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AG 23-032 - DRYBOX
I RETURN TO: Anna Lieck EXT: 2601 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: community Development ORIGINATING STAFF PERSON: Keith Niven EXT: 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT A GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER PROJECT NAME: Drybox Lease Agreement NAME OF CONTRACTOR: DryBox ADDRESS: 123 Estep Road, Chehalis, Wa 96532 TELEPHONE 253-366-6505 E-MAIL: ryang@drybox.com FAX: SIGNATURE NAME: Ryan GBr1Sber(j TITLE sales and Rental EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: COMPLETION DATE: TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ® NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 10YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR IF] CITY RETAINAGE: RETAINAGE AMOUNT: Monthly $220-20 ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT/CONTRACT REVIEW ❑ PROJECT MANAGER A DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) © LAW 1. COUNCIL APPROVAL (IF APPLICABLE) 2. CONTRACT SIGNATURE ROUTING INITIAL / DATE REVIEWED KN/2/14/2023 KVA 2/21 /2023 INITIAL / DATE APPROVED AP — I — COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) .< LAW DEPARTMENT 0 SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# MTIAL / DATE SIGNED �V1} z+ Lo yZ AG# a ;OMMENTS: ,limate Program Manager requested that amendments for deliverables be sent in letter format. I Mn1'7 Lease Agreement Billing: 360-262-1869 Pickup calls: 360-262-1782 Billing Address City of Federal Way 1600 B SW Dash Point Rd Box 87 Federal Way, WA 98023 Dry Box Inc Representative Reference #: 140866 132 Estep Road Ryan Gensberg Date: 02/17/23 Chehalis, WA 98532 Phone: 253-366-6505 PO #: Toll Free: 1-888-DRY-BOXX Email: Fax: 360-262-3139 ryang@drybox.com Job #: Customer Information Site Contact: Scott Sproul Phone Number: 253-835-2633 Acctng Contact: Acctng Phone: 206-375-6485 Acctng Email: rebecca. kovar@cityoffederalway.com; Gene.Greenfield@cityoffederalway.com Alt. Mailing Address (recommended): Min Rental Period Payment Terms Sales Rep 1 Month(s) RG OTY Item 1 1 1 1 1 Rental Containers Transportation Transportation Rental Containers Transportation Transportation Signature Description Shipping Date 02/17/23 10' Standard Container, New - 1 Trip, 02/17/23 - 03/16/23 Drybox Inc. in not responsible for damage to contents for any reason during the rental. Failed deliveries for any reason are billed to the customer Customer Responsible for making sure the container doors work property before driver leaves the yard. Customer needs to be on site for all rentals to sign PPW and show driver where to place container. Deliver Empty 02/17/23 City of Federal Way DTC Pickup Empty 10' Standard Container, New - 1 Trip, 02/17/23 - 03/16/23 Drybox Inc. in not responsible for damage to contents for any reason during the rental. Failed deliveries for any reason are billed to the customer Customer Responsible for making sure the container doors work property before driver leaves the yard. Customer needs to be on site for all rentals to sign PPW and show driver where to place container. Deliver Empty 02/17/23 City of Federal Way DTC Pickup Empty Shipping Address City of Federal Way City of Federal Way 33325 8th Ave S Federal Way, WA 98003 Recurrence Monthly Once Once Monthly Once Once Ship Via Each Each Total $100.00 $100.00 $75.00 $75.00 $100.00 $75.00 $75.00 Subtotal 10.10% Taxes Total Initial Charge Total Monthly Charge $75.00 $75.00 $100.00 $75.00 $75.00 $500.00 $50.52 $550.52 $220.20 Printed Name U& tq-�� Date U 2'1 l2'3 base agreement terms and conditions on following pages Page 1 DRY BOX INC Master Lease Agreement Terms & Conditions 1. Lease Customer ("you") hereby lease from DRY BOX INC or its subsidiary all storage container units, office units, refrigerated container units, moving units and equipment identified as part of this Lease and any future substituted or added units (collectively, "Units"). This Master Lease will govern all future rentals unless agreed in writing otherwise. Customer accepts this Lease when Customer does any of the following: (a) provides a written or electronic signature; (b) attempts to or in any way uses the services of DRY BOX INC; (c) loads or stores goods in a Unit; or (d) pays for any services of DRY BOX INC. Unless identified in writing as a sale, you shall not acquire any ownership interest in any Unit. The term of a Unit lease ("Lease") commences upon the date of delivery of a Unit and continues on a monthly basis until terminated as provided herein. You agree to pay DRY BOX INC the lease charges, sales and prorated personal property tax assessments or comparable amounts, delivery, pickup and fuel charges, Loss Limitation Waiver charge, waiting time charges if delivery/pickup exceeds one hour on -site, and other charges set forth in invoices delivered to you (collectively, "Charges"). Unless agreed to otherwise by DRY BOX INC, all Charges are due monthly in advance without demand. Charges and terms of this Lease are subject to change upon notice to you and shall be effective upon the earlier of payment by Customer of its next invoice or the next Charges due date. You shall owe all Charges for each Period regardless of the number of days Units were on -rent and there will be no return of Charges in the event a Unit is returned prior to the end of a Period. You shall pay as liquidated damages (not a penalty) $25 for dishonored checks and 15% of unpaid pretax Charges after each Charges' due date. If you have provided DRY BOX INC with credit card information, you authorize DRY BOX INC to charge your credit card for all Charges. You shall pay in advance the deposit indicated to secure your performance of a Lease. The deposit will be returned if Unit is returned in undamaged condition. DRY BOX INC may apply the deposit to damage or Charges. 2. Delivery, Use and Removal. You may store Units at your delivery location or pay DRY BOX INC to store Units at a DRY BOX INC facility and agree Units may be stored by DRY BOX INC at an alternative location in DRY BOX INC's sole discretion. By using Units, you or your agent accept the Units as free of defects, in good repair and working condition. You agree to inspect Units prior to use and to notify DRY BOX INC in writing of any defect. While at your location and until received at a DRY BOX INC facility, you shall be solely responsible for all loss, theft, and damages (except ordinary wear and tear) to Units, Unit contents ("Contents") and your premises or other property, for any cause whatsoever, including (without limitation) damages caused by theft, vandalism, forces of nature, condensation, humidity, or damages relating to the delivery or removal of a Unit. You shall not allow habitation in Units or store illegal, unsanitary, explosive, staining, malodorous or hazardous materials in any Unit, or alter any Unit in any way (including drilling holes, painting, or affixing signs). You agree not to store collectibles, currency, heirlooms, jewelry, works of art or anything having sentimental value to you and waive any claim for emotional or sentimental attachment to the Contents. If a Unit is delivered and placed by DRY BOX INC, you must contact DRY BOX INC to relocate any Unit and obtain DRY BOX INC's written consent or pay DRY BOX INC's relocation rates. You shall pay DRY BOX INC all Charges to clean, paint, repair, remove locks, make immediately ready for re -lease any Unit and to remove, store, or dispose of Contents. You shall keep Units freely accessible at all times for inspection and removal. If a Unit is destroyed, damaged beyond repair, lost, stolen, or not returned, you shall pay the Unit replacement value plus applicable taxes. You assume full responsibility for identifying and complying with local ordinances and for any fines or penalties resulting from your use or placement of Units in violation of such ordinances and/or regulations. You must call DRY BOX INC to schedule Unit return. DRY BOX INC will attempt to schedule delivery/removal of the Unit as requested by you, but rental Charges will continue until return of the Unit is completed. You are responsible to remove all locks and clean and empty the Unit prior to return to DRY BOX INC. DRY BOX INC may remove all locks, empty Unit and any Contents left in Units may become DRY BOX INC property without payment. You shall pay additional removal charges (including for failed attempts) if a Unit isn't ready for DRY BOX INC removal or for changes in site condition. DRY BOX INC's driver or agent may refuse a delivery/removal and DRY BOX INC can charge Customer if such cannot be accomplished due to safety or potential damage. You authorize DRY BOX INC to attempt to place Units pursuant to your instructions on a driveway or other paved surface accessible from a street, over your lawn or other non - paved area and you represent that any placement area will have adequate size, clearance, and structural integrity to sustain the weight and size of the Unit(s), delivery truck and any other related equipment. You shall maintain the Unit in good condition. You are responsible to weekly inspect the Unit's interior and exterior to assure it is in good working condition. You shall keep each Unit free from all liens and grant DRY BOX INC a contractual lien and security interest (as of the date any Charges are unpaid and due) on all Contents and proceeds thereof to secure payment of Charges. 3. Warranty Disclaimer. DRY BOX INC MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND YOU AGREE YOU HAVE SOLELY DETERMINED THAT THE UNITS ARE SUITABLE FOR YOUR INTENDED USE. You lease the Units "as is." DRY BOX INC shall not be liable for any damages, loss of profits, loss of or damage to property stored in or around the Units, personal injury, death, or other damages, direct or indirect, consequential, or otherwise of you or your agents or invitees for any reason. You shall indemnify, hold harmless, defend and reimburse DRY BOX INC and its directors, officers, employees, and agents ("DRY BOX INC Related Parties") from and against all losses, damages, death, claims, injuries, costs and attorney's fees arising directly or indirectly from (i) the use, placement, removal or condition of Units, (ii) the loss of, damage to or destruction of Units and/or Contents (iii) any fine, liens, tax, penalty, towing, impound or other charges arising from your use of the Units or (iv) your breach of this Lease. Units shall not be attached or affixed to real property. Insurance and L-oss-LirMtatiorr Walver{"L-L--W")-Aleither-you-nor--your-insurer- he4khave-any-•slain;-(direct-oFr�atior+)-agaifrst BRA d X-IN- •end-provide-for- �g ems- - —Gharge-LLW terms-are-publishetti:tn i-W-and.#-iereby4Rmpw*ed::by r*femnee—Yau.acknowledge-mceipEof — such -terms -and -that -they are part of -each -Lease ar payrrrept-o tine l EYU-uusive�yeer-Iiahifst r for 4�ni#s-fntit Evrrtents}vp to the --replacement cost of Units-subjeef#o-a-deE6etible-and other-limitations- 5. Miscellaneous. DRY BOX INC may terminate this Lease at any time without notice. Each of the following constitute an "Event of Default": (a) you fail to perform any term of any Lease, (b) you have bankruptcy, reorganization or insolvency proceedings threatened or instituted, or (c) DRY BOX INC has a reasonable belief of an anticipatory default by you. Upon an Event of Default DRY BOX INC may, without legal process or notice, terminate a Lease, enter any premises, repossess Units, remove any locks on property or Units, remove Contents without regard to their protection or pursue any other remedy available. You grant DRY BOX INC access to your property and permission to enter day or night, remove locks, disconnect attached utilities, and repossess Units. If a Unit is Page 2 repossessed, you approve DRY BOX INC to remove Contents or exercise its Contents lien and you will have no claim for damaged Contents. If you do not pay all Charges due and remove all Contents from DRY BOX INC premises, you grant DRY BOX INC permission to dispose of/sell Contents in accordance with applicable state law and apply net proceeds to unpaid Charges. Customer releases and_ agrees to indemnify DRY BOX INC and DRY BOX INC Related Parties from any claims for trespass, conversion and any damages arising from repossession. You agree to pay, as liquidated damages, DRY BOX INC's collection/repossession/disposal fees, attorney's fees and any other cost incurred by any Event of Default or the exercise of DRY BOX NC's remedies. Repossession shall not relieve you of your obligation to pay Charges owed. No remedy herein is exclusive and shall be in addition to any remedy herein or otherwise available to DRY BOX INC. If DRY BOX INC seeks to recover or repossess Units by means of "writ of replevin" or similar method, you waive any bond posting requirement. Acceptance of partial payment shall not constitute a waiver of DRY BOX NC's right to full payment. Any endorsements appearing on your checks shall not affect Charges owed. You shall not sell or sublease a Unit or assign your duties hereunder. DRY BOX INC may assign, pledge, or transfer this Lease without your consent. Except as provided in Section 1, a Lease may only be amended in writing executed by the parties, shall be governed by the state laws where this Lease was executed by DRY BOX INC ("Jurisdiction") and contains the entire understanding of the parties and supersedes the terms of any purchase order or similar document from you or any other agreement among the parties. Any suit regarding this Agreement shall be brought in the Jurisdiction provided that DRY BOX INC may bring suit against you in any county where the Unit is located. If any term hereof is unenforceable, such invalidity shall not affect the enforceability of the Lease or any other provision. This Lease may be executed in multiple counterparts and by electronic transmission, each of which shall be regarded as an original and constitute one instrument. Your indemnity obligations shall survive termination of a Lease. You agree that DRY BOX INC's total liability under this Lease shall not exceed $5,000. DRY BOX INC, you and your agents or invitees waive any right to trial by jury for any cause of action brought against DRY BOX INC or DRY BOX INC Related Parties. Both parties agree to exclusively abide by the notice, access, lien, and sale procedures herein and waive to the fullest extent possible any legal requirements for other access, lien, notice and sale procedures. Page 3