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HomeMy WebLinkAbout4716 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4716 ENTERPRISE RENT-A-CAR Goods & Services Police LEG 12-1 04/24/2008 06/15/2010 In effect until terminated Termination w/30 day written notice Review date for tracking only GOODS AND SERVICES AGREEMENT THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and Enterprise Rent-A-Car ("Vendor"). The parties agree as follows: 1. VENDOR SERVICES. The Vendor shall provide to the City and its employees over the age of21 holding a valid drivers' license rental vehicles for the Bremerton Police Department. Vendor will provide clean, well-maintained, late model vehicles. Currently, Vendor carries a mix of General Motors, Ford, Chrysler, Nissan, Toyota, Lincoln, Volvo, Mazda, Mitsubishi and Cadillac vehicles. A. Roadside Assistance. Vendor shall provide 24 hour roadside assistance can be reached toll free at 800-736-8222. B. Maintenance. Vendor warrants that Vendor maintains its vehicles according to the required manufacturer maintenance schedule. If a vehicle is in need of services, City shall contact Vendor's nearest location to make necessary arrangements. Additionally, Vendor maintains a national account with Firestone that will provide necessary maintenance and forward all billings directly to Vendor. 2. TERM. This Agreement shall be in full force and effect commencing on the date fully executed by both parties and shall continue in effect until terminated. 3. COMPENSATION. The City shall pay the Vendor in accordance with the terms and conditions set forth in Exhibit A, attached hereto and incorporated herein by reference. 4. INDEPENDENT CONTRACTOR. Vendor is and shall be at all times acting as an independent contractor and not as an employee of the City. Vendor shall secure at its expense, and shall be responsible for all payments of income tax, social security, state disability insurance compensation, unemployment compensati(;m, and all other payroll deductions for the Vendor, its officers, agents, employees and sub-contractors. Vendor shall also secure all applicable business licenses, if required, in connection with the contract services, including all required licenses for Vendor's officers, agents, employees and sub-contractors. 5. TERMINATION. Either party may terminate this Agreement by giving no less than thirty days written notice to the other party of its intention to terminate the Agreement. 1 6. CLAIMS. The Vendor shall give written notice to the City of all claims other than change orders within fourteen (14) calendar days of the occurrence of the events giving rise to the claims. Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement; or, if (and only if) no such provision is applicable, unless that claim is set forth in detail in writing and received by the City within seven (7) calendar days from the date Vendor knew, or should have known, of the facts giving rise to the claim. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. Vendor must, in any event, file any claim or bring any suit arising from or connected with this Agreement within 120 calendar days from the date the contract work is complete. 7. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement. Vendor's obligation to indemnify shall not extend to that portion of damages caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Vendor and the City, its officers, officials, employees, agents and volunteers, the Vendor's liability hereunder shall be only to the extent of the Vendor's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. 2 8. INSURANCE. Vendor will provide Collision Damage Waiver (CDW) in excess of $1,000.00. The City will reimburse Enterprise for vehicle damage up to $1,000.00 per incident. City will be responsible for providing liability insurance for its drivers. 9. MISCELLANEOUS. A. Licenses and Taxes. Vendor shall possess a current Bremerton Business License and any regulatory license required to fulfill Vendor's obligations under this contract. B&O taxes shall be paid when due, and Vendor, by this agreement, assigns any payments due under this contract to the City Clerk for payment of such taxes which have been declared delinquent. B. Conflict and Precedence. In the event of a conflict between the contract documents, the document which rates higher on the following list shall take precedence: 1. Addenda, if any, 2. Contract, 3. Terms and Conditions attached hereto as Exhibit B and incorporated herein by reference, 4. Rental Agreement. C. Nondiscrimination. In the hiring of employees for the performance of work under this Agreement the Vendor, its subcontractors, or any person acting on behalf of Vendor shall not, by reason of race, religion, color, sex, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. D. Compliance with Laws. Vendor shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the performance of this Agreement. E. Work Performed at Vendor's Risk. Vendor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of this Agreement. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. 3 F. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the City and Vendor under any of the provisions of this Agreement, resolution of that dispute shall be available exclusively under t}:1e jurisdiction, venue and rules ofthe Kitsap County Superior Court, Kitsap County, Washington. G. Attorney's Fees. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall be responsible for payment of its own legal costs and attorney's fees incurred in defending or bringing ~uch claim or lawsuit; however, nothing in this subsection shall limit the City's right to indemnification under Section 7 of this Agreement. H. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed below, unless otherwise notified. Any written notice shall become effective upon delivery, but in any event three (3) calendar days after the date of mailing by regular, registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement. Notices to be sent to: Notices to be sent to: VENDOR: CITY: Attn: Ci1:t Cle.rk.. City of Bre erton JL/S (~i,<fl, l )-tY~ef Su/klt,oo Bremerton, W A 98337 Attn: 1. Assignment. Any assignment of this Agreement by the Vendor without the written consent of the City shall be void. J. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. K. Severability. If anyone or. more sections, sub-sections, or sentences of this Agreement are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this Agreement and the remainder shall remain in full force and effect. 4 L. Entire Agreement. The written provisions and terms of this Agreement, together with any attached Exhibits, supersede all prior verbal statements by any representative of the City, and those statements shall not be construed as forming a part of or altering in any manner this Agreement. This Agreement and any attached Exhibits contain the entire Agreement between the parties. Should any language in any Exhibit to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. IN WITNESS WHEREOF, the parties below have executed this Agreement. VENDOR: CITY: G/vTFflP/2ts€12G'Nf"-1"9 -cAR.. By: G- tv--- Print Name: L. f'I'\ Its: \W Date:--=rJ t} 0 r City of Bremerton l.~ By: Print Name Its:~ Date: /OK APPROVED AS TO FORM: ~' ~ =-=~;? remerton City Attomer- ATTEST: By(~gy~J Cit)j lerk R:\Legal\Lega1\Contracts\Police\Enterprise Rent -a-Car.doc 5 Exhibit A BASE RENTAL CHARGES Vehicle Type Daily Rate Weekly Rate . Monthly Rate Mid-Size Cars (Stratus, Malibu) $30.00 $165.00 $585.00 Full-Size Cars $30.00 $165.00 $585.00 (Taurus, Impala) Premium Car $30.00 $165.00 $585.00 (Grand Prix, Camry) Mini Van $30.00 $165.00 $585.00 (Caravan, FreeStar) Sport' Utility $30.00 $165.00 $585.00 (TrailBlazer, Cherokee) EXCLUSIONS: Base Rental Charges do not inctude applicable taxes, surcharges, refueling, one-way, drop- off, delivery, pickup, youthful driver or additional driver charges; or, except as set forth below, any optional products or services such as collision damage waiver ("COW"), supplemental liability protection ("SLP"), personal accident insurance and personal effects coverage ("Driver Protection Products"). DRIVER PROTECTION PRODUCTS: Base Rental Charges include the Driver Protection Product(s) below: COW FOR BUSINESS RENTALS. For rentals to Bremerton PO's employees ("Employees") for business use who are 21 years old or older only, Base Rental Charges include full COW (with $1000 deductible) upon the terms and subject to the limitations set forth in Enterprise's then standard form of rental contract ("Rental Contract"). MILEAGE CHARGES: No vehicle will be driven over 3,000 miles. Any vehicle approaching said mileage limitation will be returned and a replacement will be issued by Enterprise. If the combined mileage for the original vehicle and any/all replacement vehicles exceed three thousand (3,000) miles within a thirty (30) day rental cycle, Bremerton PO will pay a $.17 per mile charge for each mile over three thousand (3,000) miles. 6 Exhibit B ADDITIONAL TERMS AND CONDITIONS 1. Term. The term of this Preferred Rate Agreement ("Agreement") begins March 1, 2008, and ends on March 1, 2009. This Agreement may be extended for two (2) additional one-year periods upon mutual agreement of the parties. Either party may terminate this Agreement at any time by providing the other party with thirty (30) days prior written notice. 2. Rental Proaram. Enterprise agrees to make its vehicles available to Employees for rental from Enterprise's rental facilities for business use. Employees of Bremerton PO must use the customer number assigned by Enterprise to Bremerton PO (45H5984 for rentals for business use) when making the reservation for the rental. 3. Rental Contracts. For each vehicle rented, the Employee must execute Enterprise's Rental Contract in the jurisdiction in which the vehicle rental occurs. Each Employee (and any person identified on page 1 of the Rental Contract as an "Additional Authorized Driver") must possess a valid driver's license issued by the state in which such person resides, and must be age 21 or older (unless otherwise agreed to in writing and 18 or older if required by law; and 25 or older for 12 and 15 passenger vans), and meet Enterprise's other normal renter qualifications. In the event of a direct conflict between the terms of this Agreement and the terms of any Rental Contract, the terms of this Agreement will govern. However, the specific terms of each Rental Contract will govern to the extent not directly in conflict with the terms of this Agreement. Bremerton PO agrees to pay Enterprise upon demand for all rental and other charges incurred and all indemnity and other payments owed by an Employee under a Rental Contract relating to a rental for business use not timely paid by the Employee. 4. Rental Rates. For the first 12 months following the date of this Agreement, Enterprise agrees to charge the Base Rental Charges quoted on the cover page of this Agreement. In each successive twelve-month period, the Base Rental Charges are subject to increase in accordance with the preceding year's Consumer Price Index (CPI) for All Urban Consumers, All Items (1982-1984+100). In no event shall the price adjustment exceed five percent (5%) or be less than two percent (2%). In determining the length of rental, a day is deemed to be any 24-hour period or portion thereof. 5. Preferred Provider Status. Bremerton PO agrees to promote Enterprise as a preferred provider of rental cars, and to recommend Enterprise as an option to Employees renting vehicles for business use. 6. Miscellaneous. Except as otherwise required by law, Bremerton PO and Enterprise agree to maintain the confidentiality of the terms of this Agreement. This Agreement and any Rental Contract entered into between Enterprise and an Employee sets forth the entire understanding between the parties and may only be amended in a written document signed by each party. This Agreement shall be governed by the substantive laws of the state listed as part of Bremerton PO's address on Page 1. Rental Contracts shall be governed by the substantive laws of the state in which they are executed. 7. Third-Party Beneficiary. The parties intend for each subsidiary of Enterprise Rent-A-Car Company, a Missouri corporation, to be accorded the status of third-party beneficiary under this Agreement, and for all rights hereunder to inure to the benefit of each such subsidiary. 8. Maintenance. Enterprise will maintain the vehicles, both as to mechanical repairs and routine maintenance. When a Vehicle is out of operation for service, a replacement or loaner Vehicle will be provided immediately upon return of said vehicle. In the event of an accident, a loaner or replacement vehicle will be provided at no additional charge while the damaged vehicle is repaired. 9. Vehicle Usaae. It is understood and agreed that vehicles rented under this Agreement are intended for undercover investigation and surveillance by Bremerton PD. The vehicles rented under this Agreement are not intended for use in traffic control and enforcement, nor are they intended for use in chase and apprehension or transportation of suspects under arrest. 10. Modification of Vehicle. Enterprise specifically agrees that Bremerton PO may, at its own expense, apply tinting to the windows of any vehicle. Subsequently, there will be no charge to Bremerton PO to remove the tinting if it becomes necessary. Bremerton PO will maintain the tinting as to not detract from the value of the vehicle. Bremerton PO may, at its own expense, 7 install any electronic equipment it may deem necessary, provided that said installation causes no permanent damage to the vehicle (e.g. holes in sheet metal or dash area of vehicle). 11. Billing and Payments. Bremerton PD will issue a purchase order to cover vehicles under this Agreement. Enterprise will invoice Bremerton PD on a monthly basis and expect payment within thirty (30) days, following receipt of said invoice by Bremerton PD. 8