Request for Proposals

Towing Services Contract with a Municipality

Contract made on the (date), between (Name of Municipality), a municipal corporation organized and existing under the laws of the state of , referred to herein as City, and (Name of Towing Service), a corporation organized and existing under the laws of the state of , with its principal office located at (street address, city, state, zip code), referred to herein as Contractor.

Whereas, City periodically requires the services of a qualified contractor to tow vehicles to a City storage facility, or to such other locations as specified by an authorized City representative; and

Whereas, City has issued a Call for Bids # for the provision of towing services; and

Whereas, in response to said Call for Bids, Contractor submitted a bid for the provision of towing services pursuant to the terms and conditions specified in the Call for Bids and as set forth in this Contract; and

Whereas, City has determined that the Contractor is qualified and prepared to provide towing services pursuant to the terms and conditions specified in the Call for Bids and as set forth in this Contract and has submitted a bid that is advantageous to the City.

Now, therefore, for and in consideration of the mutual covenants contained in this Contract, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Term

The Contract shall commence on the (date), and shall terminate on (date), unless earlier terminated as provided herein. Thereafter, it may be renewed by the City for up to subsequent one-year terms upon written notice to the Contractor of the City’s intent to renew.

2. Scope of Services

Services performed pursuant to this Contract shall be subject to the following terms and conditions:

A. Contractor shall provide light duty, and/or medium duty, and/or heavy duty towing service as specified in the Towing Rate Schedules attached as Exhibit A to this Contract when requested by the (Name of Department), or other authorized City representative. Vehicles to be towed pursuant to this Contract at the rates specified herein shall include:

1. City-Owned vehicles; and

2. Vehicles not owned by the City which are towed by request of City representatives as designated herein and when such requests are accompanied by instructions to invoice the City for services rendered.

B. Contractor shall be paid for towing services rendered at the rates specified in the Towing Rate Schedules attached as Exhibit A to this Contract. Payment for towing services will be made monthly upon receipt of detailed invoices which shall include the information specified in Article 4 below.

C. Contractor shall tow vehicles only to the location designated by an authorized City representative except, in case of an emergency, as directed otherwise by an authorized law enforcement officer.

D. City will select towing contractors from City Rotation Lists which will include all contractors designated by the City to provide services in the geographic area within which services are required. The City will maintain a minimum of one (1) City Rotation List and a maximum of two (2) City Rotation Lists. The City may designate one list as a Sheriff’s Office Rotation List, and a second list as a Fleet Management/Public Works Rotation List. Providers will be placed at random on the initial City Rotation List(s) with selections to be made from the top of the list. Once selected, a contractor will be moved to the bottom of the list. Newly-designated contractors shall initially be placed at the bottom of existing City Rotation Lists.

E. At the time of each service request, the City will provide Contractor the information necessary to allow Contractor to respond to the request and provide towing service, including vehicle identification and/or license number, vehicle description, vehicle location and towing destination.

F. A contractor who refuses a towing assignment will be moved to the bottom of the City Rotation List from which the contractor was selected.

G. A contractor who refuses three consecutive towing assignments may be removed from the City Rotation List for thirty (30) days.

3. General Specifications and Conditions

Service, equipment, facilities, and personnel supplied by the Contractor shall comply with the General Specifications and Conditions as set forth in Exhibit B to this Contract.

4. Records

Contractor shall maintain adequate records of every vehicle towed to include, at least, the following:

A. Location where vehicle was picked up and name of tow truck driver;

B. Contractor invoice number on tow slip;

C. Make, Model, and Year of vehicle;

D. License plate number and State;

E. Dispatch Report (DR) Number, if applicable;

F. Vehicle Identification Number, City vehicle number, and Purchase Order (if applicable).

G. Name of person requesting tow service, person’s department, and employee/badge number.

H. Contractor shall grant access to all records maintained by Contractor pursuant to this Contract upon request by representatives of the City’s Fleet Management Department, Public Works Department, Sheriff’s Office or other authorized City representative for routine audit, resolution of claims or disputes or for such other purpose as may be deemed necessary by the City.

5. Insurance and Indemnification

A. Contractor shall throughout the effective term of this Contract obtain and maintain policies of insurance as specified herein. Prior to the effective date of this Contract, Contractor shall furnish to the City certificates of insurance confirming the coverages specified herein. Certificates shall be issued by an insurance company authorized by the Insurance Department of the State of (Name of State) to transact business in the State of (Name of State). All policy forms and certificates shall be subject to the approval of City. Each certificate shall be identified by reference to “”. All Certificates of Insurance require pursuant to this section shall designate City as an additional insured. Certificates not containing the required identification and designation shall not be accepted. Required coverages are as follows:

1. Liability Insurance: General Liability Policy written on a comprehensive form with a minimum aggregate policy limit of $2,000,000 for bodily injury, premises/operations, products and completed operations, independent contractors, broad form property damage and personal injury.

2. Workers Compensation and Employer’s Liability: Statutory coverage for Worker’s Compensation and a minimum limit of liability for Employer’s Liability of $1,000,000, or a letter of certification from the (Name) Industrial Commission that the Contractor is an authorized self-insurer.

3. Auto Liability: Automobile Liability Policy to include coverage for non-owned or hired autos with a minimum policy limit of $1,000,000 per occurrence, $2,000,000 aggregate for bodily injury, property damage or personal injury.

B. Contractor shall notify the City no less than 10 days prior to any changes in coverage including but not limited to, policy forms, policy limits, cancellations, non-renewals, or changes in insurance carriers. Failure to provide required notification pursuant to this section shall be considered a material breach of this Contract and provide grounds for immediate termination.

C. Notwithstanding the insurance provisions set forth herein, Contractor further agrees to save, hold harmless and indemnify the City, its officers, employees and agents from any lawsuits, claims or expenses, including reasonable attorney’s fees arising from the performance of Contractor or Contractor’s designated employees or agents pursuant to this Contract. It is understood and agreed that Contractor’s indemnification obligations pursuant to this Section are in no way limited to the policy limits of the required policies of insurance as required herein.

6. Status of Contractor

For purposes of its performance pursuant to this Contract, Contractor shall, at all times, be deemed an independent contractor, shall not be considered an employee of (Name) City for any purpose whatsoever, shall not be entitled to receive any of the fringe benefits associated with employment, and will not be subject to the provisions of the (Name) City merit system. Contractor will be responsible for payment of all Federal, State, and local taxes associated with the compensation received by Contractor from City. Contractor shall be solely liable for the acts and omissions of its officers, employees or agents in their performance of duties pursuant to this Contract. Contractor shall be responsible for the provision of its services pursuant to this Contract without supervision by City subject only to the terms and conditions as set forth herein.

7. Subcontractors

Contractor will be liable for all acts and omissions of its subcontractors and of persons directly or indirectly employed by such subcontractors to the same extent that the Contractor is responsible for the acts and omissions of Contractor’s officers, employees or agents. Nothing in this Contract shall the City to directly compensate any Subcontractor for services rendered or expenses incurred in the provision of services pursuant to this Contract, except as expressly required by law.

8. Termination for Convenience

City may terminate this Contract for any reason upon 30 days written notice to Contractor of intent to terminate. In the event of such termination the City shall be obligated only for payment for services rendered by Contractor prior to the effective date of the termination.

9. Termination for Cause

In the event of the breach of any provision of this Contract by Contractor, the City may terminate this Contract immediately upon written notice to Contractor. The notice of termination shall specify the breach(s) constituting the basis for termination. In the event of such termination, the City shall be obligated only for payment for services rendered by Contractor prior to the effective date of the termination, provided that the City may withhold payment for any services that City determines were not provided in a satisfactory manner.

10. Compliance with Laws

Contractor shall comply with all federal, state, and local laws, rules, regulations, standards, and Executive Orders, without limitation to those designated within this contract. The laws and regulations of the State of (Name) shall govern the rights of the parties, the performance of this contract, and any disputes hereunder. Any action relating to this contract shall be brought in a court of the State of (Name) in (Name) City. Any chances in the governing laws, rules, and regulations during the terms of this contract shall apply, but do not require amendment.

9. Severability

The invalidity of any portion of this Contract will not and shall not be deemed to affect the validity of any other provision. If any provision of this Contract is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

10. No Waiver

The failure of either party to this Contract to insist upon the performance of any of the terms and conditions of this Contract, or the waiver of any breach of any of the terms and conditions of this Contract, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

11. Governing Law

This Contract shall be governed by, construed, and enforced in accordance with the laws of the State of .

12. Notices

Any notice provided for or concerning this Contract shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Contract.

13. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Contract, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

14. Mandatory Arbitration

Any dispute under this Contract shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

15. Entire Contract

This Contract shall constitute the entire Contract between the parties and any prior understanding or representation of any kind preceding the date of this Contract shall not be binding upon either party except to the extent incorporated in this Contract.

16. Modification of Contract

Any modification of this Contract or additional obligation assumed by either party in connection with this Contract shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

17. Assignment of Rights

The rights of each party under this Contract are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

18. In this Contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.