Agreement - PSA Towing Services RFP 22-27

PROFESSIONAL SERVICES AGREEMENT
(Not Construction Related)
With WESTERN TOWING OF PHOENIX, INC.
For City Fleet Towing and Police Directed Citizen Vehicle Towing

This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE,
an Arizona municipal corporation ("City") and Western Towing of Phoenix, a Delawate corporation,

authorized to do business in the State of Arizona, ("Consultant") as of the day of 2022
(“Effective Date”).

RECITALS

A. City intends to undertake a project for the benefit of the public and with public funds that is more fully set
forth in Exhibit A, Project (the "Project");

B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit A, Project Scope of Work (“Scope”);
Cc. Consultant desires to provide City with professional services (“Services”) consistent with best consulting or
architectural practices and the standards set forth in this Agreement, in order to complete the Project; and
D. City and Consultant desire to memorialize their agreement with this document.
AGREEMENT

The parties hereby agree as follows:
1. Key Personnel; Other Consultants and Subcontractors.

11 Professional Services. Consultant will provide all Services necessary to assure the Project is
completed timely and efficiently consistent within Project requirements, including, but not limited
to, working in close interaction and interfacing with City and its designated employees, and working
closely with others, including other consultants or contractors, retained by City.

1.2 Project Team.
a. Project Manager.

(1) Consultant will designate an employee as Project Manager with sufficient training,
knowledge, and experience to, in the City's opinion, complete the project and
handle all aspects of the Project such that the work produced by Consultant is
consistent with applicable standards as detailed in this Agreement; and

(2) The City must approve the designated Project Manager.
b. Project Team.

(1) The Project Manager and all other employees assigned to the Project by
Consultant will comprise the "Project Team."

(2) Project Manager will have responsibility for and will supervise all other employees
assigned to the Project by Consultant.

c. Discharge, Reassign, Replacement.

(1) Consultant acknowledges the Project Team is comprised of the same persons and
roles for each as may have been identified in Exhibit A.

(2) Consultant will not discharge, reassign, replace or diminish the responsibilities of
any of the employees assigned to the Project who have been approved by City

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without City's prior written consent unless that person leaves the employment of
Consultant, in which event the substitute must first be approved in writing by City.

(3) Consultant will change any of the membets of the Project Team at the City's
request if an employee's performance does not equal or exceed the level of
competence that the City may reasonably expect of a person performing those
duties, or if the acts or omissions of that person are detrimental to the
development of the Project.

d. Subcontractors. Consultant shall not engage any subcontractor for the work or services to
be performed under this Agreement.

Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project.

Consultant’s Work.

3.1

3.2

3.3

3.4

Standard. Consultant must perform Services in accordance with the standards of due diligence,
care, and quality prevailing among consultants having substantial experience with the successful
furnishing of Services for projects that are equivalent in size, scope, quality, and other criteria under
the Project and identified in this Agreement.

Licensing. Consultant warrants that:

a. Consultant currently holds all appropriate and required licenses, registrations and other
approvals necessaty for the lawful furnishing of Services ("Approvals"); and

b. Neither Consultant nor any Subconsultant has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity (""Debarment").

(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Consultant's contracting ability.

(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.

Compliance. Services will be furnished in compliance with applicable federal, state, county and
local statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards
and ctiteria designated by City.

Consultant must not discriminate against any employee or applicant for employment on the basis
of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or
expression, genetic characteristics, familial status, U.S. military veteran status or any disability.
Consultant will require any Sub-contractor to be bound to the same requirements as stated within
this section. Consultant, and on behalf of any subcontractors, warrants compliance with this
section.

Coordination; Interaction.

a. For projects that the City believes requires the coordination of various professional
services, Consultant will work in close consultation with City to proactively interact with
any other professionals retained by City on the Project ("Coordinating Project
Professionals").

b. Subject to any limitations expressly stated in the Project Budget, Consultant will meet to
review the Project, Schedule, Project Budget, and in-progress work with Coordinating
Project Professionals and City as often and for durations as City reasonably considers
necessary in order to ensure the timely work delivery and Project completion.

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4,

3.5

c For projects not involving Coordinating Project Professionals, Consultant will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.

Work Product.

a. Ownership. Upon receipt of payment for Services furnished, Consultant grants to City
exclusive ownership of and all copyrights, if any, to evaluations, reports, drawings,
specifications, project manuals, surveys, estimates, reviews, minutes, all "architectural
work" as defined in the United States Copyright Act, 17 U.S.C § 101, ef seg, and other
intellectual work product as may be applicable ("Work Product").

(¢3) This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.

(2) Consultant warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprictary interests.

b. Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.

c. City Use.
(1) City may reuse the Work Product at its sole discretion.
(2) In the event the Work Product is used for another project without further

consultations with Consultant, the City agrees to indemnify and hold Consultant
harmless from any claim arising out of the Work Product.

(3) In such case, City will also remove any seal and title block from the Work Product.

Compensation for the Project.

4.1

4.2

4.3

Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $750,000 as specifically detailed in Exhibit B
("Compensation"),

Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

a. Adjustments to Compensation require a written amendment to this Agreement and may
require City Council approval.
b. Additional services which are outside the Scope of the Project contained in this Agreement

may not be performed by the Consultant without prior written authorization from the City.

c. Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
ptiority and govern the conduct of the parties.

Allowances. An “Allowance” may be identified in Exhibit C only for work that is required by the
Scope and the value of which cannot reasonably be quantified at the time of this Agreement.

a. As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts
identified in Exhibit C and any unused allowance at the completion of the Project will
remain with City.

b. Consultant may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subconsultant.
c. Consultant will not use any portion of an Allowance without prior written authorization
from the City.
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5.

d Examples of Allowance items include, but are not limited to, subsurface pothole
investigations, survey, geotechnical investigations, public participation, radio path studies
and material testing.

4.4 Expenses. City will reimburse Consultant for certain out-of-pocket expenses necessarily incurred
by Consultant in connection with this Agreement, without mark-up (the “Reimbursable
Expenses”), including, but not limited to, document reproduction, materials for book preparation,
postage, courier and overnight delivery costs incurred with Federal Express or similar carriers,
travel and car mileage, subject to the following:

a. Mileage, airfare, lodging and other travel expenses will be reimbursable only to the extent
these would, if incurred, be reimbursed to City of Glendale personnel under its policies
and procedures for business travel expense reimbursement made available to Consultant
for review prior to the Agreement’s execution, and which policies and procedures will be
furnished to Consultant;

b. The Reimbursable Expenses in this section are approved in advance by City in writing; and

c. The total of all Reimbursable Expenses paid to Consultant in connection with this
Agreement will not exceed the “not to exceed” amount identified for Reimbursable
Services in the Compensation.

Billings and Payment.

5.1 Applications.

a. Consultant will submit monthly invoices (each, a "Payment Application") to City's Project
Managet and City will remit payments based upon the Payment Application as stated
below.

b. ‘Vhe period covered by each Payment Application will be one calendar month ending on
the last day of the month.

5.2 Payment.
a. After a full and complete Payment Application is received, City will process and remit

payment within 30 days.
b. Payment may be subject to or conditioned upon City's receipt of:
(1) Completed work generated by Consultant and its Subconsultants; and

(2) Unconditional waivers and releases on final payment from all Subconsultants as
City may reasonably request to assure the Project will be free of claims arising
from required performances under this Agreement.

5.3 Review and Withholding. City’s Project Manager will timely review and certify Payment

Applications.
a. If the Payment Application is rejected, the Project Manager will issue a written listing of
the items not approved for payment.
b. City may withhold an amount sufficient to pay expenses that City reasonably expects to
incur in correcting the deficiency or deficiencies rejected for payment.
Termination.
6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by

delivering a written termination notice stating the effective termination date, which may not be less
than 15 days following the date of delivery.

a. Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.

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b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of
the required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of
this Agreement within seven days after receipt of written notice specifying the breach.

a. Consultant will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, are less than
the equitable amount due but not paid Consultant for Services furnished, City will pay the
amount due to Consultant, less City's damages, in accordance with the provisions of Sec. 5.

b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject
to consequential damages more than $1,000,000 or the amount of this Agreement,
whichever is greater.

Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any petson who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or
consultant of any other party to this Agreement.

Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain
insurance against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of all tasks or work necessary to complete the Project as herein defined.
Such insurance shall cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.

8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products and completed operations, with limits of no less than $1,000,000 per
occurrence for bodily injury, personal injury, and property damage. If a general aggregate
limit applies, either the general aggregate limit shall apply sepatately to this project/location
or the general agpregate limit shall be twice the required occurrence limit.

b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.

c. Professional Liability. Consultant must maintain a Professional Liability insurance
covering ertors and omissions arising out of the work or services performed by Consultant,
or anyone employed by Consultant, or anyone for whose acts, mistakes, errors and
omissions Consultant is legally liability, with a liability insurance limit of $1,000,000 for
each claim and a $2,000,000 annual aggregate limit. Should include coverage for Plan
administration and fiduciary administrative duties. Full description of the E&O Coverage
provided.

d. Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injuty or disease.

e Fidelity Insurance (Crime Bond)
(1) The policy shall be issued with minimum limits of $1,000,000.

(2) The policy shall include coverage for all directors, officers, agents and employees of
the Offeror.

(3) The policy shall include coverage for third party fidelity.
(4) The policy shall include coverage for theft.

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(5) The policy shall contain no requirement for arrest and conviction.
(6) The policy shall cover loss outside the premises of the Named Insured.

(7) The Department shall be endorsed (Blanket Endorsements are not acceptable) as a
Loss Payee as our interest may appear.

Cyber Liability — with limits not less than $1,000,000 per occurrence or claim, $2,000,000
aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as
is undertaken by the Vendor in this agreement and shall include but not be limited to,
claims involving infringement of intellectual property, including but not limited to
infringement copyright, trademark, trade dress, invasion of privacy violations, information
theft, damage to or destruction of electronic information, telease of private information,
alteration of electronic information, extortion and network security. The policy shall
provide coverage for breach response costs as well as regulatory fines and penalties as well
as credit monitoring expenses with limits sufficient to respond to these obligations. If the
policy is written on a claims-made basis a Retroactive Date must be shown as indicated
item v) above.

8.2 Indemnification.

a

To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties") for, from, and against any and
all claims, demands, actions, damages, judgments, settlements, personal injury (including
sickness, disease, death, and bodily harm), property damage (including loss of use),
infringement, governmental action and all other losses and expenses, including attorneys'
fees and litigation expenses (each, a "Demand or Expense” collectively "Demands or
Expenses") asserted by a third-party (Le. a person or entity other than City or Consultant)
and that arises out of or results from the breach of this Agreement by the Consultant or
the Consultant’s negligent actions, errors or omissions (including any Subconsultant or
Subcontractor or other person or firm employed by Consultant), whether sustained before
or after completion of the Project.

This indemnity and hold harmless provision apply even if a Demand or Expense is in part
due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Consultant will be liable only to the extent the Demand or
Expense results from the negligence or breach of a responsibility of Consultant or of any
person or entity for whom Consultant is responsible.

Consultant is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.

8.3 Other Insurance Provisions. The insurance policies required by the Section above must contain,
ot be endorsed to contain the following insurance provisions:

a.

The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL and automobile policies for any liability arising from or
in connection with the performance of all tasks or work necessary to complete the Project
as hetein defined. Such liability may arise, but is not limited to, liability for materials, parts
or equipment furnished in connection with any tasks, or work performed by Consultant or
on its behalf and for liability arising from automobiles owned, leased, hired or borrowed
on behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant’s existing insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later

revisions are used.

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8.4

8.5

8.6

8.7

8.8

b. For any claims related to this Project, the Consultant’s insurance coverage shall be
primary insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees or voluntccrs shall be in excess of the Consultant’s insurance and shall not
contribute with it.

c. Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless the Consultant has obtained prior approval from the City stating that a
non-conforming insurer is acceptable to the City.

Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which
any insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees
to obtain any endorsement that may be necessary to affect this waiver of subrogation. The
Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City
for all work performed by the Consultant, its employees, agent(s) and subcontractor(s).

Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant
shall furnish the City with original certificates and amendatory endorsements, or copies of any
applicable insurance language making the coverage required by this Agreement effective. All
certificates and endorsements must be received and approved by the City before work commences.
Failure to obtain, submit or secure the City’s approval of the required insurance policies, certificates
or endorsements prior to the City’s agreement that work may commence shall not waive the
Consultant’s obligations to obtain and verify insurance coverage as otherwise provided in this
Section. The City reserves the right to require complete, certified copies of all required insurance
policies, including any endorsements or amendments, required by this Agreement at any time
during the Tcrm stated herein.

Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance
policies, certificates or endorsements shall not be considered a Force Majeure or defense for any
failure by the Consultant to comply with the terms and conditions of the Agreement, including any
schedule for performance or completion of the Project.

Subcontractors. Consultant shall require and shall verify that all subconttactors maintain insurance
meeting all requirements of this Agreement.

Special Risk or Circumstances, The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
or other circumstances unique to the Consultant, the Project or the insurer.

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10.

11.

E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant warrant
their compliance and that of its subconsultants with all federal immigration laws and regulations that relate
to their employees and compliance with the E-verify requirements under A.RS. § 23-214(A). The
Consultant or subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement
and may result in the termination of the Agreement by the City under the terms of this Agreement. The City
retains the legal right to randomly inspect the papers and records of the other party to ensure that the other
party is complying with the above-mentioned warranty. The Consultant and subconsultant warrant to keep
their respective papers and records open for random inspection during normal business hours by the other
party. The parties shall cooperate with the City’s random inspections, including granting the inspecting party
entry tights onto their respective properties to perform the random inspections and waiving their respective
rights to keep such papers and records confidential.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in,
a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

Attestation of PCI Compliance. When applicable, the Consultant will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Consultant with oversight responsibility.

Notices.

12.1 A notice, request or other communication that is required or permitted under this Agreement (each
a “Notice") will be effective only if

The Notice is in writing; and

b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).

c Notice will be deemed to have been deliveted to the person to whom it is addressed as of
the date of receipt, if:

(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier

service; or
(2) As of the next business day after receipt, if received after 5:00 p.m.

d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.

e. Digitalized signatures and copies of signatures will have the same effect as original
signatures.

12.2 Representatives.

a. Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:

Western Towing of Phoenix, Inc
c/o Wesley Graff

P.O. Box 34090

Phoenix, AZ 85067
wesley.graff@roadonewest.com
623-842-6382

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13.

14.

b. City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale

c/o Connie Schneider

5850 W Glendale Ave, Suite 317
Glendale, Arizona 85301

procurement@ylendaleaz.com

Wi i ‘opy to:
City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301
c. Concurrent Notices.
(1) All notices to City's representative must be given concurrently to City Manager
and City Attorney.
(2) A notice will not be deemed to have been received by City's representative until

the time that it has also been received by the City Manager and the City Attorney.

(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
tespective addresses for notices.

d. Changes. Consultant or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.

Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-
profit corporation or other entity whose primary purpose is to own or manage the Project.

Entire Agreement; Survival; Counterparts; Signatures.

14.1

14.2

Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties
regarding the Project or this Agreement.

a. Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.

b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

c. The solicitation, any addendums and the response submitted by the Contractor are
incorporated into this Agreement as if attached hereto. Any Contractor response modifies
the original solicitation as stated. Inconsistencies between the solicitation, any addendums
and the response or any excerpts attached as Exhibit A and this Agreement will be
resolved by the terms and conditions stated in this Agreement.

Interpretation.

a. The parties fairly negotiated the Agreement's provisions to the extent they believed
necessaty and with the legal representation they deemed appropriate.

b. The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.

c. The Agreement will be interpreted in accordance with the laws of the State of Arizona.

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16.

17.

18.

14.3. Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.

14.4 Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties, Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

14.5 Remedies. All rights and remedies provided in this Agreement are curnulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.

14.6 Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.

14.7. Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

Term.

15.1 Renewals. The term of this Agreement commences upon the effective date and continues for a
one (1) year initial period. The City may, at its option and with the approval of the Consultant,
extend the term of this Agreement an additional four (4) years, renewable on an annual basis.
Consultant will be notified in writing by the City of its intent to extend the Agreement period at
least sixty (60) calendar days prior to the expiration of the original or any renewal Agreement
period. Price adjustments will only be reviewed during the Agreement renewal period and will be a
determining factor for any renewal. There ate no automatic renewals of this Agreement.

15.2 Extension for Procurement Process. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be
extended on a month-to-month basis for a maximum of six (6) months to allow for the City to
complete its procurement process to select a vendor to provide the services/materials similar to
those provided under this Agreement. The City will notify the Contractor in writing of its intent to
extend the Agreement at least (60) calendar days prior to the expitation of the Term. Any
extension provided under this subsection will continue under the same terms and conditions as in
effect immediately prior to the expiration of the then-current term.

Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.

Cooperative Use of Contract. This agreement may be extended for use by other governmental agencies
And political subdivisions of the State. Any such usage by other entitics must be in accord with the
ordinances, chatter, rules and regulations of the respective entity and the approval of the Contractor and
City. For a list of SAVE members, click on the following link:

http: //wwa.mesaaz.gov/business/purchasing/save

Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A Project — Scope of Work
Exhibit B Compensation
Exhibit C Vendor Response to RFP 22-27

(Signatures appear on the following page.)

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The parties enter into this Agreement effective as of the date shown above.

City of Glendale,
an Arizona municipal corporation

By:

ATTEST:

Julic K. Bower (SEAL)

City Clerk

APPROVED AS TO FORM:

Michael D. Bailey

City Attorney
Western Towing of Phoenix,
A Delaware corporation

u/
By Yksied (rep
Tes: OpesilasT (sestern bows

il
10/6/2020

EXHIBIT A
Professional Services Agreement

PROJECT - SCOPE OF WORK

Contractor will provide the purchase and delivery of City Fleet Towing and Ploice Directed
Citizen Vehicle Towing services for City of Glendale as defined in EXHIBIT A attached herein.

EXHIBIT A

E . aay el alone’ Procurement Division

X | Solicitation Number: RFP 22-27 / 42200046 5850 West Glendale Avenue,
CITY FLEET TOWING AND POLICE DIRECTED Suite 317

Glendale CITIZEN VEHICLE TOWING Glendale, Arizona 85301

1. INTRODUCTION

1.1 The City of Glendale (City) is soliciting Requests for Proposals from qualified
vendors to establish a multi-year term contract for towing services on an “as
needed” basis.

1.2 The resultant contract will include towing services for abandoned and non-
abandoned vehicles, City of Glendale vehicles that have become disabled, including
the provision of flat tire changing services to City of Glendale vehicles, vehicle
storage and auctioning services. Also included are tows of City of Glendale vehicles
to repair facilities. City vehicles will not be towed to the Contractor's storage yard.
Offers consisting of a rotational process shall not be accepted and will not be
considered.

1.3. Historically, the City has not systematically measured the performance of the towing
services contracts. Staff has dealt with performance issues as they have occurred,
but the City seeks to move to a more consistent cadence of interaction with
contracts based on regularly collected performance data. Therefore, the City is
seeking a contractor with a history of proactive communication, responsiveness,
and ability to track key indicators of performance.

2. OBJECTIVES

2.1 The City of Glendale desires to contract for towing services. The intended contract
will include towing for the various types of City owned or leased fleet equipment. In
addition, the Contract will also include citizen towing, which shall be towing services
for private vehicles requested by the City of Glendale Police Department.

2.2 It is the intent of this solicitation to assist in maintaining the safe condition of City
streets by promptly clearing roadways of accidents, disabled and abandoned
vehicles. This is critical to the safe flow and efficient movement of citizens and their
vehicles; and

2.3 Release police officers from the scene in a timely manner to return to other duties.
This is critical to ensure that officers are available to service and protect Glendale
citizens; and

2.4 Provide citizens with an option for their towing needs.
2.5 A successful partnership with the Contractor will involve the following:
A. Minimal oversight and monitoring by the City. The City seeks a contractor
who can adhere to the specifications set forth in this RFP and use their

expertise, knowledge and capabilities to perform the scope of work
consistently with minimal! oversight and monitoring by the City. The City also

3 rev.
12.11.2020

EXHIBIT A

GS oy ot a Procurement Division

= Solicitation Number: RFP 22-27 / 42200046 | 5850 west Glendale Avenue,
CITY FLEET TOWING AND POLICE DIRECTED Suite 317

Glendale CITIZEN VEHICLE TOWING Glendale, Arizona 85301

seeks a contractor who invests in their staff, have minimal turnover, and
provide regular training to staff in order to continue to perform efficiently and
effectively.

3. SCOPE OF WORK

3.1 The City of Glendale is a thriving and growing city located in the Phoenix
metropolitan area, nine miles northwest of downtown Phoenix. Glendale is located
in the west valley area, an area characterized by flat desert landscapes with outlying
mountain ranges surrounding the area. Glendale is the sixth largest city in Arizona,
and the fifth largest in the Phoenix Metropolitan area in terms of population, with an
estimated 252,381 people.

3.2 The City requires towing services to provide assistance for citizens involved in
accidents, towing abandoned vehicles, vehicles left in the roadways, illegally parked
vehicles, and other law enforcement impoundments. The City also requires flat tire
changing service, vehicle storage, auctioning services when vehicles have been
lawfully impounded and determined to be abandoned by the Arizona Department of
Transportation Motor Vehicle.

3.3 CALL FREQUENCIES The following estimated call frequencies are based on
historical data and are provided for informational purposes only.

A. ESTIMATED NUMBER OF TOWS The City does guarantee that a minimum
number of tows will occur during the term of this contract. Contractors should
be aware that the tow service will be used on an “as needed” basis. The only
assurance the City makes for non-city owned vehicles if that if the citizen does
not request a specific towing service, the Contractor will be called by the GPD.
For City-owned vehicles the selected vendor will be utilized.

B. It is estimated that the following percentage of calls will be made by the GPD:
94% - 15,000 pounds or under gross vehicle weight
5% - Over 15,000 pounds gross vehicle weight, but under 26,000
1% - Over 26,000 pounds gross vehicle weight

i. In addition, it is estimated that approximately 60% of all calls occur
during the night or weekend hours and 40% occur during the business
hours.

C. It is estimated that the following percentage of calls will be made by the City
of Glendale, Fleet Management:
50% -15,000 pounds or under gross vehicle weight
30% - Over 15,000 pounds gross vehicle weight, but under 26,000 pounds
20% - Over 26,000 pounds gross vehicle weight

4 rev.
12.11.2020

EXHIBIT A

ae, City of Glendale CITY OF GLENDALE
P oe
G Solicitation Number: RFP 22-27 / 42200046 | seso West Glendale Avenue,
CITY FLEET TOWING AND POLICE DIRECTED Suite 317
Glendale CITIZEN VEHICLE TOWING Glendale, Arizona 85301
ARIZONA
i. In addition, it is estimated that approximately 95% of all calls occur
during the day hours.
D. Actual experience may vary from these figures and the City does not

guarantee that a minimum number of tows will occur or that they occur in
any ratio when comparing one time versus another.

3.4 TOWING DURATION: Contractor’s towing responsibility continues upon hookup
until one of the following have occurred:
A. The insurance company, customer or customer’s agent takes possession of
the vehicle; or

B. The Contractor is instructed by the insurance company, customer or
customer’s agent to tow the vehicle to another location; or

Cc. Until the Contractor takes title by reason of abandonment.

3.5 VENDOR QUALIFICATIONS

A. Contractor shall be in compliance with all applicable Federal, State, Local,
ANS! and OSHA laws, rules and regulations and all other applicable
regulations.

B. Contractor shall hire, train, supervise all drivers, and be compliant with all

vehicle repair and maintenance of their fleet, in accordance with the laws of
the State of Arizona and rules and regulations of the Department of Public
Safety of the State of Arizona.

C. Contractor, without additional expense to the City, shall be responsible for
obtaining and maintaining any necessary licenses and permits required in
connection with the completion of the requires services herein.

D. Contractor’s drivers shall have a minimum of two (2) consecutive years of
experience working in the capacity of a lead driver. Each driver shall have
current and valid driver’s license class and endorsement as appropriate for
the size and class of vehicle they are operating. Lead Drivers are defined as
those which operate towing vehicles for the Contractor as a sale operator or
as the lead operator when more than one operator is in the towing equipment.

E. The Contractor, their drivers and equipment shall adhere to all rules and
regulations, including, but not limited to; Arizona Revised Statutes, Title 28
and the State of Arizona Department of Public Safety (AZDPS) Tow Truck
Rules and Regulations (see link :

https://www.azdps.gov/sites/default/files/media/Tow_ Truck Regulations.p
df, throughout the term of the Contract including all extension periods.

5 rev.
12.11.2020

EXHIBIT A

. CITY OF GLENDALE
4 City of Glendale Procurement Division

C7 Solicitation Number: RFP 22-27 / 42200046 | 5850 west Glendale Avenue,
CITY FLEET TOWING AND POLICE DIRECTED Suite 317
Glendale CITIZEN VEHICLE TOWING Glendale, Arizona 85301

ARIZONA

F. The Contractor shall have and maintain representation located in the
Glendale/Phoenix Metropolitan area, with the ability and authority to address
all Contract issues that may develop. The Contractor shall assign one (1)
person to deal with the Contract Administrator, for purposes of administering
all aspects of this Contract and all questions relating to this Contract. The
Contractor shall provide the individual’s name and complete contact
information.

G. The Contractor may not subcontract any segment or services covered herein,
without prior approval of the Contract Administrator. All subcontractors used
under the scope of this Contract shall meet all requirements, term and
conditions set forth herein. All subcontracted services shall be warranted by
and be the responsibility of the Contractor. The subcontractor will be required
to maintain their own insurance or be covered under the awarded vendor’s
insurance.

3.6 CONTRACTOR SERVICES

A. Contractor shall furnish all labor, materials, and equipment necessary for the
completion of the scope of work described herein.

B. Contractor must have sufficient personnel and equipment for operation of the
tow service to always ensure full compliance with the terms and conditions of
this Contract.

Cc. Contractor shall provide a complete list of all vehicles (specify capacity),
equipment and supplies they plan to use in the performance of the contract.

i: All equipment used for performance of work under the scope of this
Contract, shall be maintained in a safe operating condition, and shall
comply with all Federal, State, Local, ANSI, and OSHA laws, rules, and
regulations and be legally licensed for this type of work by the State of
Arizona Motor Vehicle Division (AZ MVD).

D. Contractor shall protect and prevent damage to wires, cable, structures,
fences, vehicles, threes, plants and other artifacts. Any damage to public or
private property shall be corrected by repair or replacement by the
Contractor, at the Contractor’s expense, to the satisfaction of the property
owner and/or the Contract Administrator.

E. After award of this RFP, Contractor(s) shall be REQUIRED to participate in a
post award conference for the purpose of ensuring a complete understanding
of the requirements of the contract.

6 Tev.
12.11.2020

EXHIBIT A

G Ciy of Glenda abt

Cy Solicitation Number: RFP 22-27 / 42200046 | saso west Glendale Avenue,
CITY FLEET TOWING AND POLICE DIRECTED Suite 317

Glendale CITIZEN VEHICLE TOWING Glendale, Arizona 85301

F. This is a performance-based, all-inclusive, towing services contract. The City
will require towing services to be performed to the total expectations of the
specifications without regard to number of hours needed to perform the
specifications herein. The City is requiring the Contractor adhere to the
specifications set forth, as a minimum, and performs the requirements with
expertise, knowledge, and capability with minimal monitoring by the City. The
City is the sole judge of said quality and required frequency of services.

3.7 PROVISIONS Title 28 of the Arizona Revised Statues (A.R.S.) is made a part of this
solicitation and any resultant contract (agreement). In addition, Title 13, Chapter 3,
of the Arizona Administrative Code is made a part of this solicitation and any
resultant contract.

3.8 GLENDALE CITY CODE The Glendale City Code Chapter 24, Motor Vehicle and
Traffic, Article 1X Impoundment of Vehicles as it now exists or may be amended,
which authorize the GPD to remove wrecked vehicles from collision scene, vehicles
which constitute a traffic hazard, those vehicles where the driver has been placed
under arrest, those declared abandoned, is made a part of this solicitation and any
resultant contract.

3.9 ORGANIZATIONAL STATUS The resultant contract is not intended to and shall not
constitute, give rise to or otherwise recognize a joint venture, partnership agreement
or any other formal business organization or association of any kind between the
parties and the rights and obligations of the parties shall be only those expressly
stated in the contract. The parties hereby agree that no person supplied by the
Contractor in the performance of this contract shal! be an employee of the City and
further agree that no right of the City’s Civil Service, retirement or personnel rules
shall accrue to such persons. Contractor shall have the total responsibility for all
salaries, wages, bonuses, retirement, withholdings, Workmen’s Compensation and
occupational disease compensation insurance, all unemployment compensation,
other benefits and all taxes and premiums pertinent thereto concerning any
person(s) supplied by the Contractor in the performance of this contract, and
Contractor shall indemnify and hold the City harmless with respect thereto.

3.10 CONTINUATION DURING DISPUTE Contractor and the City hereby agree that,
notwithstanding the existence of any dispute between the parties or any other
provisions of this contract and insofar as is possible under the terms of the contract,
each party shall continue to perform the obligations imposed on it under this
contract during the continuation of any such dispute unless enjoined or prohibited
by any court of competent jurisdiction or the contract is terminated.

3.11 ASSIGNS AND SUBCONTRACTS Proposals submitted with the intention to Sub-
Contract with another towing company, will only be considered if, (1) the number of
Sub-Contractors is limited to one firm; (2) the Contractor identifies Sub-Contractor;
(3) the Contractor(s) listed Sub-Contractor is not listed by any other Contractor(s);

7 rev.
12.11.2020

EXHIBIT A

G City'of Glendale Procurement Division

Ke | Solicitation Number: RFP 22-27 / 42200046 5850 West Glendale Avenue,
CITY FLEET TOWING AND POLICE DIRECTED Suite 317

Glendale CITIZEN VEHICLE TOWING Glendale, Arizona 85301

and, (4) all drivers the Sub-Contractor intends to use/supply are certified by the Sub-
Contractor to be employees (not independent Contractors) of the Sub-Contractor.

A. Subcontract for towing equipment and services shall include all the terms and
conditions set forth herein which shall apply with equal force to the Sub-
Contractor, as if the Sub-Contractor were the City’s Contractor. Contractor is
ultimately responsible for contract performance and compliance, whether or
not a Sub-Contractor is used.

B. If Contractor submits a proposal as a joint venture, the joint venture
agreement itself is not considered to be a contract/Sub-Contractor
arrangement. There shall be no assignment, subletting, or transfer of the
interests of the Contractor in any of the work covered by this Contract without
the written consent of the City of Glendale. In the event the City gives such
consent, the terms and conditions of this contract shall apply to and bind the
party or parties to whom such work is consigned, sublet or transferred.

Cc. Any attempted assignment, subletting or transfer of the interests of the
Contractor either in whole or in part, without such consent, shall be null and
void and in such event, the City will have the right to immediately terminate
this contract for default.

3.12 CONTRACTOR'S POLICIES AND PROCEDURES Contractor shall provide its

company policies and procedures for receiving and resolving complaints from City
Contract Administrator or designee. Provide the name, qualifications, and contact
information for the person(s) responsible for receiving and resolving complaints. No
changes to such policies and procedures are allowed without the written consent of
the Contract Administrator or designee. Include samples of any informational
materials the firm would use. Describe the procedures for monitoring employee
adherence to procedures, whether new or established. Provide a draft sample of any
informational handout that will be provided, per the Scope of Services.

3.13 QUALITY ASSURANCE A City Contract Administrator or designee will be assigned
to work with Contractor as to the progress of the work, the manner in which it is
being performed, and also to report whenever it appears that material furnished and
work performed by Contractor fails to fulfill the requirements of the proposal and
the contract. The City Contract Administrator or designee may direct the attention
of the Contractor to such failure or infringement, but such inspection shall not relieve
the Contractor from any obligation to furnish acceptable service or to provide
complete performance that is satisfactory.

3.14 BILLING AND PAYMENTS The Contractor is to have sufficient equipment and
personne! at the storage lot to promptly complete the invoicing and payment process
and release, the vehicle. Contract shall maintain business hours as outlined under
herein. This must be accomplished at the owner’s, insurance companies or owner’s

8 rev.
12.11.2020

EXHIBITA

aie City of Glendale Procureaiant Diepied
( Cj Solicitation Number: RFP 22-27 / 42200046 =| 5850 west Glendale Avenue,
CITY FLEET TOWING AND POLICE DIRECTED Suite 317
Glendale CITIZEN VEHICLE TOWING Glendale, Arizona 85301

agents’ initial appearance to claim the vehicle, with appropriate documentation for
release.

A. Fees for services provided under this contract will be paid directly to the
Contractor by the individual(s) who own or are otherwise responsible for the
towed vehicle. The City will not be responsible for non-payment of bills
tendered to persons other than the City, included individual(s) involved in the
collision(s) or owners of abandoned vehicles. For the citizen's convenience,
the Contractor must accept cash and credit card as methods of payment.

B. Prices for the towing of impound vehicles requiring the Contractor to tow to
a City-owned storage area, or disabled City vehicles, or flat tire repair or tows
to a repair facility shall be paid to the Contractor by the City. The Contractor
shall submit invoice to the GPD Contract Administrator for impounds.

C. Invoices for City-owned vehicles shall be submitted to the Fleet Management,
at 6210 West Myrtle Ave. Glendale, AZ 85301. Invoices must include
information as outlined herein.

D. The Incident Report (IR) Number shall be written or printed on every invoice
prepared by the Contractor for all tows provided under this contract. A IR
number is not required for towing of disabled city vehicles, flat tire repairs or
tows to a repair facility.

3.15 NOTICE OF PRICE Notice to persons receiving towing and storage service under this
contract will be provided in two ways:
A. TRACKING DATABASE

A. CITY
The Police Officer and collision investigator may deliver to the person in
charge of the vehicle, a copy of the prices authorized in this contract.

B. CONTRACTOR

i. INVOICE

An invoice listing separately all services performed and their individual
cost, is to be signed by customer and a copy issued when vehicle is
released. The service fees appearing on the invoice are to be described
and priced in the same manner as they appear on the proposal’s price
schedule. Customer is to sign and receive a copy of the invoice and
receive a copy of the “City of Glendale, Contract Price List” form when
invoiced. Customer is to receive only one invoice for all charges.

9 rev.
12.11.2020

EXHIBIT A

-~— City of Glendale Procurement Division
© Solicitation Number: RFP 22-27 / 42200046 5850 West Glendale Avenue,
CITY FLEET TOWING AND POLICE DIRECTED Suite 317
Glendale CITIZEN VEHICLE TOWING Glendale, Arizona 85301

ii. The invoice is to include the following statement: “All prices for towing
and storage are regulated by an Agreement with the City and are not
to exceed these stated amounts or include any additional costs not on
this listing. The listed fees are the only allowable charges under the
Agreement. The Agreement covers all towing services beginning from
dispatch, towing, storage and ending at the physical release of the
vehicle from the storage lot.”

The invoice is also to include:

e Date and time vehicle is released;

¢ Name of towing firm to which vehicle is released from the storage
lot;

e Name of insurance company the towing firm is contracted by,
towing or responsible party;

e DR Number.

iii. CONTRACT PRICE LIST
A listing of all towing and service prices as contracted shall be issued
to the customer at pick-up and a copy issued when invoiced, at time
of vehicle release from storage lot. A copy of the signed listing shall
be maintained in the customer record file with the invoice.

3.16 EXTRAORDINARY SITUATIONS Extraordinary situations shall be defined as burned
vehicles, mountainside vehicles, vehicles in lakes, canals, or pools, or vehicles in
desert areas requiring a four-wheel drive tow truck or special equipment. Burned
vehicles are described as vehicles burned beyond the engine compartment, and/or
with at least three (3) tires lost as a result of the fire. Extraordinary situations
charges shall be pro-rated in fifteen (15) minute increments and shall only
encompass the time spent on recovery of the vehicle to a towable position. In the
event of an extraordinary situation, Contractor shall document their invoice
describing the situation in sufficient detail. The GPD Towing Contact Administrator,
or designee, shall have sole discretion in determining extraordinary situations, for
each individual vehicle.

3.17 CONTRACTOR’S EMPLOYEES Contractor shall have available throughout the term
of the contract sufficiently trained and qualified personnel for the operation of the
required tow trucks, office, and dispatching functions, as specified at the time of
proposal submission.

A. Contractor shall staff their vehicle storage facility with qualified staff during
normal business hours 8:00 a.m.-5:00 p.m. Monday-Friday and 8:00 a.m.-
noon Saturday, except for the following holidays: New Year’s Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas Day for the
purpose of vehicle release or appraisal.

10 rev,
12.11.2020