HomeMy WebLinkAboutContract CAG-18-235
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AGREEMENT FOR MAIL DELIVERY SERVICES
THIS AGREEMENT,dated November 1st, 2018, is by and between the City of Renton (the "City"),
a Washington municipal corporation, and Thunderdog Delivery, Inc. ("Consultant"), a
Washington Profit Corporation. The City and the Consultant are referred to collectively 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 af Work: Consultant agrees to provide mail delivery services as specified in Exhibit
A, which is attached and incorporated herein and may hereinafter be referred to as the
"Work."
2. Chan�es 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 by the Parties.
3. Time of Performance: Consultant shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit A.All Work shall be performed by no later
than October 31, 2019.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $12,000.00, plus any applicable state and local sales
taxes. Compensation shall be paid based upon Work actually performed according to
the rate(s)or amounts specified in Exhibit A.The Consultant agrees that any hourly or
flat rate charged by it for its Work shall remain locked at the negotiated rate(s) unless
otherwise agreed to in writing or provided in Exhibit A. Except as specifically provided
herein, the Consultant shall be solely responsible for payment of any taxes imposed
as a result of the performance and payment of this Agreement.
B. Method of Pavment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed,the Consultant shall submit a voucher or invoice in a form '
specified by the City, including a description of what Work has been performed. The
Consultant shall also submit a final bill upon completion of all Work. Payment shall be
made by the City for Work performed within twenty (20) calendar days after receipt
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and approval by the appropriate City representative of the voucher or invoice. If the
Consuitant's perFormance does not meet the requirements of this Agreement, the
Consultant will cor�ect 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 Pavment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fisca) 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 will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. Both parties reserve the right to terminate this Agreement at any time, with or
without cause by giving thirty(30) calendar days' notice to the other party 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
Consultant 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,the Consultant shall be entitled to payment
for all hours worked to the effective date of termination, less all payments previously
made. If the Agreement is terminated after partial performance of Work for which
the agreed compensation is a fixed fee,the City shall pay the Consultant an equitable
share of the fixed fee.This provision shall 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 fina!
payment due the Consultant. 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.
6. Warranties And Right To Use Work Product: Consultant represents and warrants that
Consultant will perto�m all Work identified in this Agreement in a professional and
workmanlike manner and 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 standards or guidelines (e.g. design criteria and
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Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
RCW 18.43.070. Consultant further represents and warrants that all fina) work product
created for and delivered to the City pursuant to this Agreement shall be the original work
of the Consultant and free from any intellectual property encumbrance which would
restrict the City from using the work product. Consultant 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 final work products other than for the purposes of
this Agreement shall be without liability to the Consultant.The provisions of this section
shall survive the expiration or termination of this Agreement.
7. Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all 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 Consultant agrees to provide access
to and copies of any records related ta this Agreeme�t 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. Public Records Comaliance: To the full extent the City determines necessa�y to comply
with the Washington State Public Records Act,Consultant shall make a due diligent search
of all records in its possession or contro) 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
Consultant believes said records need to be protected from disclosure, it may, at
Consultant's own expense, seek judicial protection. Consultant shall 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 Consultant has responsive
records and for which Consultant has withheld records or information contained therein,
or not provided them to the City in a timely manner. Consultant shall produce for
distribution any and all records responsive to the Public Reco�ds Act request in a timely
manner, unless those records a�e protected by court order.The provisions of this section
shall survive the expiration or termination of this Agreement.
9. Independent Contractor Relationshia:
A. The Consultant 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 Consultant and the City
during the period of the Work shall be that of an independent contractor, not
employee.The Consultant, not the City,shall have the power to control and direct the
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details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant 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.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant 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 Consultant is to be paid by it
alone, and that employing such worke�s, it is acting individually and not as an agent
for the City.
6. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industria) Insurance
Program,or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual,the
Consultant agrees to notify the City and complete any required form if the Consultant
retired under a State of Washington �etirement system and agrees to indemnify any
losses the City may sustain through the Consultant's failure to do so.
10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless
the City, elected officials, employees, office�s, 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, attorne�s or attorneys'fees, costs, and/or (itigation 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 Consultant in its performance of this Agreement or a
breach of this Agreement by Consultant, except for that portion of the claims caused by
the City's sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction,alteration,improvement,etc.,of structure or improvement attached to real
estate...)then, in the event of liabifity for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
Consultant and the City, its officers, officials, employees and volunteers, Consultant's
liability shall be only to the extent of Consultant's negligence.
It is further specifically and expressly understood that the indemnification p�ovided in
this Agreement constitute Consultant's waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
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have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
11. Gifts and Conflicts: The City's Code of Ethics and Washington State (aw 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 Consultant shall not give a gift of any kind
to City employees or officials. Consultant also confirms that Consultant 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 Consultant, negotiating or administering this
Agreement, o�evaluating the Consultant's performance of the Work.
12. Citv of Renton Business License: The Consultant shall obtain a City of Renton Business
License prior to perfo�ming 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:
http://www.rentonwa.�ov/cros/One aspx7portalld=7922741&pa�eld=9824882
Information regarding State business licensing requirements can be found at:
http:/Jdor.wa.�ov/doin�-business/re�ister-mv-business
13. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delive�ed 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 professional or 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.
D. Commerciai Automobiie Liability for owned,leased,hired or non-owned,leased,hired
or non-owned, with minimum (imits of $1,000,000 per occurrence combined single
limit, if there will be any use of Consultant's vehicles on the City's Premises by or on
behalf of the City, beyond normal commutes.
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E. Consultant shall name the City as an Additionat Insured on its commercial generai
liability policy on a non-contributory primary basis.The City'S insurance policies shall
not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant 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 Cit}rs review and acceptance, a certificate of insurance showing the
proper endorsements,shall be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation,within
two(2) business days of their receipt of such notice.
14. Delays: Consultant is not responsible for delays caused by factors beyond the
Consuitant's reasonable control. When such delays beyond the Consultant's reasonable
control occur,the City agrees the Consultant is not responsible for damages, nor shall the
Consuitant be deemed to be in default of the Agreement.
15. Successors and Assi�ns: Neither the City nor the Consultant 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, by facsimile or by nationally recognized overnight courier service.Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. 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 CONSULTANT
Karl Hurst, Print/Mail Supervisor Dave Theimer, President
1055 South Grady Way 3250 Airport Way S,#307
Renton,WA 98057 Seattle WA 98134
Phone: (425)430-6975 Phone: (425) 220-6117
khurst@rentonwa.gov dave.theimer@thunderdogdelivery.com
Fax: (425)430-6523 Fax: Click here to enter text.
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17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification,the Consultant agrees as follows:
A. Consultant, and Consultant's agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationafity, 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 physica) handicap, unless based upon a bona fide occupational
quali�cation 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 Consultant 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 Consultant 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 Consultant is responsible to be aware of and in compliance with all federal, state
and Ivcal 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. Miscellaneous:The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is requi�ed for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
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Consultant employs,sub-contracts,or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing,or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities,so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
G. Consultant is responsible for his/her own Worker's Compensation coverage as well as
that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval Authoritv- Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B. General Administration and Mana�ement.The City's project manager is Karl Hurst,or
current Print/Mail supervisor. In providing Work,Consultant shall coordinate with the
Cit�s contract manager or his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts_ In the event of any incansistencies between Consultant 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 Consultant
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. Governin� 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. Consultant and all of the Consultant's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Draftin� Effort.This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be constr�ed against one party or the
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other as a result of the prepa�ation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue.Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional lustice
Center in Kent, King County,Washington,or its replacement or successor. Consultant
hereby expressly consents to the personal and exclusive jurisdiction and venue of
such court even if Co�sultant is a foreign corporation not registered with the State of
Washington.
H. Severabilitv. 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 ful!force and effect.
I. Sole and Entire A�reement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
1. 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 Consultant's performance of
this Agreement.
K. Third-Partv 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 responsibiiities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Bindin� Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to 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 shall be in writing and signed by the waiving party. Either party's
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Consultant from enforcing that provision or any other
provision of this Agreement in the future. Waiver of breach of any provision of this
Ag�eement shall not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing.
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N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below_
CIl1(OF RENTON CONSULTANT
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Robert Harrison Dave Theimer
Chief Administrative Officer President
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Date Date
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Cit Cler
Approved as to Legal Form
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Shane Moloney
Renton City Attorney
Contrect Template Updated 08/22/2018
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Exhibit A - Contract Specifics
Thunderdog Delivery, Inc. (Thunderdog) and the City of Renton (client) are entering into a
contract where Thunderdog will provide the following delivery senrices commencing November
1�, 2018 for a term of one year through October 31�, 2019.
• Pick up clients incoming mail from the Highlands post office at 4301 NE 4t''St, Renton
WA 98059-9998, about 10:00 to 11:OOam and deliver to PrintJMail Services on floor P2
of Renton city hall at 1055 S Grady Way, Renton WA 98057-3232 by 11_30 am.
• Pick up clients outgoing unmetered mail at the same city hall address between 3:00 and
4:45 pm and deliver to Diamond Communications Solutions at 700 SW 34t''St, Renton
WA 98057-4814 before 5:00 pm.
• Rates will be$16.00 per day for the morning route,and$25.00 per day for the
afternoon route.
• Terms are to be no more than NET 20 past Invoice date,ACH is preferred.
Services will be provided every weekday,excluding city holidays.Thunderdog and Client both
agree to these services and rates as outlined above.
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