CONTRACT 4029 Vender Agreement CLOSED2 W , . �
CITY OF EL SEGUNDO
POLICE TOWING AND STORAGE SERVICE
AGREEMENT
THIS AGREEMENT is entered into the 10th day of December, 2009, by and
between the CITY OF EL SEGUNDO, a general law city and municipal corporation ( "City")
and MANHATTAN BEACH TOWING, a California corporation ( "Contractor ").
RECITALS
A. City wishes to provide towing services and garage impound and storage facilities
for the purposes of towing away and impounding all motor vehicles (i) involved
in traffic accidents; (ii) violating various sections of federal or state law
(including, without limitation, the California Vehicle Code) or the El Segundo
Municipal Code ( "ESMC "); (iii) being held by the El Segundo Police Department
(the "Police Department" as evidence in criminal cases; and (iv) for such other
tow -away or impound services whether for public or private property as City
requests from time to time.
B. Contractor owns and operates a business providing towing services and garage
impound and storage facilities.
C. City wishes to engage Contractor to provide prescribed months of towing services
and garage impound and storage facilities required under this Agreement and
Contractor wishes to provide said services and facilities.
NOW THEREFORE, it is mutually understood and agreed by City and Contractor as
follows:
1. Scope of Services.
A. Contractor must comply with all applicable law including, without limitation, the
ESMC towing regulations, and the City's towing service policy. The terms and
conditions of the City's towing service policy, and the ESMC, are incorporated
into this Agreement as if fully set forth.
B. Contractor must comply with the terms and conditions of the Request for
Proposals, which are incorporated by reference as if fully set forth.
C. Contractor must, in a professional manner, furnish all of the labor, technical,
administrative, personnel, all supplies and materials, equipment, printing,
vehicles, transportation, office space and facilities, and all other means
whatsoever, except as herein otherwise expressly specified to be furnished by
City, necessary or proper to perform and complete the work and provide the
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services required of Contractor by this Agreement.
2. Responsibilities of City.
A. Subject to applicable law and policy, City may request Contractor to respond and
provide the Services under this Agreement.
B. If Contractor is unable at any time to respond with prompt and adequate service,
City reserves the right, without notice to Contractor, to request other towing and
garage impound and storage facility operators to respond and provide the Service.
C. Notwithstanding any other provision of this Agreement, if the owner or other
person entitled to possession of the vehicle requiring towing services otherwise
subject to this agreement specifically requests that a towing operator other than
Contractor provides those services; such services may be performed by the
requested towing operator if such services are available without unreasonable
delay.
3. Compensation.
A. Contractor may charge and receive compensation not in excess of those rates set
established by the California Highway Patrol Tow Service Agreement and must
comply with Vehicle Code § 22658(i). Notwithstanding the foregoing, if a fluid
spill (except clear water) from a vehicle which requires a tow company to use an
absorbent material was caused by the negligence of the vehicle owner, the tow
company may charge an additional clean-up fee equal to the actual cost of the
clean-up service provided by the tow company.
B. Contractor agrees that liability and payment for services is only from the person
requiring the Services set forth above. City is not liable or responsible for any
payment.
4. Term. The term of this Agreement is from December 1, 2009, to December 1, 2013. Subject
to the termination requirements of Section 12, this Agreement may be extended once for three
(3) years at City's sole discretion.
5. Performance Standards. While performing this Agreement, Contractor will use the
appropriate generally accepted professional standards of practice existing at the time of
performance utilized by persons engaged in providing similar services. City will notify
Contractor of any deficiencies and Contractor will have fifteen (15) days after such notification
to cure any shortcomings to City's satisfaction. Costs associated with curing the deficiencies
will be borne by Contractor.
6. Familiarity with Work.
A. By executing this Agreement, Contractor agrees that it has:
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. Carefully investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, Contractor agrees that Contractor has or
will investigate the site and is or will be fully acquainted with the conditions there
existing, before commencing the services hereunder. Should Contractor discover
any latent or unknown conditions that may materially affect the performance of
the services, Contractor will immediately inform City of such fact and will not
proceed except at Contractor's own risk until written instructions are received
from City.
7. Conflict of Interest. No official, officer or employee of the City, or members of their direct
family, can have any interest, direct or indirect, in this Agreement or the proceeds thereof during
his /her tenure with the City or for a period of one year thereafter. Contractor must indemnify,
defend and hold harmless the City, its officials, officers, attorneys and employees from all
claims, liabilities, lawsuits, actions, or damages of any type, including without limitation costs of
suit and attorneys fees, arising out of any claim, proceeding, lawsuits or actions related to any
alleged breach of this paragraph, violation of Government Code §§ 1090, et seq. or the Political
Reform Act (Government Code §§ 87100, et seq.).
8. Consistency. In interpreting this Agreement and resolving any ambiguities, the main body of
this Agreement takes precedence over any incorporated Exhibits including, without limitation,
the Request for Proposals; this Agreement supersedes any conflicting provisions.
9. Taxpayer Identification Number. Contractor will provide City with a Taxpayer Identification
Number.
10. Permits and Licenses. Contractor, at its sole expense, will obtain and maintain during the
term of this Agreement, all necessary permits, licenses, and certificates that may be required in
connection with the performance of services under this Agreement.
11. Waiver. City's review or acceptance of, or payment for, services rendered by Contractor
under this Agreement will not be construed to operate as a waiver of any rights City may have
under this Agreement or of any cause of action arising from Contractor's performance. A waiver
by City of any breach of any term, covenant, or condition contained in this Agreement will not
be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or
condition contained in this Agreement, whether of the same or different character.
12. Termination.
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A. Except as otherwise provided, City may terminate this Agreement at any time
with or without cause.
B. Contractor may terminate this Agreement at any time upon thirty (30) days
written notice..
C. Upon receiving a termination notice, Contractor will immediately cease
performance under this Agreement unless otherwise provided in the termination
notice.
D. Should the Agreement be terminated pursuant to this Section, City may procure
on its own terms services similar to those terminated.
E. By executing this document, Contractor waives any and all claims for damages
that might otherwise arise from City's termination under this Section.
13. Ownership of Documents. All documents, data, studies, drawings, maps, models,
photographs and reports prepared by Contractor under this Agreement are City's property.
Contractor may retain copies of said documents and materials as desired, but must deliver all
original materials to City upon City's written notice. City agrees that use of Contractor's
completed work product, for purposes other than identified in this Agreement, or use of
incomplete work product, is at City's own risk.
14. Publication of Documents. Except as necessary for performance of service under this
Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared
pursuant to this Agreement, will be released by Contractor to any other person or public City
without City's prior written approval. All press releases, including graphic display information
to be published in newspapers or magazines, will be approved and distributed solely by City,
unless otherwise provided by written agreement between the parties.
15. Indemnification.
A. Contractor indemnifies and holds City harmless from and against any claim,
action, damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its performance, except
for such loss or damage arising from City's sole negligence or willful
misconduct. Should City be named in any suit, or should any claim be
brought against it by suit or otherwise, whether the same be groundless or
not, arising out of this Agreement, or its performance, Contractor will defend
City (at City's request and with counsel satisfactory to City) and will
indemnify City for any judgment rendered against it or any sums paid out in
settlement or otherwise.
B. For purposes of this section "City" includes City's officers, officials, employees,
agents, representatives, and certified volunteers.
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C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by Contractor as required by this Agreement, and any approval of said
insurance by City, are not intended to and will not in any manner limit or qualify
the liabilities and obligations otherwise assumed by Contractor pursuant to this
Agreement, including, without limitation, to the provisions concerning
indemnification.
16. Assignability. This Agreement is for Contractor's services. Contractor's attempts to assign
the benefits or burdens of this Agreement without City's written approval are prohibited and will
be null and void.
17. Independent Contractor. City and Contractor agree that Contractor will act as an independent
contractor and will have control of all work and the manner in which is it performed. Contractor
will be free to contract for similar service to be performed for other employers while under
contract with City. Contractor is not an agent or employee of City and is not entitled to
participate in any pension plan, insurance, bonus or similar benefits City provides for its
employees. Any provision in this Agreement that may appear to give City the right to direct
Contractor as to the details of doing the work or to exercise a measure of control over the work
means that Contractor will follow the direction of the City as to end results of the work only.
18. Audit of Records. Contractor will maintain full and accurate records with respect to all
services and matters covered under this Agreement. City will have free access at all reasonable
times to such records, and the right to examine and audit the same and to make transcript
therefrom, and to inspect all program data, documents, proceedings and activities. Contractor
will retain such financial and program service records for at least three (3) years after termination
or final payment under this Agreement.
19. Insurance.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, Contractor will procure and maintain the following types
of insurance with coverage limits complying, at a minimum, with the limits set
forth below:
jype of Insurance
Commercial general liability:
Business automobile liability
Workers compensation
Limits
$1,000,000
$1,000,000
Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of
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41329
the most recent ISO -CGL Form. The amount of insurance set forth above will be
a combined single limit per occurrence for bodily injury, personal injury, and
property damage for the policy coverage. Liability policies will be endorsed to
name City, its officials, and employees as "additional insureds" under said
insurance coverage and to state that such insurance will be deemed "primary"
such that any other insurance that may be carried by City will be excess thereto.
Such insurance will be on an "occurrence," not a "claims made," basis and will
not be cancelable or subject to reduction except upon thirty (3 0) days prior written
notice to City.
C. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92, including symbol I (Any Auto).
D. Contractor will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement and such
other evidence of insurance or copies of policies as may be reasonably required
by City from time to time. Insurance must be placed with insurers with a current
A.M. Best Company Rating equivalent to at least a Rating of "A:VII."
E. Should Contractor, for any reason, fail to obtain and maintain the insurance
required by this Agreement, City may obtain such coverage at Contractor's
expense and deduct the cost of such insurance from payments due to Contractor
under this Agreement or terminate.
20. Use of Subcontractors. Contractor must obtain City's prior written approval to use any
consultants while performing any portion of this Agreement. Such approval must approve of the
proposed consultant and the terms of compensation.
21. Incidental Tasks. Contractor will meet with City monthly to provide the status on the
project, which will include a schedule update and a short narrative description of progress during
the past month for each major task, a description of the work remaining and a description of the
work to be done before the next schedule update.
22. Notices. All communications to either party by the other party will be deemed made when
received by such party at its respective name and address as follows:
If to Contractor:
Manhattan Beach Towing
4622 Marine Ave
Lawndale, CA 90260
Attention: Mohsen Maj d, Owner
If to City:
City of El Segundo
348 Main St
El Segundo, CA 90245
Attention: Captain Bob Turnbull
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Any such written communications by mail will be conclusively deemed to have been received by
the addressee upon deposit thereof in the United States Mail, postage prepaid and properly
addressed as noted above. In all other instances, notices will be deemed given at the time of
actual delivery. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
23. Conflict of Interest. Contractor will comply with all conflict of interest laws and regulations
including, without limitation, City's conflict of interest regulations.
24. Solicitation. Contractor maintains and warrants that it has not employed nor retained any
company or person, other than Contractor's bona fide employee, to solicit or secure this
Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any
company or person, other than Contractor's bona fide employee, any fee, commission,
percentage, brokerage fee, gift or other consideration contingent upon or resulting from the
award or making of this Agreement. Should Contractor breach or violate this warranty, City
may rescind this Agreement without liability.
25. Third Party Beneficiaries. This Agreement and every provision herein is generally for the
exclusive benefit of Contractor and City and not for the benefit of any other party. There will be
no incidental or other beneficiaries of any of Contractor's or City's obligations under this
Agreement.
26. Interpretation. This Agreement was drafted in, and will be construed in accordance with the
laws of the State of California, and exclusive venue for any action involving this agreement will
be in Los Angeles County.
27. Compliance with Law. Contractor agrees to comply with all federal, state, and local laws
applicable to this Agreement.
28. Entire Agreement. This Agreement sets forth the entire understanding of the parties. There
are no other understandings, terms or other agreements expressed or implied, oral or written.
This Agreement will bind and inure to the benefit of the parties to this Agreement and any
subsequent successors and assigns.
29. Rules of Construction. Each Party had the opportunity to independently review this
Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a
whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against
either Party.
30. Severability. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
31. Authority/Modification. The Parties represent and warrant that all necessary action has been
taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the
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actions described herein. This Agreement may be modified by written amendment. City's
executive manager, or designee, may execute any such amendment on behalf of City.
32. Acceptance of Facsimile Signatures. The Parties agree that this Agreement, agreements
ancillary to this Agreement, and related documents to be entered into in connection with this
Agreement will be considered signed when the signature of a parry is delivered by facsimile
transmission. Such facsimile signature will be treated in all respects as having the same effect as
an original signature.
33. Captions. The captions of the paragraphs of this Agreement are for convenience of reference
only and will not affect the interpretation of this Agreement.
34. Time is of Essence. Time is of the essence for each and every provision of this Agreement.
35. Force Majeure. Should performance of this Agreement be prevented due to fire, flood,
explosion, acts of terrorism, war, embargo, government action, civil or military authority, the
natural elements, or other similar causes beyond the Parties' reasonable control, then the
Agreement will immediately terminate without obligation of either party to the other.
36. Statement of Experience. By executing this Agreement, Contractor represents that it has
demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the
Agreement in a manner satisfactory to City. Contractor represents that its financial resources,
surety and insurance experience, service experience, completion ability, personnel, current
workload, experience in dealing with private consultants, and experience in dealing with public
agencies all suggest that Contractor is capable of performing the proposed contract and has a
demonstrated capacity to deal fairly and effectively with and to satisfy a public City.
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4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.
City Manage , "signedlarch %1 2012
(December 2009)
Manhattan Beach Towing
By,
Molasen Maj d , Owner