HomeMy WebLinkAboutContract 50191s ym I z 3 0� 9` I's .7C,RETA RY
At s��',C'r NO.
RECEIVED
JAN 2 6 2018 PRIVATE -PROPERTY TOWING AND IMPOUND AGREEMENT
CIiYOF FORT WpRn.{ FOR THE FORT WORTH CONVENTION CENTER
CITYSECRETRRY
This Private -Property Towing and Impound Agreement ("Agreement") is made and
entered into by and between the CITY OF FORT WORTH (the "City"), a home -rule municipal
corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager,
and EARL'S WRECKER SERVICE, INC. (the "Company"), acting by and through its duly
authorized President.
RECITALS:
WHEREAS, the City owns a piece of public property known as the Fort Worth Convention
Center, 1201 Houston Street, Fort Worth, Texas 76102; and
WHEREAS, portions of the Parking Facilities adjacent to the Fort Worth Convention
Center, are designated for restricted parking, meaning the City meets the definition of a "parking
facility owner" under state law; and
WHEREAS, the Company represents that it is a "towing company" under state law and
possesses all permits and licenses required under state law and City Code to perform "private
property tow" service; and
WHEREAS, the City wishes to engage the Company to provide "private property tow"
service (as defined by state law) for designated portions of the Parking Lots/Loading Zones.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto do hereby agree as follows:
1. Services. City hereby grants to Company the exclusive right, pursuant to and in accordance
with the terms and conditions of this Agreement and of state law and City Code, to remove vehicles
from the parking facilities described in Exhibit A as "Lot 1", "Zone A", "Zone B" and "Zone C"
(collectively, the "Parking Facilities"), which is attached hereto and incorporated herein for all
purposes, if such vehicles are in violation of the parking restrictions detailed herein.
Lot 1, is located on the northeast side of the Fort Worth Convention Center, east of Commerce
Street. This lot shall be restricted to authorized vehicles only.
Zone A, is located on the northeast side of the Fort Worth Convention Center west of Commerce
Street adjacent to Overhead Doors #5 and #6. No parking shall be allowed in this lot. This lot shall
be restricted to loading/unloading purposes only.
Zone B, is located on the east side of the Fort Worth Convention Center, west of Commerce Street,
adjacent to the Exhibit Hall Annex. The loading docks are marked "A -F". No parking shall be
allowed in this lot. This lot shall be restricted to loading/unloading purposes only.
Zone C, is located on the southeast side of the Fort Worth Convention Center, west of Commerce
Street, adjacent to Overhead Doors #1 and #2. No parking shall be allowed in this lot. This lot
shall be restricted to loading/unloading purposes only. i - ----y
OFFICIAL RECORD
Towing and Impound Agreement for
the Fort Worth Convention Center CITY SECRETARY
FT. WORTH, TX
Page 1 of 10
If the restrictions on the Parking Facilities are to be changed, the City shall revise all state -required
signage as needed and shall provide the Company with notice at least forty -eighty (48) hours prior
to the date and time at which the revised restrictions are to become effective. Any revised
restrictions shall be appended to this Agreement as an addendum signed by the Director of the
City's Public Events Department (or that individual's authorized representative), and a copy of the
signed addendum shall be provided to the Company.
The Fort Worth Convention Center shall enforce restrictions at the Parking Facilities only through
the use of "Spotter Removal" as defined herein. For purposes of this Agreement, "Spotter
Removal" refers to an authorized staff member of the Fort Worth Convention Center (the "Spotter")
personally witnessing a violation of applicable parking restrictions. For purposes of this
Agreement, a violation occurs if a Spotter witnesses an individual park a vehicle on any of the
Parking Facilities and leaves the vehicle unattended for 30 minutes. The Spotter shall tag vehicles
in violation with warning stickers provided by the Company. City shall then contact the Company
to remove any unauthorized vehicles from the Facilities containing the affixed warning sticker.
The Company shall deliver all unauthorized vehicles to a vehicle storage facility that: (i) is
operated in accordance with the requirements of Chapter 2303 of the Texas Occupations Code; (ii)
is located no more than twenty (20) miles from the particular parking lot from which the vehicle
was removed; and (iii) maintains adequate insurance against liability for property damage incurred
in storing vehicles.
2. Term and Termination. This Agreement shall encompass and govern all services rendered
during the one-year period effective beginning on January 1, 2018, and ending December 31, 2018,
unless terminated by either party as provided herein. The Agreement may be renewed and extended
for additional one-year periods by written mutual consent of the parties. This Agreement may be
terminated by either party, with or without cause, by providing the other party with no less than ten
(10) days' written notice prior to the intended termination date.
3. Consideration, Collection of Fees. Neither party shall receive or be entitled to any monetary
consideration from the other party in connection with this Agreement, it being the intent of the
parties that this arrangement involve the exchange of non -fungible, non -monetary consideration
with the Company providing the City with a service by removing unauthorized vehicles and the
City providing the Company with an opportunity to collect towing and related fees as authorized
under state law.
4. Compliance with Law: Permits and Taxes. In its performance under this Agreement, the
Company shall comply with all applicable federal, state, and local laws, rules, and regulations, as
well as with all regulations, restrictions, and requirements of the City, now or hereafter in effect
which are applicable to its operations; such laws and regulations shall include, but not be limited to,
(i) obtaining of any permits and licenses for towing and related services that are required under state
and local law and (ii) adhering to and complying with any and all regulations addressing the fees
that may lawfully be collected for towing and related activities.
The Company shall obtain and keep in effect, at its sole cost and expense, all licenses, insurance,
and permits, and pay all taxes incurred or required in connection with this Agreement and its
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operations hereunder. The Company shall ensure compliance with all requirements under state law
or the City Code related to notification of the proper law enforcement agency regarding the
impoundment of any vehicle that is removed from the Parking Facilities under this Agreement.
5. Independent Contractor. The Company shall perform all work and services hereunder as an
independent contractor, and not as an officer, agent, servant or employee of the City. The Company
shall have exclusive control of, and the exclusive right to control the details of the work performed
hereunder, and all persons performing same, and shall be solely responsible for the acts and
omissions of its officers, agents, employees and subcontractors. Nothing herein shall be construed
as creating a partnership or joint venture between the City and the Company or their respective
officers, agents, employees, or subcontractors. The doctrine of respondent superior has no
application as between the City and the Company.
6. Insurance. In executing this Agreement, the Company represents and affirms that it
currently has and will maintain in effect throughout the term of this Agreement and any renewals
thereof, all types and amounts of insurance coverage required under state law and City Code,
including, but not limited to, worker's compensation, automobile, property damage, cargo, and
general liability insurance. The Company shall provide written evidence of such coverage to the
City upon request. The Company agrees to secure and maintain the insurance coverage
requirements outlined in Exhibit B. Exhibit B is attached hereto and is incorporated by reference
into this Agreement for all purposes.
7. Liability; Indemnification. IN EXECUTING THIS AGREEMENT, THE COMPANY
ASSUMES ALL LIABILITIES FOR DAMAGES INCURRED AS A RESULT OF THE
REMOVAL AND STORAGE OF SUCH VEHICLES. THE COMPANY AGREES TO
DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS, AND
EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS,
COSTS, AND EXPENSES OF ANY HIND, INCLUDING, BUT NOT LIMITED TO, THOSE
FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
A BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY
(INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED
BY: (i) THE COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF
THIS AGREEMENT; (ii) FAILURE OF THE COMPANY TO COMPLY WITH THE
REQUIREMENTS OF STATE LAW WITH RESPECT TO TOWING; (iii) FAILURE OF
THE COMPANY TO MAINTAIN INSURANCE AGAINST LIABILITY FOR PROPERTY
DAMAGE INCURRED IN TOWING A VEHICLE; (iv) DELIVERY OF A VEHICLE TO A
VEHICLE STORAGE FACILITY THAT DOES NOT MAINTAIN ADEQUATE
INSURANCE FOR LIABILITY INCURRED IN STORING A VEHICLE; AND/OR (v) ANY
NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE
COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS
(OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO TOWING AND
STORAGE OF VEHICLES UNDER THIS AGREEMENT. THE INDEMNITY PROVIDED
FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING
FROM THE SOLE NEGLIGENCE OR WRONGFUL WILLFUL ACTS OF THE CITY OR
ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS. IN THE
EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR WRONGFUL, WILLFUL
ACTS OF BOTH THE COMPANY AND THE CITY OR THEIR RESPECTIVE
OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS,
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RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
8. Conflicts; No Financial Involvement. The Company hereby warrants to the City that the
Company has made full disclosure in writing of any existing or potential conflicts of interest related
to the Company's provision of services under this Agreement. In the event that any conflicts of
interest arise after the execution of this Agreement, the Company hereby agrees to make full
disclosure to the City in writing immediately upon learning of such conflict
The Company has not and will not, directly or indirectly, give anything of value to the City in
connection with the removal of vehicles from the designated parking facilities. The Company does
not and shall not have a direct or indirect monetary interest in the parking facilities that are the
subject of this Agreement.
The City does not and shall not, directly or indirectly, accept anything of value from the Company.
In addition, City does not and shall not have a direct or indirect monetary interest in the Company.
9. Notices. Any notice required shall be sufficient if deposited in the U.S. Mail, postage
prepaid, certified mail, return receipt requested, and addressed to the other party as follows:
CITY:
City of Fort Worth
Public Events Director
1201 Houston Street
Fort Worth, Texas 76102
With copy to:
City of Fort Worth
City Attorney
200 Texas Street
Fort Worth, Texas 76102
THE COMPANY:
Earl's Wrecker Services, Inc.
921 N. Houston Street
Fort Worth, TX 76164
10. Governing Law; Venue. This Agreement shall be governed by the laws of the State of
Texas. Venue for any action brought to interpret or enforce, or arising out of or incident to, the
terms of this License Agreement shall be in Tarrant County, Texas or the United States District
Court for the Northern District of Texas, Fort Worth Division.
11. Severability. If any part of this agreement is determined by a court of law to be
unenforceable, the remaining parts of this agreement will remain in force.
12. Right to Audit. In accordance with the requirements of Section 2-134(d) of the Fort Worth
City Code, the Company agrees that the City shall, until the expiration of three (3) years after the
expiration or termination of this Agreement, have access to and the right to examine any books,
documents, papers, and records of the Company involving transactions relating to this Agreement.
The Company agrees that the City shall have access during normal working hours to all necessary
Company facilities and shall be provided adequate and appropriate workspace in order to conduct
audits in compliance with the provisions of this section. The Company further agrees to include in
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any subcontractor agreements hereunder a provision to the effect that Subcontractor agrees that the
City shall, until the expiration of three (3) years after final payment under the subagreement, have
(i) access to and the right to examine any books, documents, papers and records of such
subcontractor, involving transactions relating to the subagreement; and (ii) access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. Nothing
herein shall be construed as limiting the City's rights of access to or examination of any books,
documents, papers, and records that may exist independently of this provision.
13. Review of Counsel. The parties acknowledge that each party and, if it so chooses, its
counsel have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party must not be employed in the
interpretation of this Agreement or any amendments or attachments hereto.
14. Authorization. By executing this Agreement, the Company's agent affirms that he or she is
authorized by the Company to execute this Agreement and that all representations made herein with
regard to the Company's identity, address and legal status (corporation, partnership, individual, etc.)
are true and correct.
15. Boycott. Company acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, the City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott
Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the
Texas Government Code. By signing this Agreement, Company certifies that Company's
signature provides written verification to the City that Company: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the Agreement.
16. Entire Agreement. This Agreement constitutes the final, entire, and complete agreement
between the Company and the City and supersedes any prior and contemporaneous negotiations,
understandings, representations, or agreements between the parties. Any prior or contemporaneous
oral or written agreement that purports to vary from the terms hereof shall be void. This Agreement
cannot be modified or amended without the written consent of all the parties hereto and attached
and made a part of this Agreement.
EXECUTED on this the X4;1�d f&&W4'2018.
CITY OF FORT WORTH
us Alanis
Assistant City Manager
Towing and Impound Agreement for
the Fort worth Convention Center
EARL'S WRECKER SERVICE, INC.
by:
Billy Heiser
President
Page 5 of 10
APPROVED AS TO FORM
AND LEGALITY:
x F� Wal
Assistant 046&tdimey
Contract Compliance Manager:
By signing, I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
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I ( „n1Ar
No M&C required
Towing and Impound Agreement for
the Fort Worth Convention Center
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 6 of 10
EXHIBIT A
THE FACILITIES
Towing and Impound Agreement for
the Fort Worth Convention Center Page 7 of 10
EXHIBIT B
INSURANCE REQUIREMENTS
Company shall maintain insurance from insurers acceptable to City of the following types and amounts:
5.1 Commercial General Liability
$500,000 each occurrence
Or
$500,000 aggregate
Garage Liability
$500,000 each accident, other than auto
$500,000 aggregate
5.2 Automobile Liability
$1,000,000 each accident, combined single limit
This coverage shall include all vehicles owned or non -owned that are operating under
Company's operating authority performing services under this Agreement.
5.3 Cargo/On-Hook
$50,000 per unit
Coverage shall include both the unit being towed and its contents. Units covered shall include
but not be limited to motor vehicles, trailers and boats. Coverage shall be written on a direct
primary basis.
5.4 GARAGEKEEPER'S LIABILITY
$30,000 per unit
5.5 Worker's Compensation/Accident Insurance
Coverage shall meet the minimum requirements of state law, as contained in the Motor
Carrier Rules and Regulations.
NOTE: BETWEEN 5.1 AND 5.5 ABOVE, ANY POLLUTION EXPOSURE, INCLUDING
ENVIRONMENTAL IMPAIRMENT LIABILITY, ASSOCIATED WITH THE SERVICES
AND OPERATIONS PERFORMED UNDER THIS AGREEMENT SHALL BE COVERED. IN
ADDITION, SUDDEN AND ACCIDENTAL CONTAMINATION OR POLLUTION
LIABILITY FOR GRADUAL EMISSIONS AND CLEAN-UP COSTS SHALL BE COVERED.
5.6 Company shall maintain insurance coverage at all times. Current insurance certificates shall remain on
file with the City during the term of this Agreement. Insurance coverage may, at the sole discretion of the City,
be revised upward upon thirty (30) calendar days prior written notice to Company. Policies shall be endorsed as
follows:
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a) The City, its officers, employees and servants shall be endorsed as an additional insured on all
policies except employer's liability insurance coverage under the workers' compensation insurance
policy.
b) Certificates of insurance shall be delivered to the City's Senior Agreement Compliance Specialist,
350 W. Belknap Street, Fort Worth, TX 76102, prior to any work being performed under this Agreement.
c) Any failure on part of the City to request required insurance documentation shall not constitute a
waiver of the insurance requirements specified herein.
d) Each insurance policy shall be endorsed to provide the City a minimum thirty (30) calendar day
notice of cancellation, non -renewal, and/or material change in policy terms or coverage. A ten (10)
calendar day notice shall be acceptable in the event of non-payment of premium.
e) Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating
of A: VII or equivalent measure of financial strength and solvency.
f) Deductible limits, or self-funded retention limits, on each policy must not exceed $10,000.00 per
occurrence unless otherwise approved by the City.
g) Other than worker's compensation insurance, in lieu of traditional insurance, City may consider
alternative coverage or risk treatment measures through insurance pools or risk retention groups. The
City must approve, in writing, any alternative coverage.
h) Worker's compensation insurance policy(s) covering employees shall be endorsed with a waiver of
subrogation providing rights of recovery in favor of the City.
i) City shall not be responsible for the direct payment of insurance premium costs.
j) Insurance policies shall each be endorsed to provide that such insurance is primary protection and
any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss
recovery.
k) Company shall report, in a timely manner, to City's officially designated Senior Agreement
Compliance Specialist any known loss occurrence which could give rise to a liability claim or lawsuit or
which could result in a property loss.
1) Company's liability shall not be limited to the specified amounts of insurance required herein.
m) Upon the request of City, Company shall provide complete copies of all insurance policies required
by these Agreement documents.
5.8 In the event a state or federal law, rule or regulation pertaining to wrecker service companies operating
within the State of Texas exceed insurance requirements specified herein, such state or federal law, rule or
regulation shall prevail for the respective type of insurance coverage and/or limit thereof.
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