HomeMy WebLinkAboutContract 60187City Secretary Contract No. 60187
FORT WORTH,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and
AUTORETURN US, LLC ("Vendor"), a Limited Liability Company, each individually referred to as a
"Party" and collectively referred to as the "Parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A
— Scope of Services;
3. Exhibit B
— Approved Fees;
4. Exhibit C
— City Towing List Procedures;
5. Exhibit D
—Required Terms for any subcontractors; and
6. Exhibit E
— Verification of Signature Authority Form.
Exhibits A, B, C, D and E, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B,
C, D or E and the terms and conditions set forth in the body of this Agreement, the terms and conditions of
this Agreement shall control.
1. Scope of Services. This Agreement is for police -initiated and police -purpose towing and
impound services to provide for the safety of citizens and to safeguard their property with an emphasis on
maximizing technological advances and efficiency. Exhibit "A," - Scope of Services more specifically
describes the services to be provided hereunder.
1.1 Police -initiated Tows means all tows initiated pursuant to this agreement that are
requested by a City police officer for the purpose of removal of an abandoned,
disabled, junked, or wrecked vehicle from a public roadway that is to be taken to a
vehicle storage facility other than the City auto pound.
1.2 Police -purpose Tows means all tows initiated pursuant to this agreement that are
requested by a City police officer for the purpose of the removal of a vehicle and the
placement at the City auto pound for a law enforcement purpose.
2. Term. This Agreement shall begin on October 1, 2023 ("Effective Date") and shall expire
on September 30, 2025 ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same
terms and conditions, for (1) one Renewal Term for (2) two -years and (1) one Renewal Term for (1) one years,
at City's sole discretion.
OFFICIAL RECORD
4892-2080-7297, v. 3 CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
3. Compensation. Vendor shall manage through its proprietary software all police -initiated
and police -purpose tows, amongst other duties discussed in Exhibit A. In consideration for its services, for
the duration of this Agreement, Vendor shall have the right to collect a Dispatch Fee as follows:
1. Police -Initiated Tows. Vendor shall receive an administrative fee of twenty-eight dollars
and twenty-five cents ($28.25) for each police -initiated tow performed in connection with
this Agreement from the subcontractor who performs the police -initiated tow. AutoReturn's
subcontractors shall be authorized to charge the owner/operator who claims the vehicle the
full administrative fee listed in Exhibit B, in addition to the authorized tow fees and storage
and impound fees, as applicable. Vendor shall not receive any portion of any tow, impound,
or storage fees.
2. Police -Purpose Tows. The City shall pay Vendor the authorized towing fees, as listed in
Exhibit B, for each police -purpose tow performed in connection with this Agreement.
Vendor shall remit the towing fees paid by City to the subcontractor who performed the
Police -Purpose tow in accordance with AutoReturn's subcontracts on a periodic basis not
to exceed fifteen days. Vendor shall not retain any portion of any tow fee paid from the City
to AutoReturn. There shall be no administrative fee collected on police -purpose tows
performed in connection with this Agreement unless the owner/operator reclaiming the
vehicle is also required to pay the authorized towing fee. Vendor understands that not all
Police -Purpose Tows will require that the owner/operator pay the authorized tow fee. For
each Police -Purpose Tow for which the owner/operator is required to pay the authorized
tow fee, the City shall charge the $32 administrative fee to the owner/operator. The City
shall remit the $32 dollars of the collected administrative fees to Vendor on a monthly basis.
3. Except for the administrative fees paid in accordance with subsections (1) and (2) above,
Vendor shall not be paid any other fee, cost, or payment for services rendered in connection
with• this Agreement. Vendor shall not itself or allow any subcontractor to charge any fee
not listed in Exhibit B or charge an amount that exceeds the amount set in Exhibit B.
4. Termination.
4.1. City has the right to terminate this Agreement, in whole or in part, for convenience,
without cause and without any liability to Vendor, at any time upon thirty (30) days' written notice
to Vendor.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 In the event of any Default by Vendor (as defined in Section 32), City has the right
to terminate this Agreement for cause, upon ten (10) days' written notice to Vendor.
4.4 Vendor has the right to terminate this Agreement only for cause with sixty (60)
days written notice, that being in the event of a material and substantial breach by City, or by mutual
agreement to terminate evidenced in writing by and between the parties.
4.5 In the event City terminates under subsections 4.1, 4.2, or 4.3 of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement. The City shall only
4892-2080-7297, v. 3
City Secretary Contract No.
be liable to Vendor for any fees, as listed in Exhibit B for services described in Exhibit A that were
actually rendered prior to the ate of termination.
4.6 Upon termination of this Agreement for any reason or expiration, Vendor shall
provide City access to all information created, maintained, assembled, or prepared in connection
with this Agreement for a period of not less than sixty (60) days without charge whatsoever to the
City. In the event Vendor has received access to City Information or data as a requirement to
perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
4.7 Gratuities and Bribes. City may, by written notice to Vendor, cancel this
Agreement without liability of any kind to Vendor, if it is determined by City that gratuities or
bribes in the form of entertainment, gifts, or otherwise, were solicited or received by Vendor or its
agents or representatives, other than independent contractors, with respect to the performance of
this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal
Code.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential
and shall not disclose any such information to a third parry without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
4892-2080-7297, v. 3
City Secretary Contract No.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors, subcontractors, licensees, and invitees. Vendor acknowledges that the doctrine of
respondeat superior shall not apply as between City, its officers, agents, servants and employees, and
Vendor, its officers, agents, employees, servants, employees, contractors, and subcontractors. Vendor
further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise
between City and Vendor. It is further understood that City shall in no way be considered a Co -employer
or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors
of Vendor. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of
Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for
any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, or
employees.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPER TYDAMAGE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
8.3 ENVIRONMENTAL INDEMNIFICATION - VENDOR DOES HEREBY
RELEASE, INDEMNIFY, REIMBURSE, DEFEND, AND HOLD HARMLESS THE CITY OF
FORT WORTH AND ALL PARTICIPATING CITIES, THEIR OFFICERS, AGENTS AND
EMPLOYEES FROM AND AGAINST ANY AND ALL ENVIRONMENTAL RELEASES
AND/OR DAMAGES AND THE VIOLATION OF ANY AND ALL ENVIRONMENTAL
REQUIREMENTS RESULTING FROM THE HANDLING, COLLECTION,
TRANSPORTATION, STORAGE, DISPOSAL, TREATMENT, RECOVERY, AND/OR
REUSE, BY ANY PERSON, OF HAZARDOUS WASTE WHEN SAID ENVIRONMENTAL
DAMAGES OR THE VIOLATION OF SAID ENVIRONMENTAL REQUIREMENTS WERE
THE RESULT OF ANY ACT OR OMISSION OF VENDOR, ITS OFFICERS, AGENTS,
EMPLOYEES, OR SUBCONTRACTORS, OR THE JOINT ACT OR OMISSION OF
VENDOR, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS AND ANY
OTHER PERSON OR ENTITY.
4892-2080-7297, v. 3
City Secretary Contract No.
8.4 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay shall not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor shall fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto,
provided that failure to timely provide such notice shall not diminish Vendor's obligations
under this Section 8.4 except to the extent Vendor's ability to defend the claim or action is
materially prejudiced by such failure. Notwithstanding the foregoing, City's assumption of
payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this
Agreement. If the software and/or documentation or any part thereof is held to infringe and
the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such
use is materially adversely restricted, Vendor shall, at its own expense and as City's sole
remedy, either: (a) procure for City the right to continue to use the software and/or
documentation; or (b) modify the software and/or documentation to make it non -infringing,
provided that such modification does not materially adversely affect City's authorized use of
the software and/or documentation; or (c) replace the software and/or documentation with
equally suitable, compatible, and functionally equivalent non -infringing software and/or
documentation at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor terminate this Agreement, and refund all amounts paid to
Vendor by City, subsequent to which termination City may seek any and all remedies
available to City under law.
Vendor warrants that it understands the currently known hazards and suspected hazards
which are presented to persons, property and the environment by hazardous waste. Vendor further
warrants that it and its officers, agents, employees, and subcontractors will perform all services under
this Agreement in a safe, efficient and lawful manner using industry accepted practices, and in full
compliance with all applicable state and federal laws governing its activities and is under no restraint
or order which would prohibit performance of services under this Agreement. Approval by the City
shall not constitute or be deemed to be a release of the responsibility and liability of Vendor, or its
officers, agents, employees, or subcontractors, for the accuracy and competency of their services
provided under the Agreement.
Environmental Damages means all claims, judgments, damages, losses, penalties,
fines, liabilities (including strict liability), encumbrances, liens costs, and expenses of investigation and
defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement
of judgment, of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable
or unforeseeable, including without limitation reasonable attorney's fees and disbursements and
consultant's fees, any of which are incurred as a result of the handling, collection, transportation,
storage, disposal, treatment, recovery, and/or recycling of hazardous waste pursuant to this Agreement,
4892-2080-7297, v. 3
City Secretary Contract No.
or the existence of a violation of environmental requirements pertaining to same, and including without
limitation:
Damages for personal injury and death, or injury to property or natural resources;
2. Fees incurred for the services of attorneys, consultants, contractors, experts,
laboratories and all other costs incurred in connection with the investigation or remediation of such
hazardous wastes or violation of environmental requirements including, but not limited to, the
preparation of any feasibility studies or reports of the performance of any cleanup, remediation,
removal, response, abatement, containment, closure, restoration or monitoring work required by any
federal, state or local governmental agency or political subdivision, or otherwise expended in
connection with the existence of such monitoring wells or violations or environmental requirements,
and including without limitation any attorney's fees, costs and expenses incurred in enforcing this
Agreement or collecting any sums due hereunder; and
3. Liability to any third person or governmental agency to indemnify such person or
agency for costs expended in connection with the items referenced in "Environmental Requirements."
Environmental Requirements shall mean all applicable present and future statutes, regulations, rules,
ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises,
and similar items, of all governmental agencies, departments, commissions, boards, bureaus, or
instrumentalities of the United States, states, and political subdivisions thereof and all applicable
judicial, administrative, and regulatory decrees, judgments, and orders relating to the protection of
human health or the environment, including without limitation:
a. All requirements, including, but not limited to, those pertaining to reporting, licensing,
permitting, investigation, and remediation of emissions, discharges, releases, or threatened releases of
hazardous materials, pollutants, contaminants or hazardous or toxic substances, materials, or wastes
whether solid, liquid, or gaseous in nature, into the air, surface water, groundwater, storm water, or
land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling of pollutants, contaminants, or hazardous or toxic substances, materials, or
wastes, whether solid, liquid, or gaseous in nature; and
b. All requirements pertaining to the protection of the health and safety of employees
and/or the public.
THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY
KIND. VENDOR DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES
AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF
TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED FROM VENDOR OR ELSEWHERE WILL CREATE ANY
WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS
AGREEMENT.
Assignment and delegation.
9.1 The parties hereby bind themselves, their successors, assigns, and legal
representatives to each other with respect to the terms of the Agreement. Vendor shall be required
to offer a subcontract for towing services to any qualified towing companies who are added to the
City's list of approved tow providers for Police -Initiated Tows, Police -Purpose Tows, or both, in
accordance with the procedures in Exhibit C. Vendor shall provide the City a fully executed copy
of each subcontract executed in connection with this Agreement. No other rights, duties, or
obligation may be assigned or subcontracted by either party without the prior expressed written
consent of the other party.
4892-2080-7297, v. 3
City Secretary Contract No.
10. REOUIRED TERMS FOR ANY SUBCONTRACTOR
10.1. The City shall maintain a list in accordance with Exhibit C of any qualified tow
companies to whom Vendor must offer a subcontract to perform towing services in connection with
either police -initiated tows, police -purpose tows, or both. Vendor shall include the provisions
included in Exhibit D in each of its subcontracts with the companies maintained on the City's list.
No amendment or modification to the provision included in Exhibit D may be made without the
prior written consent of the City.
11. Insurance. Vendor shall maintain insurance from insurers acceptable to City of the
following types and amounts:
Commercial General Liability
$500,000 each occurrence
$500,000 aggregate
or
Garage Liability
$500,000 each accident, other than auto
$500,000 aggregate
Automobile Liability
$1,000,000 each accident, combined single limit
This coverage shall include all vehicles owned, if any, or non -owned that are operating under AutoReturn's
operating authority performing services under this Agreement.
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. Cargo/On-
Hook coverage shall only be required in the event that AutoReturn owns any tow trucks used to perform
services in connection with this Agreement.
Garagekeeper's Liability
$30,000 per unit
Garagekeeper's Liability coverage shall only be required in the event that AutoReturn owns any impound or
storage lot used to perform services in connection with this Agreement.
Worker's Compensation/Accident Insurance
Coverage shall meet the minimum requirements of state law, as contained in the Motor Carrier Rules and
Regulations.
AutoReturn shall maintain insurance coverage at all times. Current insurance certificates shall remain
on file with the City during the term of this Agreement. It is the responsibility of AutoReturn to submit
4892-2080-7297, v. 3
City Secretary Contract No.
updated insurance to the City. Insurance coverage may, at the sole discretion of the City, be revised upward
by a reasonable amount upon thirty (30) calendar days prior written notice to AutoReturn. Policies shall be
endorsed as follows:
1) 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.
2) Certificates of insurance shall be delivered to the Program Support Division, 505 W. Felix
Street, Fort Worth, Texas 75115, prior to any work being performed under this Agreement.
3) Any failure on part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirements specified herein.
4) 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.
5) 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.
6) Deductible limits, or self -funded retention limits, on each policy must not exceed $10,000.00
per occurrence unless otherwise approved by the City.
7) 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.
8) 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.
9) City shall not be responsible for the direct payment of insurance premium costs.
10) 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.
11) AutoReturn shall report, in a timely manner, to the point of contact included above of any
known loss occurrence that could give rise to a liability claim or lawsuit or that could result
in a property loss.
12) AutoReturn's liability shall not be limited to the specified amounts of insurance required
herein.
13) Upon the request of City, AutoReturn shall provide complete copies of all insurance policies
required by these Agreement documents.
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.
12. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
13. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of
Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN
4892-2080-7297, v. 3
City Secretary Contract No.
ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
14. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager for Police
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
AutoReturn US, LLC
Attn: Ray Krouse, Chief Financial Officer
450 7t' Street
San Francisco, CA 94103
rkrouse@autoreturn.com
15. Solicitation of Emplovees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
16. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
17. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
18. Governing Law / Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
19. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired. The parties agree to meet in good faith to attempt to amend this Agreement to replace
any stricken provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Agreement from being void should a
provision which is of the essence of this Agreement be determined void.
20. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
4892-2080-7297, v. 3
City Secretary Contract No.
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
21. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
22. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
23. Amendments / Modifications / Extensions. This document, and all appended documents,
constitutes the entire Agreement between Vendor and the City. This Agreement may only be amended or
supplemented by mutual agreement of the parties hereto in writing, duly authorized by action of the City
Manager or City Council.
24. Entirety of Agreement. This Agreement, including its Exhibits contains the entire
understanding and agreement between City and Vendor, their assigns and successors in interest, as to the
matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null
and void to the extent in conflict with any provision of this Agreement.
25. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument.
26. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
27. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
28. Ownership
28.1. Work Product. City shall be the sole and exclusive owner of all reports, work papers,
procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement specifically for the City (collectively,
"Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent,
trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the
4892-2080-7297, v. 3
City Secretary Contract No.
Work Product shall inure to the benefit of City from the date of conception, creation or fixation of
the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable
aspect of the Work Product shall be considered a "work -made- for -hire" within the meaning of the
Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as
amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the
Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration,
free from any claim, lien for balance due, or rights of retention thereto on the part of City.
28.2. Vendor Ownership. As between the Parties, Vendor owns and retains all right, title and
interest, including all intellectual property rights, in and to the services (including its proprietary
software, and all updates thereto, and data therein submitted by third parties). Without limiting the
foregoing, Vendor shall own all aggregated and de -identified information that Vendor's systems or
applications automatically collect with respect to the services and/or their use and/or performance
(including, without limitation, de -identified Data that does not, and cannot reasonably be used to,
identify City or any individual) ("Diagnostic Data"), which, notwithstanding anything to the
contrary, Vendor may freely exploit. All rights that Vendor does not expressly grant to City in this
Agreement are reserved and Vendor does not grant any implied licenses under this Agreement. For
clarity, notwithstanding anything else, any information or data collected by a third party (excluding
City) are subject to the terms between Vendor and such third party.
28.3. Citv Ownership. As between the Parties, City owns all data, information and other
materials submitted to the services or Vendor by City or its authorized users (which, for clarity,
excludes Diagnostic Data) (collectively, "Data"). City hereby grants to Vendor a non-exclusive
license to use and host the Data, solely for the purpose of performing its obligations and exercising
its rights pursuant to this Agreement (including, without limitation, to notify lienholders and
interested parties with respect to repossessed cars processed through the services). Upon
termination or expiration of this Agreement for any reason, Vendor will permit City to download
all Data from the Platform in .csv format. Vendor shall have no obligation to maintain or permit
access to City Data following said period and shall not be liable hereunder for any return, loss, or
destruction of City Data thereafter.
29. Signature Authoritv. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
30. Change in Comoanv Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
31. Right to Assurance. Whenever either party to this Agreement, in good faith, has reason
to question the other party's intent to perform hereunder, then demand may be made to the other party for
written assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made (which in any event shall be at least ten (10) business
4892-2080-7297, v. 3
City Secretary Contract No.
days), then and in that event the demanding party may treat such failure as an anticipatory repudiation of
this Agreement
32. Default. Vendor shall be declared in "Default" of the Agreement if it: (1) Fails to
full, timely, and faithfully perform any of its material obligations under this Agreement and does not cure
such failure within ten (10) business days of receiving written notice thereof; (2) Fails to provide adequate
assurance of performance under the "Right to Assurance" section herein; or (3) Becomes insolvent or seeks
relief under the bankruptcy laws of the United States.
33. Time is of the essence. Vendor understands and agrees that time is of the essence
and that failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed
timeframes will constitute a material breach of this Agreement. Vendor shall be fully responsible for its
delays or for failures to use commercially reasonable efforts in accordance with the terms of this Agreement.
Where damage is caused to City due to Vendor's failure to perform in these circumstances, City may pursue
any remedy available without waiver of any of City's additional legal rights or remedies.
34. City Taxes. Vendor shall not become delinquent in the payment of any taxes due to City
or any governing body or agency due in connection with this Agreement.
35. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor 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 contract, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract.
36. Incidental and Consequential Damages. TO THE MAXIMUM EXTENT
ALLOWED BY LAW, VENDOR SHALL NOT BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, EXEMPLARY, EXTRAORDINARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OF ANY HIND, INCLUDING, BUT NOT LIMITED TO,
LOST PROFITS, LOSS OF TIME, LOSS OF REVENUE OR DATA OR LOSS INCURRED
IN CONNECTION WITH OBTAINING SUBSTITUTE DEVICES, REGARDLESS OF
THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH
DAMAGES ARE FORESEEABLE AND REGARDLESS OF WHETHER VENDOR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
4892-2080-7297, v. 3
ACCEPTED AND AGREED:
CITY OF FORT WORTH
'5�C4_
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: Sep 29, 2023
APPROVAL RECOMMENDED:
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.
Loraine Coleman
BY: Loraine Coleman (Sep 29, 2023 09:50 CDT)
Name: Loraine Coleman
Title: Administrative Services Manager
ct h r,rtaht Chl f $ WGceeG�Y T>�5
By. Acting Assistant 202310:31CDT) APPROVED AS TO FORM AND
Name: Buck D. Wheeler LEGALITY:
Title: Acting Executive Assistant Chief
ATTEST:
ongn
i FORT %01�1
O
ti
o_o
POa =Sd
% .�S2�xs
°oa�ooe oe*�d
aa�n4�X6 44gq
By:
Name: Jannette Goodall
Title: City Secretary
AUTORETURN US, LLC
By:
Raym nd Krouse (Sep 28, 2023 17:34 EDT)
Name: Ray Krouse
Title: Chief Financial Officer
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: M&C 23-0754
Date Approved: 09/12/2023
Form 1295 Certification No.: 2023-1057703
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
4892-2080-7297, v. 3
Exhibit A
SCOPE OF SERVICES
Vendor shall provide the following services:
A. Software for Records Management System
1. Vendor shall provide the full capabilities of its proprietary software, Vendor Integrated
Enterprise System ("ARIES"), and support services that can be accessed by towing companies,
the City of Fort Worth, and affected motorists at all times 365 days a year. These capabilities
are more fully described in Vendor's proposal received in response to the City's RFP, which is
incorporated by reference into this Scope of Work for all purposes.
2. Vendor shall work with City to integrate the dispatching system back to police onboard
computers, thereby enabling dispatch directly from City vehicles or devices used in the field.
3. Vendor shall use commercially reasonable efforts to ensure that Vendor's dispatch system and
website shall be operational seven days per week, twenty-four hours per day, three hundred
sixty-five days per year except for regular maintenance periods or due to causes beyond its
reasonable control. City shall be notified of scheduled maintenance in advance and no
maintenance period shall take place longer than twenty (20) minutes without prior written
consent of the City's point of contact listed in the Agreement.
4. Vendor shall provide online and live telephone customer support for motorists to locate and
retrieve their vehicles.
5. Vendor shall ensure the reports shall be available electronically via automated system
and downloadable in Microsoft Excel, Portable Document Format (PDF), or other format as
agreed to by both parties. The reports shall provide the following information:
a. Accounting and Financial Records- Fees collected from the owners,
agents, and any person having rightful possession of the vehicles hauled, impounded,
and/or stored in accordance with this Agreement is the responsibility of Vendor.
Vendor shall maintain detailed records of such and these records shall be available to
the City for inspection.
b. Customer Service Reports- Vendor shall provide City with a bi-weekly
detailed report listing any escalated customer complaints and the status of the
complaint.
C. Towing Program Reports- Vendor shall provide monthly reports to City
for the towing programs. Information requirements shall include at a minimum:
1) Tow truck reporting to the scene
2) Employees operating the tow truck
3) Date/Time for acceptance of the tow request
4) Date/Time for arrival on scene
5) Date/Time for departure of scene
6) Vehicle make, model, year, color, body style
7) Vehicle Identification Number (VIN)
8) License Plate
9) Tow truck cancellations
10) Tow truck passes on tow requests
11) Quantity of tows per company
12) Number of days a vehicle is stored at a VSF or city Impound
13) Information related to auctions, such as date of auction
4892-2080-7297, v. 3
6. Vendor shall ensure that photographs and videos documenting the condition of a towed vehicle
shall be suitably indexed and maintained for a minimum of one (1) year after the release of the
vehicle or its sale at auction. These photos and videos are for the use of the Fort Worth Police
Department only and are not to be shared in any manner without prior authorization of the City
of Fort Worth.
7. Vendor shall ensure the system shall be searchable to locate towed vehicles using any of the
following criteria: 1) vehicle identification number, 2) Incident number, 3) license plate
number, or 4) vehicle owner's name, when available.
Vendor shall maintain a comprehensive impound and release database. The database shall
include data on numbers of tows by type that can be downloaded for user -selected time periods,
and shall track total storage times per vehicle. The database shall be configured to allow sorting
on variables including the impound status of vehicles at all VSF's and the City impound lot,
dates of arrival, release, auction, and identifying information on vehicles and owners. A
monthly report shall be provided to City by the tenth (10th) of each month in a generally
accepted format such as Excel or Comma- separated values (CSV) upon Agreement award and
execution. The database shall include at least the following information for each vehicle
processed:
1) Make, model, year, color, body style
2) Vehicle Identification Number
3) License Plate
4) Owners name, driver's license number, date of birth, address, and telephone number
5) Digital images documenting the condition of the vehicle
6) Location vehicle was picked up
7) Date- year, month, day, and time of impoundment
8) User Identification of individual performing impounds and release functions
9) Date- year, month, day, and time of release
10) Identification of impounding tow truck operator
11) Identification of officer or City employee requesting the tow
12) Description or inventory of all unsecured property in the vehicle or truck bed
13) Vehicles sold at auction, including auction date, buyers name, and sales price
14) Vehicles scheduled for sale at next auction and auction date
15) Offense report or incident number
9. Vendor shall participate in City meetings and other communications, whether written,
electronic, or by phone, as requested.
10. Vendor shall be able to manage the reporting of Private Property Tows and Repossession Tows
within the City of Fort Worth. City should be able to search and review Private Property Tows
and Repossession Tows at any time using the website provided by Vendor. City should be able
to search using one or more the following criteria: 1) vehicle identification number, 2) incident
number 3) license plate number, and 4) vehicle owner's name, when available.
B. Dispatch and Dispatch methods
4892-2080-7297, v. 3
1. Vendor shall provide automated web -based systems capable of dispatch and inventory
that is presently in use in State, County, or City Municipalities with over 500,000 individuals
within their jurisdiction. The system shall allow multiple users within the City to access the
information simultaneously.
2. The system shall be able to send and receive data through multiple communication channels
as needed, but not limited to, computer, phone, and wireless devices based on Android and IOS
platform.
3. The system shall be an encrypted secure system that allows multiple security levels for multiple
users.
4. The system should be able to track and verify location and time utilizing a real time Global
Positioning System (GPS) available from smart phone or similar mobile computer device. This
will enable Vendor and City to track vehicles and wreckers while in service.
5. The system should provide real time location and tracking of tow trucks and shall be viewable
by City through the Vendor's website application.
6. The system shall be able to dispatch tow trucks in various ways, including rotational, zone,
OPS-closest proximity basis, and a hybrid of these options. City reserves the right to change
the dispatch methodology at any time to ensure that the City's goals are being accomplished.
Any change in dispatch methodology will be made in writing. City will create and furnish a
map of towing zones to Vendor if a zone dispatch method is chosen. City will provide updated
zone maps, as needed.
7. City will be able to enter a tow request into the Vendor's system, which will take over and
dispatch the appropriate tow operator given the applicable dispatch method. The system shall
dispatch tow request immediately upon receipt of pick-up order via the communication system.
Thereafter, Vendor shall monitor the progress until the tow is complete.
8. The system shall be able to select an alternate tow truck for dispatch, if the primary tow truck
is unable to meet the required timeframe.
9. The system shall be able to locate towed vehicles by one or more of the following criteria: 1)
vehicle identification number, 2) incident number, 3) license plate number, and/or 4) vehicle
owner's name, when available.
10. The goal response times to be used in any dispatch methodology not based on closest tow truck
to the incident are as follows:
a. for light duty and medium duty tows - twenty (20) minutes or below
b. For heavy duty tows — sixty (60) minutes or below
C. Towing Services/Subcontracts
1. Towing Programs
a. City shall maintain a list of all qualified towing companies that are qualified to perform
services under this Agreement. Vendor may request that additional qualified towing
companies be added to perform police -initiated tows in accordance with the procedure outlined
in Exhibit C. Once the towing subcontracts are executed, Vendor shall notify City of any
performance issues or disputes arise between Vendor and any of the tow companies on the
approved towing list in accordance with the procedures outlined in Exhibit C. Vendor shall
immediately notify the City if it becomes aware that a tow company no longer meets the
qualifications required to be on the City's approved tow provider lists, as outlined in Exhibit
C.
4892-2080-7297, v. 3
b. For performance, service standards, compliance, customer service, and other similar issues
the Chief of Police or his/her City -employed designee will have final authority to remove
or suspend a subcontracted tow provider. This decision will be made in accordance with
the process included in Exhibit C.
c. Vendor will notify the Chief of Police or his designee of any disputes between Vendor and
subcontractor as soon as practical.
d. Vendor shall ensure that all subcontractors comply with all state, federal, and, local requirements.
e. Vendor shall ensure that all subcontractors notify the City of any tow appeal hearings
within twenty-four (24) hours of the subcontractor receiving notice.
f. Vendor or its designee shall perform all annual inspections of tow trucks and vehicle
storage facilities used in connection with this Agreement. Vendor shall send a report to
the City on a weekly basis so long as at least one inspection of a tow truck or vehicle
storage facility is performed during that week. The report shall include the name and
contact information for each company or facility and the date the documents were
received. The report shall be available in a format that is compatible with City databases.
g. Vendor or its designee shall perform semi-annual lot and invoice audits of all approved Vehicle
Storage Facilities (VSF's) operating as subcontractors in the City of Fort Worth for the purpose of
police initiated and police purpose towing
2. Tow Truck Eouinment. Service and Training
a. Tow trucks and towing companies shall meet all equipment and personnel licensing and
permitting laws, rules, ordinances, and regulations applicable to and governing tow trucks, tow
operators, and vehicle storage facilities. This may include, but is not limited to the: Texas
Occupations Code, Texas Administrative Code, Texas Transportation Code, Texas
Department of Licensing and Regulation, City of Fort Worth Code of Ordinances, and all
applicable towing rules. Vendor shall maintain and submit, upon request by City, a copy of
required licenses and permits.
b. Vendor shall provide annual Incident Management training to all tow providers providing
service to the City. All tow providers shall be Incident Management certified in order to
perform tows for the Fort Worth Police Department.
c. Vendor shall provide other training to contracted tow providers annually to improve service
delivery standards and safety.
d. Vendor shall provide a sufficient number of tow trucks to perform all light/medium duty
towing calls for service expected to number approximately 19,000-23,000 annually.
e. Vendor shall provide a sufficient number of tow trucks to perform all heavy-duty towing call
for service expected to number approximately 1,000 annually.
f. Vendor or its designee shall inspect all equipment used to perform towing services in connection
with this Agreement on an annual basis, as required by City ordinance, to ensure equipment is
safe, functional, and includes all necessary/required items and identification.
g. Vendor shall ensure all subcontracted tow providers are registered annually to perform tows
in the City of Fort Worth as required by City Ordinance.
3. Towing Subcontractor Fee Collection
4892-2080-7297, v. 3
a. Vendor or subcontracted towing provider shall collect when a vehicle is released, all monies
including applicable taxes, due against the vehicle. No subcontractor shall charge a fee not
authorized or a fee in excess of the authorized amount included in Exhibit B.
b. In addition to the towing and impound and storage fees authorized for collection in accordance
with Exhibit B, an additional $32 admin fee for each police -initiated tow will be collected by
the towing company when the vehicle is reclaimed by the owner/operator.
c. Vendor is authorized to require towing subcontractors to remit $28.25 dollars per Police -
Initiated Tow that subcontractor completes in connection with this Agreement on a periodic
basis to Vendor.
D. Agreement Closeout Procedures
Vendor shall provide the City with an itemized written inventory of all vehicles which remain
unclaimed as of the expiration of this Agreement. The inventory shall be provided no later than
thirty (30) days after the expiration date of the Agreement. The inventory shall include the date of
impoundment, vehicle year, make and model, description of the vehicle, vehicle identification
number, and name and address of legal owner of record, if available.
4892-2080-7297, v. 3
EXHIBIT B - APPROVED FEES
Authorized Fees for Police -Initiated and Police -Purpose Tows
Tow -Light Duty $180 first tow truck
Tow -Medium Duty
Tow -Heavy Duty
Extra Time -Light or Medium Duty
Extra Time- Heavy Duty
Tow provider rents equipment
Air Cushions -Regular
Air Cushions -Tanker
Tractor -Tilt Hydraulic Tail -Lowboy -Other
specialized equip.
Rotator Wrecker
Extra employee
$180 first tow truck
$300 per hour
2 hour minimum
$120 per hour charged in 15 minute increments*
$250 per hour charged in 15 minutes increments*
Reimbursed plus 15%*
$150 per hour
After 151 hour, billing in 15 minute increments
$400 per hour
After 1It hour, billing in 15 minute increments
$350 per hour-
2 hour minimum
After 2nd hour, billing in 15 minute increments
$500 per hour-
2 hour minimum
After 2nd hour, billing in 15 minute increments
$20/per hour*
4 hour minimum charge
Use of a dolly
$0
Mileage
$0**
Fuel charges/surcharges
$0
Clean up and debris removal
$0
Travel time
$0
Authorized Dispatch fee for Police -Initiated Tows Dispatch Fee
$32
Authorized Miscellaneous Fees
Impound/Storage and related fees I In accordance with state law
* With Police supervisor's written approval.
** City acknowledges that, if a vehicle owner requests a vehicle be
towed outside of the corporate limits of the City, an additional mileage fee
may apply, but responsibility for such.
4892-2080-7297, v. 3
EXHIBIT C
CITY TOWING LIST PROCEDURES
Adding Tow Truck Companies to the Citv's Annroved Police-Purnose Tow Provider
List
.... .. - -
All tow providers on the Police -Purpose Tow Provider list shall be added at the discretion
of the City to ensure that there is sufficient coverage for the needs of the City. Each provider
included on this list must be qualified and a current approved tow provider on the City's
Approved Police- Initiated Tow Provider List. No provider shall be guaranteed the right
to be included on this list and any provider may be removed at any time at the discretion of
the City. Any tow provider that the City adds to this list must be offered the opportunity to
subcontract with Vendor.
Addinu Tow Truck Companies to the f itv's An,�r.pved Police -initiated Tow Provider
List
Tow providers who meet the following qualifications shall be eligible to be added to the
City's list of Approved Police -Initiated Tow Providers. No tow provider shall have a legal
right to be included on the list and any tow provider may be removed from the list at any
time in accordance with the discipline process below or if the tow provider no longer meets
the qualifications required to be added to the list. Any tow provider that the City adds to
this list must be offered the opportunity to subcontract with Vendor. Vendor shall confirm
the contents of any application made by a tow provider seeking to be added to the City's
approved list. Upon confirming the information, Vendor shall remit the application to the
person listed in the Agreement as the contact point. The City shall notify Vendor once a
decision is made regarding whether the tow provider will be added to one or more of the
City's approved tow provider lists.
1. Qualifications: Any tow provider requesting to be added to the City's list must
provide an application with statements confirming and information to support the
following criteria:
o Tow provider shall perform all necessary work for the removal from the public streets,
ways or other public property in the City of Fort Worth and from private property when
directed by the Police Department or duly authorized representative; vehicles which have
been abandoned, involved in collisions, cleaning up accident scene, parking violations,
vehicles to be checked for evidence, prisoners' vehicles and disabled vehicles.
o All towing services shall be provided in accordance with all applicable legal and
regulatory standards, including state and federal laws, rules, and regulations. Under no
circumstances will Contractor make recommendations concerning where a vehicle should
be towed or repaired, except as expressly allowed herein. Contractor/Operator will tow all
vehicles to the location directed by the Fort Worth Police Department.
Contractor/Operator is prohibited from towing any vehicle to any repair shop in which it
or its subcontractors own a monetary interest, operate from or is collocated with.
o Tow provider shall submit an equipment list identifying the type and quantity of each
category of equipment it will provide to perform the requested services. All equipment
4892-2080-7297, v. 3
proposed to be used to provide services must meet state mandated minimum requirements
with documentation thereof to be provided on request.
o All tow trucks, tow truck operators, and vehicle storage facilities must be capable of
using the technology provided by Vendor (smart phone, internet connection, computer).
o Tow provider will provide uniformed tow truck operators. Uniforms must be clean
and have names of the company and the name of the operator on the outside of the uniform.
o Tow provider and employees shall comply with all state laws and regulations
concerning license and registration of vehicles and drivers. Tow provider's employees
will comply with all traffic laws when operating vehicles.
o At direction from the Fort Worth Police Department, the Tow provider agrees it shall
be responsible for cleanup, removal and disposal of any debris (all parts, metal, glass, dirt,
small amounts of vehicular fluids, i.e.: oil, gasoline, grease spots) for scenes at which it
provides tow services. The process for removal and disposal of debris must be in
accordance with all laws, ordinance, and environmental laws and regulations.
o Tow provider agrees that it shall follow the rules and procedures of the Fort Worth
Auto Pound when vehicles are towed to that location.
o Tow provider agrees that it will comply with all laws, rules, regulations, and
ordinances when performing services in connection with this agreement.
o Tow provider agrees that it will not charge any fee that is not authorized by the City
or charge any fee in excess of the authorized amount.
o Tow provider agrees that it shall maintain insurance coverage at all times in
accordance with its subcontract.
o To minimize potential false liability claims against the City, Vendor, and the
subcontractor, tow provider must be able to record the condition of each vehicle at the
time a tow is initiated, if such documentation can be achieved without compromising
safety. Digital images or videos shall be taken of all four (4) sides of, the vehicle to
document the condition of each vehicle. The photos and videos taken are the property of
the City of Fort Worth and will not be shared without written consent from the City. At no
time will any photos or videos from a police scene be published on social media by the
contractor or any of it's subcontractors.
o For light and medium duty tows, tow provider must include evidence that tow
p r ovider has a minimum of four (4) tow trucks to include a minimum of two (2) tilt
bed/roll back/flatbed dual rear wheel wreckers and a minimum of two (2) vehicles at the
discretion of the Tow provider, shall be available, operational, licensed, tagged, and
insured at all times.
o For heavy duty tows, tow provider must include evidence that tow provider has a
minimum of two (2) heavy duty tow trucks with the proper equipment and signage in
accordance state laws shall be available at all times.
o Regarding vehicle storage facility standards and oversight, Tow provider must
demonstrate the Tow provider is capable of providing vehicle storage facility and vehicle
storage services meeting the following minimum criteria:
o All vehicle storage facilities (VSFs) shall meet all applicable State licensing,
inspection, and operating requirements, which may include, but are not limited to the
Texas Occupations Code, Texas Transportation Code, Texas Administrative Code, and all
applicable vehicle storage rules.
o VSF proposed shall be located within one mile of the corporate limits of the City of
Fort Worth (provide location and estimated storage capability).
o Proposer shall describe each VSF proposed for the storage of vehicles, each of which
must be fenced and secured to prevent vandalism, minimize the possibility of damage, and
facilitate removal. The fence(s) should be at least eight (8) foot high chain link with razor
wire, if allowable, on top and shall be secured with a locking gate. Contractor may propose
4892-2080-7297, v. 3
alternative to chain link fencing with razor wire on the top. Final decision as to
acceptability of the alternate solution shall rest with the City. Security System: VSFs
shall be equipped with security lighting that adequately illuminates the facility.
o Tow provider should provide information showing it has a minimum of five
(5) years' experience providing towing and vehicle storage services. City may
consider a provider with less than five (5) years' experience, if the provider
furnishes at least three references for which the company has provided the services.
o Each tow provider must furnish a copy of the Articles of Incorporation or
other similar corporate documents on file with the Texas Secretary of State for the
Proposer and each of its proposed subcontractors. In addition, provider must
furnish documentation from the Secretary of State and/or Tarrant County showing
any other names under which it is authorized to do business (DBAs). Tow provider
must provide the City with a copy of any and all State and Federal licenses
and permits. By submitting an application to be added to one or more of the
City's lists, provider consents to the Fort Worth Police Department running
a criminal background check on the owners and key personnel of the provider
and all proposed subcontractors.
o Tow provider must clearly indicate if the provider or any of its employees or
agents have ever been charged with or paid a fine for non-compliance with any
local, state or federal laws, rules, or regulations related to towing services,
operation of a VSF, or other law that would impact issuance of a towing- or VSF-
related license or permit by the State of Texas.
o Provider shall include an affirmative statement that it is currently in
compliance and will throughout the term of any subcontract maintain compliance
with applicable federal and state laws, rules, and regulations.
o Tow providers must list and provide a brief explanation of all pending or
anticipated claims or litigation in which the provider is currently involved or
anticipates.
o Tow provider must describe its written safety program and safety meetings
schedules.
Discipline process
Vendor shall be responsible for reporting to the City (Police Department) bi-weekly all
complaints received for any tow provider or service provider subcontracted with Vendor in
connection with this contract.
Vendor shall be responsible for communicating either in person or by telephone with the
City as soon as practicable any recurring complaints, trends, or issues that arise from
services provided in connection with this contract, including any subcontracts.
Vendor shall provide the Chief of Police or his/her City -employed designee with any
requested details related to any complaint made in connection with services provided in
connection with this Agreement. Vendor shall be given a reasonable amount of time
to collect and remit any requested information to the Chief of Police or his/her City -
employed designee.
4892-2080-7297, v. 3
Options for addressing complaints, issues, or concerns shall be addressed in the manner
determined to be appropriate in the discretion of the Chief of Police or his/her City -
employed designee.
Available options shall include but shall not be limited to -
A) Clarifying basic details of the complaint in case it is not valid
B) Coaching/mentoring/training
C) Documented warning
D) Temporary suspension from the City's lists of approved providers for
Police -Purpose Tows, Police -Initiated Tows, or both (1 day- 30 days)
E) Temporary suspension from the City's lists of approved providers for
Police -Purpose Tows, Police -Initiated Tows, or both (31 day- 90 days)
F) Permanent suspension from the City's lists of approved providers for
Police -Purpose Tows, Police -Initiated Tows, or both.
The decision of the Police Chief or his/her City -employed designee regarding the discipline
of a tow company on the City's list of approved providers for Police -Purpose Tows, Police -
Initiated Tows, or both shall be final and binding. Vendor shall not dispatch any calls to
any tow provider who is suspended from the City's list of approved providers for Police -
Purpose Tows, Police -Initiated Tows, or from both lists while that tow provider is
suspended.
Reasons for discipline shall include, but shall not be limited to:
1) Charging a fee not authorized by the City or charging a fee in
excess of the authorized amount;
2) Permitting a tow truck to be operated by anyone while under the
influence of alcohol and/or illegal drugs;
3) Performing tow services in connection with this Agreement while
consuming, or while under the influence of drugs or alcohol;
4) Permitting a tow truck to be operated by anyone whose operator's
license is suspended;
5) Transferring or assigning any call for service to any other
subcontractor;
6) Any sustained complaint of theft by personnel of subcontractor while
acting in their capacity as employees of subcontractor;
7) Any sustained complaint of threats made by personnel of the
subcontractor while acting in their capacity as employees of
subcontractor made against third parties during a police- initiated or
police -purpose tow or otherwise;
8) Failing to comply with all directions of police personnel at the scene
of a police -initiated or police -purpose tow, civilian employees at the
Police Pound, or individuals performing inspections;
9) Failure to comply with any state or federal law or code or City
ordinance related to the operation of a tow truck or vehicle storage
facility;
10) Disobeying traffic control devices (traffic lights, stop signs, etc.);
11) Using any type of siren besides the backup warning signal;
12) Making any repairs or alterations to a vehicle obtained from
police- initiated or police- purpose tow;
4892-2080-7297, v. 3
13) Towing any vehicle which is occupied by any person, except as
specifically directed by a police officer;
14) Charging for services not performed or making duplicate charges
for the same service performed in connection with this agreement;
15) Using profane or obscene language which offends a customer or
any other person;
16) Being verbally or physically offensive, abusive, disrespectful or
discourteous to any customer, motorist, City employee or any
other person;
17) Inappropriate touching any customer, motorist, City employee or
any other person;
18) Operating any vehicle or other equipment in the performance of
services in connection with this Agreement in a careless, reckless,
or negligent manner; or
19) Failure to maintain compliance with all required qualifications to
be added and included on the City's list of Approved Police -
Initiated Tow Providers.
20) Using or publishing any photos or videos taken on a police -initiated or
police -purpose call.
All reports, communications, and actions related to discipline
of a tow provider shall be documented and retained by Vendor
for at least 3 years following the expiration or termination of
this Agreement.
Vendor shall follow up on all reports, communications, or
other type of complaint on a bi- weekly basis until the
complaint is properly corrected as determined by the Chief of
Police or his/her City -employed designee.
4892-2080-7297, v. 3
EXHIBIT D
REQUIRED PROVISIONS FOR SUBCONTRACTS
Vendor shall include provisions substantially similar to the provision copied below in any
subcontract entered into in connection with this Agreement.
1. Any subcontract must include an executed addendum from the
subcontractor including the following affirmative statement: "I understand that my
company is being offered this subcontract because my company is included on the
City's Approved Police -Initiated and/or Police -Purpose Tow Provider list. I
understand that I nor my company have a property right in being added to the list or
remaining on the list and that the City can suspend or remove my company from the
list for disciplinary reasons or for failure to meet the City's qualifications at any time.
I further understand that in the event my company is suspended from the list, my
company will no longer receive dispatch calls for any tows in connection with this
Agreement for the duration of the suspension."
2. Vendor shall include a copy of Exhibit C in each subcontract.
3. INDEMNIFICATION
LIABILITY - <SUBCONTRACTOR> SHALL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF
<SUBCONTRACTOR>, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES. GENERAL INDEMNIFICATION - <SUBCONTRACTOR>
HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS
AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROMAND AGAINST ANYAND ALL THIRD PARTY CLAIMS
OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOSTPROFITS) AND/OR PERSONAL INJURY, INCLUDING
4892-2080-7297, v. 3
DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY
THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
<SUBCONTRACTOR>, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
Environmental Indemnification.
<SUBCONTRACTOR> DOES HEREBY RELEASE, INDEMNIFY,
REIMBURSE, DEFEND, AND HOLD HARMLESS THE CITY OF FORT
WORTH, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND
AGAINST ANY AND ALL ENVIRONMENTAL RELEASES AND/OR
DAMAGES AND THE VIOLATION OF ANY AND ALL ENVIRONMENTAL
REQUIREMENTS RESULTING FROM THE HANDLING, COLLECTION,
TRANSPORTATION, STORAGE, DISPOSAL, TREATMENT, RECOVERY,
AND/OR REUSE, BY ANY PERSON, OF HAZARDOUS WASTE WHEN SAID
ENVIRONMENTAL DAMAGES OR THE VIOLATION OF SAID
ENVIRONMENTAL REQUIREMENTS WERE THE RESULT OF ANY ACT
OR OMISSION OF <SUBCONTRACTOR>, ITS OFFICERS, AGENTS,
EMPLOYEES, OR SUBCONTRACTORS, OR THE JOINT ACT OR
OMISSION OF <SUBCONTRACTOR>, ITS OFFICERS, AGENTS,
EMPLOYEES, OR SUBCONTRACTORS AND ANY OTHER PERSON OR
ENTITY.
WARRANTY
<Subcontractor> warrants that it understands the currently known hazards and
suspected hazards which are presented to persons, property and the environment
by hazardous waste. <Subcontractor> further warrants that it and its officers, agents,
employees, and subcontractors will perform all services under this Agreement in a safe,
efficient and lawful manner using industry accepted practices, and in full compliance with
all applicable state and federal laws governing its activities and is under no restraint or order
which would prohibit performance of services under this Agreement. Approval by the City
shall not constitute or be deemed to be a release of the responsibility and liability of
<Subcontractor>, or its officers, agents, employees, or subcontractors, for the accuracy and
competency of their services provided under the Agreement.
4892-2080-7297, v. 3
Environmental Damages means all claims, judgments, damages, losses, penalties,
fines, liabilities (including strict liability), encumbrances, liens costs, and expenses of
investigation and defense of any claim, whether or not such claim is ultimately defeated,
and of any good faith settlement of judgment, of whatever kind or nature, contingent or
otherwise, matured or unmatured, foreseeable or unforeseeable, including without
limitation reasonable attorney's fees and disbursements and consultant's fees, any of
which are incurred as a result of the handling, collection, transportation, storage, disposal,
treatment, recovery, and/or recycling of hazardous waste pursuant to this Agreement, or
the existence of a violation of environmental requirements pertaining to same, and
including without limitation:
a. Damages for personal injury and death, or injury to property or natural resources;
b. Fees incurred for the services of attorneys, consultants, contractors, experts,
laboratories and all other costs incurred in connection with the investigation or
remediation of such hazardous wastes or violation of environmental requirements
including, but not limited to, the preparation of any feasibility studies or reports of
the performance of any cleanup, remediation, removal, response, abatement,
containment, closure, restoration or monitoring work required by any federal, state
or local governmental agency or political subdivision, or otherwise expended in
connection with the existence of such monitoring wells or violations or
environmental requirements, and including without limitation any attorney's fees,
costs and expenses incurred in enforcing this Agreement or collecting any sums
due hereunder; and
C. Liability to any third person or governmental agency to indemnify such
person or agency for costs expended in connection with the items referenced in
"Environmental Requirements." Environmental Requirements shall mean all
applicable present and future statutes, regulations, rules,
ordinances, codes, licenses, permits, orders, approvals, plans,
authorizations, concessions, franchises, and similar items, of all governmental
agencies, departments, commissions, boards, bureaus, or instrumentalities of the
United States, states, and political subdivisions thereof and all applicable judicial,
administrative, and regulatory decrees, judgments, and orders relating to the
protection of human health or the environment, including without limitation:
4892-2080-7297, v. 3
a. All requirements, including, but not limited to, those pertaining to
reporting, licensing, pelmitting, investigation, and remediation of emissions,
discharges, releases, or threatened releases of hazardous materials, pollutants,
contaminants or hazardous or toxic substances, materials, or wastes whether
solid, liquid, or gaseous in nature, into the air, surface water, groundwater,
storm water, or land, or relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport, or handling of pollutants,
contaminants, or hazardous or toxic substances, materials, or wastes, whether
solid, liquid, or gaseous in nature; and
b. All requirements pertaining to the protection of the health and safety of
employees and/or the public.
4. COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
1. This Agreement is to be construed, governed and enforced under all
applicable Texas and federal law and all City ordinances.
2. <SUBCONTRACTOR>, its agents, employees and subcontractors
shall use best efforts to comply with all applicable federal and state laws, the
Charter and Ordinances of the City of Fort Worth, as amended, and with all
applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
3. <SUBCONTRACTOR> shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including
completing the Employment Eligibility Verification Form (I-9).
<SUBCONTRACTOR> shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be
performed by any <SUBCONTRACTOR> employee who Is not legally
eligible to perform such services.
<SUBCONTRACTOR> SHALL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES
DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
<SUBCONTRACTOR>'S EMPLOYEES, SUBS, AGENTS, OR
LICENSEES.
4. <SUBCONTRACTOR>, for itself, its personal representatives,
assigns, subcontractors and successors in interest, as part of the consideration
4892-2080-7297, v. 3
herein, agrees that in the performance of <SUBCONTRACTOR>'s duties and
obligations hereunder, it shall not discriminate in the treatment or employment
of any individual or group of individuals on any basis prohibited by law. IF
ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS
NON- DISCRIMINATION COVENANT BY <SUBCONTRACTOR>,
ITS PERSONAL REPRESENTATIVES, ASSIGNS,
SUBCONTRACTORS OR SUCCESSORS IN INTEREST, VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
5. CITY TAXES
<Subcontractor> shall not become delinquent in the payment of any taxes due to
City of Fort Worth or any governing body or agency due in connection with this
Agreement.
6. RIGHT TO AUDIT
<Subcontractor> agrees that City shall, until the expiration of three (3) years
after final payment under this contract, or the final conclusion of any audit
commenced during the said three years, have access to and the right to
examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of
<Subcontractor> involving transactions relating to this Agreement at no
additional cost to City.
<Subcontractor> agrees that City shall have access during normal working
hours to all necessary <Subcontractor>'s facilities and shall be provided
adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. City shall give
<Subcontractor> reasonable advance notice of intended audits.
7. <Subcontractor> shall maintain insurance from insurers acceptable to City
of the following types and amounts:
Commercial General Liability
$500,000 each occurrence
4892-2080-7297, v. 3
$500,000 aggregate
Or
Garage Liability
$500,000 each accident, other than auto
$500,000 aggregate
Automobile Liability
$1,000,000 each accident, combined single limit
This coverage shall include all vehicles owned or non -owned that are
operating under <Subcontractor's> operating authority performing services
under this Agreement.
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.
Garagekeeper's Liability
$30,000 per unit
Worker's Compensation/Accident Insurance
Coverage shall meet the minimum requirements of state law, as contained in the
Motor Carrier Rules and Regulations.
<Subcontractor> shall maintain insurance coverage at all times. Current
insurance certificates shall remain on file with the City during the term of this
Agreement. It is the responsibility of the Vendor to submit updated insurance to
the City from each of its subcontractors. Insurance coverage may, at the sole
discretion of the City, be revised upward upon thirty (30) calendar days prior
written notice to Vendor. Policies shall be endorsed as follows:
1) 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.
2) Certificates of insurance shall be delivered to the Program Support
Division, 505 W. Felix Street, Fort Worth, Texas 75115, prior to any work
being performed under this Agreement.
4892-2080-7297, v. 3
3) Any failure on part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirements
specified herein.
4) 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.
5) 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.
6) Deductible limits, or self -funded retention limits, on each policy must not
exceed $10,000.00 per occurrence unless otherwise approved by the City.
7) 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.
8) 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.
9) City shall not be responsible for the direct payment of insurance premium
costs.
10) 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.
11) Vendor shall report, in a timely manner, to the Grants and Contracts
Section of any known loss occurrence that could give rise to a liability claim or
lawsuit or that could result in a property loss.
12) <Subcontractor's> liability shall not be limited to the specified amounts of
insurance required herein.
13) Upon the request of City, Vendor shall provide complete copies of all
insurance policies required by these Agreement documents.
4892-2080-7297, v. 3
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.
8. DEBRIS REMOVAL AND FLUID CLEANUP
Subcontractor shall completely remove all debris, except known hazardous material,
resulting from any accident to which the subcontractor is responding. Removal of
debris shall not be considered complete by merely sweeping it to the curb line.
• Subcontractor shall not pick-up any known hazardous material, Texas Administrative
Code, Title 30, Part 1, Chapter 327, (Texas Commission on Environmental Quality,
Spill Prevention and Control).
9. INDEPENDENT CONTRACTOR
It is understood and agreed that <subcontractor> in performing any work or services
hereunder is an independent contractor, and not an officer, agent, servant or employee
of the City. Subcontractor agrees that by executing a subcontract with City's
contractor, Vendor, <subcontractor> shall not become entitled to any benefits
provided by the City. The doctrine of respondeat superior shall not apply as between
the City and any subcontractor of Vendor, or subcontractor's officers, agents, servants,
employees, contractors and subcontractors, and nothing shall be construed as creating
a partnership or joint venture between the City and the subcontractor.
10. NOTIFICATION OF TOW HEARINGS
Subcontractor shall include the following information on every tow ticket provided for a
tow undertaken pursuant to or in connection with this agreement:
"If you choose to have a hearing as allowed by Chapter 2308 of the Texas Occupations
Code, the Fort Worth Police Department shall be served at the address below:
Fort Worth Police Department
C/O Fort Worth City Attorney's Office
Attn: Tow Appeal Hearing
200 Texas Street
Fort Worth, Texas 76102
4892-2080-7297, v. 3
Failure by subcontractor to provide the consumer with the information included above
with the subcontractor's tow ticket shall be deemed a breach of contract, and if the City is
assessed any fee, fine, or cost in the appeal hearing, the subcontractor must reimburse the
City the full amount assessed by the Court. The subcontractor shall not be dispatched on
any police -initiated or police -purpose tows until it has reimbursed the City.
Subcontractor must notify the City within twenty-four hours of receipt of notice for a
tow appeal hearing involving a tow that was made pursuant to or in connection with this
agreement. Notices shall be sent electronically to the City at the address included in the
contract. Failure to provide the notice to the City within twenty-four hours shall be
deemed a breach of contract and if the City is assessed any fee, fine, or cost in the appeal
hearing, the Subcontractor must reimburse the City the full amount assessed by the
Court. The subcontractor shall not be dispatched on any police- initiated tows until it has
reimbursed the City.
4892-2080-7297, v. 3
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form") hereby certifies that the
following individuals and/or positions have the authority to legally bind Vendor and to execute
any agreement, amendment or change order on behalf of Vendor. Such binding authority has been
granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully
entitled to rely on the warranty and representation set forth in this Form in entering into any
agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10)
business days if there are any changes to the signatory authority. City is entitled to rely on any
current executed Form until it receives a revised Form that has been properly executed by Vendor.
Name:
Position:
Signature
2. Name:
Position:
Signature
Name:
Position:
Signature
Name:
Raym6nd Krouse (Sep 28, 202317:34 EDT)
Signature of President / CEO/CFO
Other Title:
Date: Sep 28, 2023
4892-2080-7297, v. 3
M&C Review Page 1 of 3
0
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGEND FORTWORTH
Create New From This M&C
REFERENCE **M&C 23- 13PRFP 23-0073 POLICE
DATE: 9/12/2023 NO.: 0754 LOG NAME: INITIATED TOWING
SERVICES PD AR
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of Agreement with AutoReturn US, LLC for Dispatch,
Communications, and Records Software and Management Services for Law Enforcement
Purpose Tows in an Annual Amount Up to $1,000,000.00 for the Initial Two -Year Term
and Authorize a Two -Year Renewal Option in an Annual Amount Up to $1,050,000.00
and a One -Year Renewal Option in an Annual Amount Up to $1,102,500.00
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an agreement with AutoReturn US,
LLC. for dispatch, communications, and records software and management services for Law
Enforcement Purpose Tows in an annual amount up to $1,000,000.00 for the initial two-year term and
authorize a two-year renewal option in an annual amount up to $1,050,000.00 and a one-year renewal
option in an annual amount up to $1,102,500.00.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to approve a contract for dispatch,
communications, and records software for all nonconsent tows within the City and management
services for Law Enforcement Purpose Tows. For the purpose of this M&C, Law Enforcement Purpose
Tows are made up of two categories of tows, tows that are dispatched at the request of a police officer
and are paid for by the citizen ("Police -Initiated Tows") and tows that are dispatched at the request of
a police officer and are paid for by the City ("Police -Purpose Tows").
The Police Department approached the Purchasing Division to procure an agreement for towing
services. The City will utilize this agreement to contract directly with a company to perform all towing
dispatch, impound management, and technology solutions to ensure the provision of towing services.
The company will subcontract with the tow companies currently on the City's approved tow provider
lists and will manage and administer towing contracts on a day-to-day basis.
In order to procure these services, Purchasing staff issued Request for Proposal (RFP) No. 23-0073.
The RFP consisted of detailed specifications describing turnkey towing services, towing dispatch, and
impound management requirements. The RFP was advertised in the Fort Worth Star -Telegram on
May 18, 2023, May 24, 2023, May 31, 2023, and June 7, 2023. A sole response was received.
An evaluation panel consisting of representatives from the Police and Transportation and Public
Works Departments evaluated and scored the response using Best Value criteria. The individual
scores were averaged for each of the criteria and the final scores are listed in the table below.
Bidders Evaluation Criteria
a lb Ic Id ITotall Score
AutoReturn US, LLC 16.25 16.25 16.25 25.00 73.75
Best Value criteria:
A) Towing service capability, qualifications and service standards
B) Technology for complete and accurate data reporting and collection
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31380&councildate=9/12/2023 9/29/2023
M&C Review Page 2 of 3
C) Technology for efficient communication and response
D) Financial Elements
After evaluation, the panel concluded that AutoReturn US, LLC. presents both the best value and the
necessary coverage for the City. Therefore, the panel recommends that Council authorize an
agreement with AutoReturn US, LLC. Staff certifies that the recommended vendor's bid met
specifications.
FUNDING: Funding will be budgeted in the Police Department's Other Contractual
Services account within the General Fund for Fiscal Years 2024 and 2025.
BUSINESS EQUITY: A waiver of the goal for Business Equity subcontracting requirement is approved
by the DVIN-BE, in accordance with the Business Equity Ordinance, because the purchase of goods
or services is from sources where subcontracting or supplier opportunities are negligible.
AGREEMENT TERMS: Upon City Council approval, the agreement will begin on October 1, 2023, and
expire on September 30, 2025 (initial term), with two options to renew at the City's discretion.
RENEWAL OPTIONS: This agreement may be renewed for up to one (1) two-year term and one (1)
one-year term at the City's option. This action does not require specific City Council approval provided
that the City Council has appropriated sufficient funds to satisfy the City's obligations during the
renewal term.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and adoption of
the Fiscal Year 2024 and Fiscal Year 2025 Budgets by the City Council, funds will be available in the
Fiscal Year 2024 and Fiscal Year 2025 operating budget, as appropriated, in the General Fund. Prior
to an expenditure being incurred, the Police Department has the responsibility to validate the
availability of funds.
BQN\\
TO
Fund ' Department Account Project
ID ID
FROM
Fund Department Account Project
ID ID
Submitted for Citv Manager's Office bv:
Originating Department Head:
Additional Information Contact:
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Reginald Zeno (8517)
Fernando Costa (6122)
Reginald Zeno (8517)
Neil Noakes (4212)
Jo Ann Gunn (8338)
A'ja Robertson (8585)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31380&councildate=9/12/2023 9/29/2023
M&C Review
Page 3 of 3
ATTACHMENTS
230505 Waiver PD Waiver - Managinq towinq services.pdf (CFW Internal)
AutoReturnSAMs.Ddf (CFW Internal)
Executed Form 1295 Certificate AR.Ddf (CFW Internal)
RFP Towing FID Table.xlsx (CFW Internal)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31380&councildate=9/12/2023 9/29/2023