyer,Inc. Date Date Attest Jason A.Seth City Cterk Approved as to Legal.Form By: ________________________ Atex TuttLe Senior Assistant City Attorney Contract Temp’ate Updated 5/21/2021 OOTCA contract no.3292 0 PAGt 10 OF 12 Approved by Alex Tuttle via email 1/30/2025 3/18/2025 EXHIBIT A I.Scope-of-Services Tow operator (“Company”)agrees to provide on-catl towing/impoundment services to duty authorized representatives of the City of Renton (“City”),at an hourly rate (per truck ctass)as set forth in Section II,below. Alt such towing and storage services shall be performed in accordance with the provisions of RCW 46.55,WAC 204-91 A,WAC 308-61,Renton City Ordinance 5856 (RMC 10-5),or other retevant state or local law or City policy or regulation,as they now exist or as may be subsequently amended. It should be noted that the Parties are additionatty subject to state regulations governingthe impoundment of motorvehicles of public motorists,which impoundments fall outside the scope of this Agreement.In the event that a motor vehicle is impounded by the Company pursuant to RCW 46.55,RMC 1 0-5,or other applicable provision of law, at the request of the City or a third party,additional costs and/or liabilities may be assessed against either Party by the relevant court having jurisdiction over the matter, and each Party agrees to resolve those claims through the judicial proceedings as described in the relevant provision of state or local law. II.Rates The Washington State Patrol establishes a rate sheet every October that sets the yearly rates for Towing Hourly Rates per tow truck class,daily storage rates,extra man hourly rates,and after hours release rates.These charges change annually,as described in RCW 46.55 and WAC 204-91A-140.At no time will the consultant charge the City of Renton more than these rates that are determined by the Washington State Patrol,during the performance of this Agreement. Use of any additional labor and/or auxiliary equipment must have prior authorization from the legal or registered owner of the vehicle or the officer in charge at the scene per WAC 204-93A-140-2(c).Only the registered or legal owner of a vehicle or the officer in charge of the scene,where it is clearly apparent that additional manpower and/or equipment is needed,can authorize extra labor or equipment as outlined in WAC 204-91A-J 40-2(c). These rate limits shall apply whether the services are provided as a result of “initial or ‘secondary tows as defined in WAC 204-91A-030.Any policy the Company 0 PAGE 11 OF 12 may have for charging less than the rates tisted above for services performed as a result of a private call shalt be applied equally to Renton Police originated calls. III.impoundment Requirements From time to time,duty authorized representatives of the City of Renton may call the Company,on a rotational basis with other tow operators located within Renton jurisdictional limits who meet the City’s impoundment requirements as listed betow,in the event that such operators have agreements with the City of Renton.During the life of this Agreement,Company agrees that,at all times,the following criteria will be satisfied: •Company shalt provide a secured storage tot within Renton city limits where up to 24 vehicles can be held for a minimum of 3 business days. •Company shalt be licensed to operate in the City of Renton and meet state licensing requirements. •Company agrees to attempt to determine whether a vehicle is stolen before connecting the vehicte to the tow truck.If the vehicle is stolen,the law enforcement agency of the jurisdiction where the vehicle is recovered wilt be notified to respond and recover the stolen vehicle. •Company agrees to respond and arrive at the requested location within 15 minutes from the initial potice call. •Company agrees to place absorbent material on liquid spills at collision scenes. •Company agrees to provide clean-up of collision debris from all collision scenes including absorbent material. The Renton Police Department may remove Company from the rotational list if: •Company refuses to impound a vehicle as requested. •Company fails to comply with any provisions of this Agreement or Exhibit A thereof. 0 PAGE 12 OF 12