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City Clerk Document No.
City Council Meeting Date:
CITY OF CHANDLER SERVICES AGREEMENT
POLICE TOWING
CITY OF CHANDLER AGREEMENT NO. PD5-968-4833
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and ACT Towing, INC dba All City Towing, (Contractor), (City
and Contractor may individually be referred to as Party and collectively referred to as Parties) and
made
, 2024 (Effective Date).
RECITALS
A. City proposes to provide towing services as more fully described in Exhibit A, which is attached
to and made a part of this Agreement by this reference.
B. Contractor is ready, willing, and able to provide the services described in Exhibit A for the
compensation and fees set forth and as described in Exhibit B, which is attached to and made a part
of this Agreement by this reference.
C. City desires to contract with the Contractor to provide these services under the terms and
conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:
SECTION I: DEFINITIONS
For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
Contractor means the individual, partnership, or corporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement
SECTION II: CONTRACTOR’S SERVICES
Contractor must perform the services described in Exhibit A to the City’s satisfaction within the
terms and conditions of this Agreement and within the care and skill that a person who provides
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similar services in Chandler, Arizona exercises under similar conditions. All work or services
furnished by Contractor under this Agreement must be performed in a skilled and workmanlike
manner. Unless authorized by the City in writing, all fixtures, furnishings, and equipment furnished
by Contractor as part of the work or services under this Agreement must be new, or the latest
model, and of the most suitable grade and quality for the intended purpose of the work or service.
SECTION III: PERIOD OF SERVICE
Contractor must perform the services described in Exhibit A for the term of this Agreement.
The term of the Agreement is two (2) year (s), and begins on January 1, 2025 and ends on December
31, 2026 unless sooner terminated in accordance with the provisions of this Agreement. The City
and the Contractor may mutually agree to extend the Agreement for up to 2 additional terms of two
(2) year (s) each, or portions thereof. The City reserves the right, at its sole discretion, to extend the
Agreement for up to 60 days beyond the expiration of any extension term.
SECTION lV: PAYMENT OF COMPENSATION AND FEES
4.1 Unless amended in writing by the Parties, Contractor's compensation and fees as more fully
described in Exhibit B for performance of the services approved and accepted by the City.
Contractor must submit requests for payment for services approved and accepted during the
previous billing period and must include, as applicable, detailed invoices and receipts, a narrative
description of the tasks accomplished during the billing period, a list of any deliverables submitted,
and any subcontractor’s or supplier’s actual requests for payment plus similar narrative and listing
of their work. Payment for those services negotiated as a lump sum will be made in accordance with
the percentage of the work completed during the preceding billing period. Services negotiated as a
not-to-exceed fee will be paid in accordance with the work completed on the service during the
preceding month. All requests for payment must be submitted to the City for review and approval.
The City will make payment for approved and accepted services within 30 days of the City’s receipt
of the request for payment.
4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all applicable
state and local transaction privilege taxes. To the extent any state and local transaction privilege
taxes apply to sales made under the terms of this Agreement, it is the responsibility of the
Contractor to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.
4.3 Tax Indemnification. The Contractor and all subcontractors will pay all Federal, state, and local
taxes applicable to its operation and any persons employed by the Contractor. The Contractor will
and require all subcontractors to hold the City harmless from any responsibility for taxes, damages,
and interest, if applicable, contributions required under Federal, state, and local laws and
regulations and any other costs including transaction privilege taxes, unemployment compensation
insurance, Social Security, and Worker’s Compensation.
4.4 All prices offered herein shall be firm against any increase for the initial term of the Agreement.
Prior to commencement of subsequent renewal terms, the City may approve a fully documented
request for a price adjustment. The City shall determine whether any requested price increases for
extension terms is acceptable to the City. If the City approves the price increase, the price shall
remain firm for the renewal term for which it was requested. If a price increase is agreed upon by
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the Parties a written Agreement Amendment shall be approved and executed by the Parties.
SECTION V: GENERAL CONDITIONS
5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the services under
this Agreement. The City, its authorized representative, or any federal agency, reserves the right to
audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data,
including data used to negotiate this Agreement and any amendments. The City reserves the right
to decrease the total amount of Agreement price or payments made under this Agreement or
request reimbursement from the Contractor following final contract payment on this Agreement if,
upon audit of the Contractor's records, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all
of its contracts with subcontractors providing services under the Agreement Documents to ensure
that the City, its authorized representative, or the appropriate federal agency, has access to the
subcontractors’ records to verify the accuracy of all cost and pricing data. The City reserves the right
to decrease Contract price or payments made on this Agreement or request reimbursement from
the Contractor following final payment on this Agreement if the above provision is not included in
subcontractor agreements, and one or more subcontractors refuse to allow the City to audit their
records to verify the accuracy and appropriateness of all cost and pricing data. If, following an audit
of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the
Contractor will be liable for reimbursement of the reasonable, actual cost of the audit.
5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a
substantial change in this Agreement, thereby materially increasing or decreasing the scope of
services, cost of performance, or Project schedule, the work will be performed as directed by the
City. However, before any modified work is started, a written amendment must be approved and
executed by the City and the Contractor. Such amendment must not be effective until approved by
the City. Additions to, modifications, or deletions from this Agreement as provided herein may be
made, and the compensation to be paid to the Contractor may accordingly be adjusted by mutual
agreement of the Parties. It is distinctly understood and agreed that no claim for extra work done
or materials furnished by the Contractor will be allowed by the City except as provided herein, nor
must the Contractor do any work or furnish any materials not covered by this Agreement unless
such work is first authorized in writing. Any such work or materials furnished by the Contractor
without prior written authorization will be at Contractor's own risk, cost, and expense, and
Contractor hereby agrees that without written authorization Contractor will make no claim for
compensation for such work or materials furnished.
5.3 Termination for Convenience. The City and the Contractor hereby agree to the full
performance of the covenants contained herein, except that the City reserves the right, at its
discretion and without cause, to terminate or abandon any service provided for in this
Agreement, or abandon any portion of the Project for which services have been performed by
the Contractor. In the event the City abandons or suspends the services, or any part of the
services as provided in this Agreement, the City will notify the Contractor in writing and
immediately after receiving such notice, the Contractor must discontinue advancing the work
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specified under this Agreement. Upon such termination, abandonment, or suspension, the
Contractor must deliver to the City all drawings, plans, specifications, special provisions,
estimates and other work entirely or partially completed, together with all unused materials
supplied by the City. The Contractor must appraise the work Contractor has completed and
submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's
work to appraise the work completed. The Contractor will receive compensation in full for
services performed to the date of such termination. The fee shall be paid in accordance with
Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If
there is no mutual agreement on payment, the final determination will be made in accordance
with the Disputes provision in this Agreement. However, in no event may the payment exceed
the payment set forth in this Agreement nor as amended in accordance with Alteration in
Character of Work. The City will make the final payment within 60 days after the Contractor has
delivered the last of the partially completed items and the Parties agree on the final payment.
If the City is found to have improperly terminated the Agreement for cause or default, the
termination will be converted to a termination for convenience in accordance with the
provisions of this Agreement.
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence
of any one or more of the following events: in the event that (a) the Contractor fails to perform
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c)
the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is
appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement
has been so terminated by City, the termination will not affect any rights of City against Contractor
then existing or which may thereafter accrue.
5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold
harmless the City and its officers, officials, agents and employees (lndemnitee) from any and
all claims, actions, liabilities, damages, losses or expenses (including court costs, attorneys' fees
and costs of claim processing, investigation and litigation) (Claims) caused or alleged to be
caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or omissions of
the Contractor or any of its owners, officers, directors, agents, employees, or subcontractors in
connection with this Agreement. This indemnity includes any claim or amount arising out of or
recovered under workers' compensation law or on account of the failure of the Contractor to
conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.
The Contractor must indemnify lndemnitee from and against any and all Claims, except those
arising solely from lndemnitee's own negligent or willful acts or omissions. The Contractor is
responsible for primary loss investigation, defense and judgment costs where this
indemnification applies. In consideration of the award of this Agreement, the Contractor agrees
to waive all rights of subrogation against lndemnitee for losses arising from or related to this
Agreement. The obligations of the Contractor under this provision survive the termination or
expiration of this Agreement.
5.6 Insurance Requirements. Contractor must procure insurance under the terms and
conditions and for the amounts of coverage set forth in Exhibit C against claims that may arise
from or relate to performance of the work under this Agreement by Contractor and its agents,
representatives, employees, and subcontractors. Contractor and any subcontractors must
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maintain this insurance until all of their obligations have been discharged, including any
warranty periods under this Agreement. These insurance requirements are minimum
requirements for this Agreement and in no way limit the indemnity covenants contained in this
Agreement. The City in no way warrants that the minimum limits stated in Exhibit C are
sufficient to protect the Contractor from liabilities that might arise out of the performance of
the work under this Agreement by the Contractor, the Contractor’s agents, representatives,
employees, or subcontractors. Contractor is free to purchase such additional insurance as may
be determined necessary.
5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such
other duly executed documents as may be reasonably requested by the City to implement the
intent of this Agreement.
5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and
will be deemed to have been duly given and received either (a) on the date of service if
personally served on the party to whom notice is to be given, or (b) on the date notice is sent if
by electronic mail, or (c) on the third day after the date of the postmark of deposit by first class
United States mail, registered or certified, postage prepaid and properly addressed as follows:
For the City
For the Contractor
Name: Purchasing Division Name: Jeffrey Dunn
Title: Purchasing Officer
Title: General Manager
Address: 175 S. Arizona Ave Address: 2031 W. 1st Street
Chandler, AZ 85225 Tempe, Arizona 85281
Phone: 480-782-2400 Phone: 480-833-7287
Email: purchasing@chandleraz.gov
Email: jdunn@allcitytowing.com
5.9 Successors and Assigns. City and Contractor each bind itself, its partners, successors,
assigns, and legal representatives to the other party to this Agreement and to the partners,
successors, assigns, and legal representatives of such other party in respect to all covenants of
this Agreement. Neither the City nor the Contractor may assign, sublet, or transfer its interest
in this Agreement without the written consent of the other party. In no event may any
contractual relation be created between any third party and the City.
5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties
required not disposed of by agreement between the Contractor and the City, the final
determination at the administrative level will be made by the City Purchasing and Materials
Manager.
5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for
the completeness and accuracy of Contractor's services, data, and other work prepared or
compiled under Contractor's obligation under this Agreement and must correct, at Contractor's
expense, all willful or negligent errors, omissions, or acts that may be discovered. The fact that
the City has accepted or approved the Contractor's work will in no way relieve the Contractor
of any of Contractor's responsibilities.
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5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's
payments up to the amount equal to the claims the City may have against the Contractor until
such time that a settlement on those claims has been reached.
5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes
(A.R.S.).
5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to direct
the Contractor as to the details of accomplishing the work or to exercise a measure of control
over the work means that the Contractor must follow the wishes of the City as to the results of
the work only. These results must comply with all applicable laws and ordinances.
5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in performing services prescribed in
the Agreement. The City may acknowledge its acceptance of such personnel to perform
services under this Agreement. At any time hereafter that the Contractor desires to change key
personnel while performing under the Agreement, the Contractor must submit the
qualifications of the new personnel to the City for prior approval. The Contractor will maintain
an adequate and competent staff of qualified persons, as may be determined by the City,
throughout the performance of this Agreement to ensure acceptable and timely completion of
the Scope of Services. If the City objects, with reasonable cause, to any of the Contractor's staff,
the Contractor must take prompt corrective action acceptable to the City and, if required,
remove such personnel from the Project and replace with new personnel agreed to by the City.
5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for
approval the names of subcontractors to be used under this Agreement. Any subsequent
changes are subject to the City’s written prior approval.
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
required under this Agreement by reason of acts of God or other cause beyond the control and
without fault of the Party (financial inability excepted), performance of that act may be excused,
but only for the period of the delay, if the Party provides written notice to the other Party within
ten days of such act. The time for performance of the act may be extended for a period
equivalent to the period of delay from the date written notice is received by the other Party.
5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply with
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the
Drug Free Workplace Act of 1989. All services performed by Contractor must also comply with
all applicable City of Chandler codes, ordinances, and requirements. Contractor agrees to
permit the City to verify Contractor’s compliance.
5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is
not currently engaged in, and agrees for the duration of the Agreement, not to engage in a
boycott of Israel as defined by state statute.
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5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract
to any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A).
Therefore, Contractor agrees Contractor and each subcontractor it uses warrants their
compliance with all federal immigration laws and regulations that relate to their employees
and their compliance with§ 23-214, subsection A. A breach of this warranty will be deemed a
material breach of the Agreement and may be subject to penalties up to and including
termination of the Agreement. City retains the legal right to inspect the papers of any
Contractor’s or subcontractor’s employee who provides services under this Agreement to
ensure that the Contractor and subcontractors comply with the warranty under this provision.
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding
a contract to any natural person who cannot establish that such person is lawfully present in
the United States. To establish lawful presence, a person must produce qualifying identification
and sign a City-provided affidavit affirming that the identification provided is genuine. This
requirement will be imposed at the time of contract award. This requirement does not apply
to business organizations such as corporations, partnerships, or limited liability companies.
5.22 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor
certifies and agrees Contractor does not currently use and will not use for the term of this
Agreement: (i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China.
5.23 Covenant Against Contingent Fees. Contractor warrants that no person has been
employed or retained to solicit or secure this Agreement upon an agreement or understanding
for a commission, percentage, brokerage, or contingent fee, and that no member of the
Chandler City Council, or any City employee has any interest, financially, or otherwise, in
Contractor’s firm. For breach or violation of this warrant, the City may annul this Agreement
without liability or, at its discretion, to deduct from the Agreement price or consideration, the
full amount of such commission, percentage, brokerage, or contingent fee.
5.24 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must
not be construed to be a waiver of such provisions, nor must it affect the validity of this
Agreement or any part thereof, or the right of either Party to thereafter enforce each and every
provision.
5.25 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this
Section, of any work or services performed by the Contractor for third parties that may involve
or be associated with any real property or personal property owned or leased by the City. Such
notice must be given seven business days prior to commencement of the services by the
Contractor for a third party, or seven business days prior to an adverse action as defined below.
Written notice and disclosure must be sent to the City’s Purchasing and Materials Manager. An
adverse action under this Agreement includes, but is not limited to: (a) using data as defined in
the Agreement acquired in connection with this Agreement to assist a third party in pursuing
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administrative or judicial action against the City; or (b) testifying or providing evidence on behalf
of any person in connection with an administrative or judicial action against the City; or (c) using
data to produce income for the Contractor or its employees independently of performing the
services under this Agreement, without the prior written consent of the City. Contractor
represents that except for those persons, entities, and projects identified to the City, the
services performed by the Contractor under this Agreement are not expected to create an
interest with any person, entity, or third party project that is or may be adverse to the City’s
interests. Contractor's failure to provide a written notice and disclosure of the information as
set forth in this Section constitute a material breach of this Agreement.
5.26 Data Confidentiality and Data Security. As used in the Agreement, data means all
information, whether written or verbal, including plans, photographs, studies, investigations, audits,
analyses, samples, reports, calculations, internal memos, meeting minutes, data field notes, work
product, proposals, correspondence and any other similar documents or information prepared by,
obtained by, or transmitted to the Contractor or its subcontractors in the performance of this
Agreement. The Parties agree that all data, regardless of form, including originals, images, and
reproductions, prepared by, obtained by, or transmitted to the Contractor or its subcontractors in
connection with the Contractor's or its subcontractor’s performance of this Agreement is
confidential and proprietary information belonging to the City. Except as specifically provided in this
Agreement, Contractor or its subcontractors must not divulge data to any third party without the
City’s prior written consent. Contractor or its subcontractors must not use the data for any purposes
except to perform the services required under this Agreement. These prohibitions do not apply to
the following data provided to the Contractor or its subcontractors have first given the required
notice to the City: (a) data which was known to the Contractor or its subcontractors prior to its
performance under this Agreement unless such data was acquired in connection with work
performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its
performance under this Agreement and which was disclosed to the Contractor or its subcontractors
by a third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had
the legal right to make such disclosure and the Contractor or its subcontractors are not otherwise
required to hold such data in confidence; or (c) data which is required to be disclosed by virtue of
law, regulation, or court order, to which the Contractor or its subcontractors are subject. In the event
the Contractor or its subcontractors are required or requested to disclose data to a third party, or
any other information to which the Contractor or its subcontractors became privy as a result of any
other contract with the City, the Contractor must first notify the City as set forth in this Section of
the request or demand for the data. The Contractor or its subcontractors must give the City
sufficient facts so that the City can be given an opportunity to first give its consent or take such
action that the City may deem appropriate to protect such data or other information from
disclosure. Unless prohibited by law, within ten calendar days after completion or termination of
services under this Agreement, the Contractor or its subcontractors must promptly deliver, as set
forth in this Section, a copy of all data to the City. All data must continue to be subject to the
confidentiality agreements of this Agreement. Contractor or its subcontractors assume all liability
to maintain the confidentiality of the data in its possession and agrees to compensate the City if any
of the provisions of this Section are violated by the Contractor, its employees, agents or
subcontractors. Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this
Section must be deemed to cause irreparable harm that justifies injunctive relief in court. Contractor
agrees that the requirements of this Section must be incorporated into all subcontracts entered
into by Contractor. A violation of this Section may result in immediate termination of this Agreement
without notice.
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5.27 Personal Identifying Information-Data Security. Personal identifying information, financial
account information, or restricted City information, whether electronic format or hard copy,
must be secured and protected at all times by Contractor and any of its subcontractors. At a
minimum, Contractor must encrypt or password-protect electronic files. This includes data
saved to laptop computers, computerized devices, or removable storage devices. When
personal identifying information, financial account information, or restricted City information,
regardless of its format, is no longer necessary, the information must be redacted or destroyed
through appropriate and secure methods that ensure the information cannot be viewed,
accessed, or reconstructed. In the event that data collected or obtained by Contractor or its
subcontractors in connection with this Agreement is believed to have been compromised,
Contractor or its subcontractors must immediately notify the City contact. Contractor agrees
to reimburse the City for any costs incurred by the City to investigate potential breaches of this
data and, where applicable, the cost of notifying individuals who may be impacted by the
breach. Contractor agrees that the requirements of this Section must be incorporated into all
subcontracts entered into by Contractor. It is further agreed that a violation of this Section must
be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this
Section may result in immediate termination of this Agreement without notice. The obligations
of Contractor or its subcontractors under this Section must survive the termination of this
Agreement.
5.28 Jurisdiction and Venue. This Agreement is made under, and must be construed in
accordance with and governed by the laws of the State of Arizona without regard to the
conflicts or choice of law provisions thereof. Any action to enforce any provision of this
Agreement or to obtain any remedy with respect hereto must be brought in the courts located
in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and irrevocably
consents to the jurisdiction and venue of such court.
5.29 Survival. All warranties, representations, and indemnifications by the Contractor must
survive the completion or termination of this Agreement.
5.30 Modification. Except as expressly provided herein to the contrary, no supplement,
modification, or amendment of any term of this Agreement will be deemed binding or effective
unless in writing and signed by the Parties.
5.31 Severability. If any provision of this Agreement or the application to any person or
circumstance may be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement and the application will not be affected and will be enforceable to the fullest extent
permitted by law.
5.32 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject matter
is merged and superseded.
5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this
Agreement is hereby expressly made of the essence.
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5.34 Date of Performance. If the date of performance of any obligation or the last day of any
time period provided for should fall on a Saturday, Sunday, or holiday for the City, the
obligation will be due and owing, and the time period will expire, on the first day after which is
not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this
Agreement, any performance provided for herein will be timely made if completed no later
than 5:00 p.m. (Chandler time) on the day of performance.
5.35 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the
specified destinations. The Contractor will retain title and control of all goods until they are
delivered and accepted by the City. All risk of transportation and all related charges will be the
responsibility of the Contractor. All claims for visible or concealed damage will be filed by the
Contractor. The City will notify the Contractor promptly of any damaged goods and will assist
the Contractor in arranging for inspection.
5.36 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights
or benefits in the Agreement to anyone other than the City and the Contractor, and all duties
and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of City and the Contractor and not for the benefit of any other party.
5.37 Conflict in Language. All work performed must conform to all applicable City of Chandler
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in
interpretation between provisions in this Agreement and those in the Exhibits, the provisions
in this Agreement prevail.
5.38 Document/Information Release. Documents and materials released to the Contractor,
which are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the services
under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication
in any manner is prohibited without the City’s prior written approval. The document/material
must be kept secure at all times. This directive applies to all City documents, whether in
photographic, printed, or electronic data format.
5.39 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:
Exhibit A - Project Description/Scope of Services
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions
5.40 Special Conditions. As part of the services Contractor provides under this Agreement,
Contractor agrees to comply with and fully perform the special terms and conditions set forth
in Exhibit D, which is attached to and made a part of this Agreement.
5.41 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of
the Contractor, this Agreement may be extended for use by other municipalities, school
districts and government agencies of the State. Any such usage by other entities must be in
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accordance with the ordinance, charter and/or procurement rules and regulations of the
respective political entity.
If required to provide services on a school district property at least five times during a month,
the Contractor will submit a full set of fingerprints to the school of each person or employee
who may provide such service. The District will conduct a fingerprint check in accordance with
A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their
employees for which fingerprints are submitted to the District. Additionally, the Contractor will
comply with the governing body fingerprinting policies of each individual school district/public
entity. The Contractor, sub-contractors, vendors and their employees will not provide services
on school district properties until authorized by the District.
Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City will not be responsible for any disputes arising out of transactions made by
other agencies who utilize this Agreement.
5.42 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all
applicable City, state, and federal non-discrimination and anti-harassment laws, rules, and
regulations.
5.43 Licenses and Permits. Beginning with the Effective Date and for the full term of this
Agreement, Contractor must maintain all applicable City, state, and federal licenses and
permits required to fully perform Contractor’s services under this Agreement.
5.44 Warranties. Contractor must furnish a one-year warranty on all work and services
performed under this Agreement. Contractor must furnish, or cause to be furnished, a two-
year warranty on all fixtures, furnishings, and equipment furnished by Contractor,
subcontractors, or suppliers under this Agreement. Any defects in design, workmanship, or
materials that do not comply with this Agreement must be corrected by Contractor (including,
but not limited to, all parts and labor) at Contractor’s sole cost and expense. All written
warranties and redlines for as-built conditions must be delivered to the City on or before the
City’s final acceptance of Contractor’s services under this Agreement.
5.45 Emergency Purchases. City reserves the rights to purchase from other sources those
items, which are required on an emergency basis and cannot be supplied immediately by the
Contractor.
5.46 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of
Chandler. The City reserves the right to obtain like goods or services from another source when
necessary.
5.47 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date
and continue in full force and effect until it is terminated or expires in accordance with the
provisions of this Agreement. The Parties recognize that the continuation of this Agreement after
the close of the City's fiscal year, which ends on June 30 of each year, is subject to the City Council's
approval of a budget that includes an appropriation for this item as expenditure. The City does not
represent that this budget item will be actually adopted. This determination is solely made by the
City Council at the time Council adopts the budget.
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This Agreement shall be in full force and effect only when it has been approved and executed by the
duly authorized City officials.
FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: Mayor
.
Its: _________________________________________
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
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EXHIBIT A TO AGREEMENT
SCOPE OF WORK
1.
SCOPE OF WORK. CONTRACTOR shall provide vehicle towing, storage and impounding services for
all vehicles when so requested by the City of Chandler. Many of the vehicles to be towed will have become
disabled due to motor vehicle accidents. There will also be a number of service calls relating to stolen vehicle
recoveries, the arrest of the vehicle driver, abandoned vehicles, vehicles required for evidentiary purposes
and others. The CONTRACTOR shall be available twenty-four (24) hours a day every day of the year to provide
service pursuant to this AGREEMENT.
2.1.
No guarantee of volume of work. Estimated volume based on historical information ranges from
approximately 400 to 500 vehicles per month. This figure is an estimate only. CITY makes no guarantees
regarding actual volume to be expected under the Contract.
2.2.
Response Time. Except for off road or out of City limits vehicle recoveries CONTRACTOR shall respond,
with the proper equipment to the subject location within 30 minutes after receiving CITY'S request for service.
The CONTRACTOR must respond to a minimum of 95 percent of the calls referred within the 30-minute period.
2.3.
Site Cleanup. The CONTRACTOR shall promptly and thoroughly clean up debris at the scene of
accidents, including all vehicle parts and any other matter left in the roadway as a result of the accident. All
clean up shall be to the satisfaction of any officer on scene.
2.4.
Release of Vehicles. Prior to releasing any vehicle, CONTRACTOR shall require the person or company
requesting possession to present a copy of a picture identification verifying ownership of the vehicle as
indicated on the police report. An agent of the owner must also present a written statement authorizing the
release, with a notarized signature of the vehicle owner and picture ID of the agent. If the owner is
incapacitated, the written authorization from the owner’s adult next of kin may be substituted for the
notarized signature of the vehicle owner. The contractor will accept release documentation by Fax, mail or
hand delivery. If requested by CITY, CONTRACTOR shall verify the presence of an ignition interlock or other
device. Release of vehicles to insurance companies shall be in accordance with ARS 28-4847 Insurance
Companies; release; fees and definition.
2.5.
Early Release of Impounded Vehicles. For vehicles ordered impounded by the City Police Officer at
the scene, in accordance with ARS 28-3511 et seq, CONTRACTOR shall not release the vehicle prior to the
expiration of the 20-day impound period without permission from the Chandler Police Legal Unit. If
requested by CITY, CONTRACTOR shall verify the presence of an ignition interlock or other device.
2.6.
Release of Personal Property. Upon presentation of a picture identification verifying ownership
of the vehicle or written notarized authorization from the owner and picture identification of the agent if
the property is being sought by an agent of the owner, CONTRACTOR shall allow vehicle owners or their
agents access to the vehicle to recover personal property from the vehicle (allow them to enter the yard,
walk to their vehicle and physically remove items themselves) at any time during normal business hours
and shall not require payment of any fee or charge prior to or as a condition of such release. If the owner
is incapacitated, the written authorization from the owner’s adult next of kin may be substituted for the
notarized signature of the vehicle owner.
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2.7.
Timely Release Of Vehicles. CONTRACTOR shall make vehicle available to owner or owners agent
within a reasonable time (not more than 30minutes) from the time the owner or owner’s agent arrives at
storage facility during the time specified in section 3.3.7 Storage Lot Availability.
2.8.
No Other Conditions of Release. Except as listed herein or as required by law, CONTRACTOR shall
not require any other documentation as a condition of or prior to release of vehicles or personal property nor
impose any other requirements to prevent owners or their agents from obtaining possession of their vehicle
or personal property.
2.9.
Use of Another Tow Service. CONTRACTOR agrees and understands that requests by motorists for
another tow service will be honored if the officer determines that the request is reasonable. The purpose of
this contract is to provide towing service for those motorists who do not have a specific request for another
tow service, or are incapable of making such a request due to injuries or for other reasons.
2.10. Expansion of Boundaries. City boundaries may expand during the period of the contract due to
annexations by the City of Chandler. If annexations occur CONTRACTOR shall provide tow services to the
annexed area for the term of the contract under the same terms and conditions as set forth in the Agreement.
CITY may occasionally request service outside the City limits for stolen vehicle recoveries or other reasons.
When such service is requested, CONTRACTOR is permitted to add the "per mile" rate for the distance from
the recovery site and back to the City limits.
2.11. Future Technology: Ability and willingness to work with the City of Chandler on technology
improvements, to include, but not limited to direct tow request form a web based platform to improve
efficiencies and allow the City to provide a better service to the community.
3. REQUIRED EQUIPMENT, PERSONNEL AND FACILITIES
3.1.
Equipment. The tow trucks shall have current inspection and certification by the Arizona Department
of Public Safety and shall maintain the certification throughout the term of the Contract. CONTRACTOR must
be capable of responding and providing service for any vehicle up to a maximum gross vehicle weight of
25,000 pounds.
3.1.1 Minimum Equipment Requirements. CONTRACTOR will be required to have a minimum of
six (6) tow vehicles, one of which must be capable of towing a vehicle up to 25,000 GVW. The tow
trucks shall be equipped with the proper complement of dollies, chains, slings, bumpers and other
equipment necessary to prevent damage to towed vehicles. Tow trucks shall also be equipped with
brooms, shovels, oil absorbent material, and other necessary equipment to clean up the site after
removal of the vehicles. CONTRACTOR will be required to add equipment if necessary to meet the
terms of the AGREEMENT.
3.1.2 Substitute Equipment Requirements. If any of CONTRACTOR'S equipment is out of service,
CONTRACTOR shall be responsible for acquiring substitute equipment sufficient to provide timely
service on demand under this Contract. Such substitute equipment shall be considered CONTRACTOR'S
equipment for the purposes of this Agreement and be operated by personnel of CONTRACTOR.
3.1.3
Truck Identification. Tow trucks shall have CONTRACTOR's name and telephone number and
comply with applicable law regarding truck identification as the law may be amended.
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3.1.4
Communications Equipment Requirements. CONTRACTOR shall have the ability to
communicate with drivers via radio, mobile telephone, or other like equipment, so that the City of
Chandler Police Department Communications Section will have the ability to pass on information to the
driver through CONTRACTOR'S dispatch center as the driver responds to a call. CONTRACTOR must be
available by phone to the police department 24 hours a day, 7 days a week. CONTRACTOR shall have a
telephone answering machine, or voice mail, to receive customer phone calls when the business office
is vacant and for calls received outside of normal business hours.
3.1.5
CONTRACTOR shall be responsible for and is liable for the safekeeping of vehicles towed and/or
stored and for items left in stored vehicles.
3.2.
Personnel Minimum Requirements. CONTRACTOR shall have available at all times sufficient
qualified personnel to operate the number of tow trucks necessary to provide timely service. Such personnel
shall be employees of CONTRACTOR. Each driver shall be properly licensed with correct class license as
required by the Motor Vehicle Division of the State of Arizona. It shall be CONTRACTOR's responsibility to
ensure that all drivers maintain current Arizona licenses during the contract term. Contractor shall hire, train
and supervise all drivers 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, pursuant to A.R.S. 28-1108.
3.2.1
Driver Conduct. All drivers shall operate the tow trucks in a safe and prudent manner and shall
refrain from using profane or vulgar language in a public area while performing work under this
agreement. CONTRACTOR will agree to prohibit the use of intoxicating substances by all tow truck drivers
and ensure that they do not either use or possess illegal drugs while in the course of performing their
duties under this contract. Employees of CONTRACTOR who normally and regularly come into direct
contact with the public shall be in a reasonably clean uniform that at a minimum identifies the name of
the tow company and the individual. CONTRACTOR shall be fully responsible for drivers' actions.
3.3. Storage Facilities
3.3.1 Lot Location. Storage facility shall be located within a 8.5-mile radius of the intersection of Arizona
Ave. and Chandler Blvd. The storage facility must meet all applicable zoning and other requirements of the
City, County, State and Federal Government. Vehicles shall be stored in the storage facility offered until
released to the owner or other authorized agent.
3.3.2 Location Prohibition. The storage facility shall not be located within a wrecking yard that is in the
business of dismantling vehicles.
3.3.3 Fencing. A fence of a minimum of six (6) feet in height is required. The fence may be constructed from
chain link, masonry, wood or equivalent as permitted by the appropriate building and zoning regulations.
Barbed wire or razor wire may be provided at the top of the fence if permitted by law.
3.3.4 Lighting. The storage area shall be sufficiently lit with overhead lighting that illuminates the entire
storage facility.
3.3.5 Security. The fenced storage facility shall be locked when unattended. The CONTRACTOR shall be
responsible for the safe keeping of vehicles towed and for items left in stored vehicles. All vehicles shall
be kept within the fenced storage area until released to the owner or authorized agent. Access to the
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storage facility shall be limited to the CONTRACTOR’S employees or individuals with a legitimate interest
in vehicles being stored. All individuals must be accompanied by an employee of CONTRACTOR. The
storage lot shall be dedicated to the storage of vehicles towed and stored by CONTRACTOR.
3.3.6 Size. The minimum storage space required will be 45,000 square feet dedicated to vehicles stored
pursuant to this Contract. Vehicles towed under the resultant Contract shall be stored in one location.
If additional space is required during the term of the contract, the contractor will be required to provide
such additional space.
3.3.7 Storage Lot Availability. CONTRACTOR shall staff its vehicle storage facility between the hours of 8
a.m. and 6 p.m. Monday through Friday except the following holidays: New Year's Day. Martin Luther
King Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
CONTRACTOR shall have a telephone number and company name prominently posted at the storage
location for after-hour release of vehicles.
3.3.8 Zoning. Storage facilities must meet the appropriate zoning/permit requirements of the appropriate
government entity where the facility is located.
3.3.9 Overflow Storage Lot. CONTRACTOR may use an overflow storage lot to store vehicles that have
been stored in the primary storage facility for over 35 days. CONTRACTOR shall make provision for
release of vehicles from overflow storage lot at no additional charge and without any additional delay.
Overflow storage lot shall be within a 15 mile radius of Arizona Avenue and Chandler Blvd. The
overflow storage lot shall meet requirements set forth in sections 3.3.2, 3.3.3, 3.3.4, 3.3.5, 3.3.7 and
3.3.8.
4. DOCUMENTATION
4.1.
Reports to Department of Transportation. CONTRACTOR shall submit all necessary reports to the
Arizona Department of Transportation in accordance with A.R.S. Sections 28-1401 through 28-1411 and
subsequent amendments thereto, when the statutes are applicable to vehicles towed and stored under this
contract.
4.2.
Required Records. CONTRACTOR shall maintain adequate records of every vehicle towed at the
request of the City of Chandler under the contract showing the following:
a) Location of vehicle pick up.
b) Location where vehicle taken.
c) Date and time of the tow.
d) Make, model and year of the vehicle.
e) License number and state.
f) Vehicle identification number.
g) Name of person or business to whom vehicle released.
h) Itemized tow and storage billing statements.
CONTRACTOR shall maintain a record, either electronically or manually, that is easily separated from all other
records CONTRACTOR may keep, of each vehicle towed under this Agreement. The customer record file is to
include the master log, signed invoice and service fee listing and must be maintained alphabetically by the last
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name of the customer or the Vehicle Identification Number. The invoice shall be presented to the customer
upon the customer’s request for the invoice.
4.3.
Inspection of Facility and Equipment. CONTRACTOR shall permit and make available for inspection
all of its facilities and equipment by CITY upon reasonable notice and during normal business hours.
4.4.
Required Reports. On or before the fifteenth of each month, CONTRACTOR shall provide a report for
all vehicles towed and released pursuant to the contract. The report shall be in Excel format unlocked, in the
form shown in Exhibit A.1, A.2 and A.3. The report shall be provided in electronic and hard copy.
4.5.
Confidentiality of Records. CONTRACTOR shall establish and maintain procedures and controls that
are acceptable to CITY to assure that no information contained in CONTRACTOR’S records or obtained from
CITY or from others in carrying out CONTRACTOR’S functions under this Contract is used by or disclosed by it,
its agents, officers, or employees, except as required to efficiently perform duties under the contract. Persons
requesting such information shall be referred to CITY. CONTRACTOR also agrees that any such information
shall not be divulged other than to employees or officers of CONTRACTOR as needed for the performance of
duties under the contract, unless otherwise agreed to in writing by CITY.
5.
ALLOWED CHARGES. For all services provided under this Agreement, CONTRACTOR may charge
vehicle owners only those fees set forth herein at the rates and in the amounts listed in the Price Sheet
attached hereto as Exhibit B and incorporated herein by reference.
5.1.
Flat Rate Per Tow Fee. CONTRACTOR shall charge vehicle owners the Flat Rate Per Tow Fee listed in
Exhibit B. This fee covers all towing services 24 hours per day including weekdays, weekends and holidays.
The flat rate per tow fee includes all costs for hookups, winching, preparation to tow, cleanup of debris, stand
by time, use of dollies when necessary, drive line dropping, all labor incurred, mileage, sealing of windows if
necessary, and delivery to the public roadway for subsequent tow if necessary. The allowable flat rate per tow
fee is listed in Exhibit B and is a flat rate for vehicles up to and including 25,000 lb. GVW.
5.2.
Unit Price for Storage. CONTRACTOR may charge the full daily storage charge shown on Exhibit B for
any part of a 24-hour period. The Rate set forth in Exhibit B shall apply to all vehicles stored pursuant to this
contract excluding those vehicles impounded pursuant to A.R.S. 28-3511 et. seq. The time period for billing
for storage shall commence from the time the vehicle arrives at the storage lot. The unit price for storage is
for vehicles up to and including 25,000 lb. GVW.
5.3.
Extraordinary Recoveries. With prior written approval from the officer on the scene, CONTRACTOR
may charge an additional hourly fee for extraordinary recoveries, i.e. lake recoveries, recoveries from
canals with water in them, recoveries from swimming pools, etc. This fee will be in addition to the flat rate
per tow fee.
5.4.
After Hours Opening. CONTRACTOR may charge the fee shown on Exhibit B to open the lot after
normal business hours, as defined in Paragraph 3.3.7 Storage Lot Availability. Contractor shall make vehicle
available within 60 minutes from the time owner or owner’s agent notifies the contractor of request for
afterhours opening.
5.5.
Mileage. CONTRACTOR shall not charge a "cost per mile" charge when the tow is made to the
CONTRACTOR'S storage facility or any location within the City of Chandler. CONTRACTOR may charge the
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Mileage charge shown on Exhibit B only when (1) the owner or agent requests that the vehicle be towed to a
location other than CONTRACTOR'S storage facility located outside the City of Chandler and then only for the
additional actual mileage beyond the mileage to the nearest City of Chandler border based on the most direct
route or (2) when a vehicle is towed from outside the City limits and then only for the actual mileage from the
point of pick up to the nearest City or Chandler border based on the most direct route .
5.6.
Device Verification. When requested by CITY to verify installation of an interlock or other device,
CONTRACTOR shall not charge any fee for such verification.
5.7.
Incidental Services. CONTRACTOR shall perform related services such as inflating tires, jump starting,
opening of locked vehicles and other incidental services requested by the owner of a towed vehicle without
charge from the time the contractor is dispatched to the time vehicle is released.
5.8.
Filing Fee. CONTRACTOR may charge a filing fee at the rate set forth by state law for reimbursement
of any filing fee paid by CONTRACTOR pursuant to state law.
5.9.
Re-tows. CONTRACTOR shall provide vehicle owners or their agents a choice to use CONTRACTOR or
another source for re-towing. CONTRACTOR may not charge any re-tow fee nor any other fee to allow the
vehicle owner or agent to use another source for re-towing,
5.10. Outside Contracted Services. With approval from the officer on scene, CONTRACTOR may charge
actual expenses in cases where it is necessary to hire outside services or lease additional equipment for
vehicle recoveries, i.e. hiring divers, crane rental, etc.
5.11.
Business Card and Rate Sheet. CONTRACTOR shall provide a business card and Contract Rate
Sheet to the owner or agent of each vehicle towed. If unable to do so because the owner or agent has been
transported to a hospital or otherwise left the scene, CONTRACTOR will provide the business card and rate
sheet to the officer investigating the accident. The Contract Rate Sheet will be provided to CONTRACTOR
by CITY. CONTRACTOR shall notify CITY if additional rate sheets are needed.
5.12.
Additional Fees. Under no circumstances shall CONTRACTOR charge any fees not authorized herein
and listed in the Price Sheet, Exhibit B, for services by reason of this Contract. This Contract covers all services,
charges and fees from the time CONTRACTOR receives a request from the City of Chandler to respond until
possession of the vehicle is released from CONTRACTOR and passes to the vehicle’s owner or owner’s agent.
5.13. Compensation, Taxes and Workman’s Compensation. CONTRACTOR shall be solely responsible
for any and all tax obligations, which may result out of CONTRACTOR’S performance of this Agreement.
CITY shall have no obligation to pay any amounts for taxes, of any type, incurred by CONTRACTOR.
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 persons(s)
supplied by the CONTRACTOR in the performance of this Agreement and CONTRACTOR shall indemnify
and hold harmless with respect thereto.
6.
RESPONSIBILITY FOR PAYMENT
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6.1.
Payment by Vehicle Owners. All payments, except for vehicles towed for evidentiary purposes
and City owned vehicles will be the responsibility of the vehicle owner and not CITY. For vehicles owned
by the City or vehicles towed or stored for evidentiary purposes, CITY shall pay CONTRACTOR at the rates
shown on Exhibit B.
6.2.
Method of Payment. CONTRACTOR shall and hereby agrees to accept all reasonable forms of
payment from vehicle owners, including but not limited to, cash, credit cards, and debit cards.
7. Solicitation of Business Prohibited. In connection with any vehicle towed pursuant to this agreement,
CONTRACTOR may not solicit business for, or contact the vehicle owner or owner’s agent on behalf of, any
body shop, towing company, wrecking yard, health care provider, lawyer, or other person or business of
any description. This prohibition does not prohibit the contractor’s employees from answering questions
from a vehicle owner or owner’s agent. In addition, CONTRACTOR shall not accept any referral fees or
commission from any body shop, towing company, wrecking yard, health care provider, lawyer, or other
person or business in connection with this contract. In addition, CONTRACTOR is prohibited from receiving
a commission, referral fee or other compensation from any body shop, insurance company, legal firm,
attorney or others in exchange for referring business from this contract to said parties.
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EXHIBIT B TO AGREEMENT
COMPENSATION AND FEES
Description
Unit
Unit Price
Flat rate per tow
Each
$ 20.00
Storage (non 28-3511)
Day
$ 32.50
Storage (28-3511)
Day
$ 25.00
Extraordinary Recovery
Hour
$ 50.00
After hours opening
Each
$ 65.00
Mileage
Mile
$ 5.00
Outside Contracted Services at actual cost may also be charged upon written approval from the officer at
the scene.
A listing of all towing and service prices as contracted shall be issued to the owner, agent of the owner, or
the owner’s insurance representative at pick-up and a copy shall be issued when invoiced at the time of
vehicle release.
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EXHIBIT C TO AGREEMENT
INSURANCE
INSURANCE
General.
A.
At the same time as execution of this Agreement, the Contractor shall furnish the City a
certificate of insurance on a standard insurance industry ACORD form. The ACORD form
must be issued by an insurance company authorized to transact business in the State of
Arizona possessing a current A.M. Best, Inc. rating of A-7, or better and legally authorized to
do business in the State of Arizona with policies and forms satisfactory to City. Provided,
however, the A.M. Best rating requirement shall not be deemed to apply to required Workers’
Compensation coverage.
B.
The Contractor and any of its subcontractors shall procure and maintain, until all of their
obligations have been discharged, including any warranty periods under this Agreement are
satisfied, the insurances set forth below.
C.
The insurance requirements set forth below are minimum requirements for this Agreement
and in no way limit the indemnity covenants contained in this Agreement.
D.
The City in no way warrants that the minimum insurance limits contained in this Agreement
are sufficient to protect Contractor from liabilities that might arise out of the performance
of the Agreement services under this Agreement by Contractor, its agents, representatives,
employees, subcontractors, and the Contractor is free to purchase any additional insurance
as may be determined necessary.
E.
Failure to demand evidence of full compliance with the insurance requirements in this
Agreement or failure to identify any insurance deficiency will not relieve the Contractor from,
nor will it be considered a waiver of its obligation to maintain the required insurance at all
times during the performance of this Agreement.
F.
Use of Subcontractors: If any work is subcontracted in any way, the Contractor shall execute
a written contract with Subcontractor containing the same Indemnification Clause and
Insurance Requirements as the City requires of the Contractor in this Agreement. The
Contractor is responsible for executing the Agreement with the Subcontractor and obtaining
Certificates of Insurance and verifying the insurance requirements.
Minimum Scope and Limits of Insurance. The Contractor shall provide coverage with limits of liability not
less than those stated below.
A.
Commercial General Liability-Occurrence Form. Contractor must maintain “occurrence” form
Commercial General Liability insurance with a limit of not less than $2,000,000 for each
occurrence, $4,000,000 aggregate. Said insurance must also include coverage for products
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and completed operations, independent contractors, personal injury and advertising injury.
If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess
insurance must be “follow form” equal or broader in coverage scope than underlying
insurance.
B.
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Contractor must maintain Business/Automobile Liability insurance with a
limit of $1,000,000 each accident on Contractor owned, hired, and non-owned vehicles
assigned to or used in the performance of the Contractor’s work or services under this
Agreement. If any Excess or Umbrella insurance is utilized to fulfill the requirements of this
paragraph, the Excess or Umbrella insurance must be “follow form” equal or broader in
coverage scope than underlying insurance.
C.
Workers Compensation and Employers Liability Insurance: Contractor must maintain Workers
Compensation insurance to cover obligations imposed by federal and state statutes having
jurisdiction of Contractor employees engaged in the performance of work or services under
this Agreement and must also maintain Employers’ Liability insurance of not less than
$1,000,000 for each accident and $1,000,000 disease for each employee.
Additional Policy Provisions Required.
A. Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must be
declared and approved by the City. If not approved, the City may require that the insurer reduce
or eliminate any deductible or self-insured retentions with respect to the City, its officers,
officials, agents, employees, and volunteers.
1. The Contractor’s insurance must contain broad form contractual liability coverage.
2. The Contractor's insurance coverage must be primary insurance with respect to the City,
its officers, officials, agents, and employees. Any insurance or self-insurance maintained
by the City, its officers, officials, agents, and employees shall be in excess of the coverage
provided by the Contractor and must not contribute to it.
3. The Contractor's insurance must apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
4. Coverage provided by the Contractor must not be limited to the liability assumed under
the indemnification provisions of this Agreement.
5. The policies must contain a severability of interest clause and waiver of subrogation
against the City, its officers, officials, agents, and employees, for losses arising from Work
performed by the Contractor for the City.
6. The Contractor, its successors and or assigns, are required to maintain Commercial
General Liability insurance as specified in this Agreement for a minimum period of three
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years following completion and acceptance of the Work. The Contractor must submit a
Certificate of Insurance evidencing Commercial General Liability insurance during this
three year period containing all the Agreement insurance requirements, including
naming the City of Chandler, its agents, representatives, officers, directors, officials and
employees as Additional Insured as required.
7. If a Certificate of Insurance is submitted as verification of coverage, the City will
reasonably rely upon the Certificate of Insurance as evidence of coverage but this
acceptance and reliance will not waive or alter in any way the insurance requirements or
obligations of this Agreement.
B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement, the
Contractor must forward renewal or replacement Certificates to the City within ten days
after the renewal date containing all the required insurance provisions.
2. Each insurance policy required by the insurance provisions of this Contract/Agreement
shall provide the required coverage and shall not be suspended, voided or canceled
except after 30 days prior written notice has been given to the City, except when
cancellation is for non-payment of premium, then ten days prior notice may be given.
Such notice shall be sent directly to Chandler Law-Risk Management Department, Post
Office Box 4008, Mailstop 628, Chandler, Arizona 85225. If any insurance company
refuses to provide the required notice, the Contractor or its insurance broker shall notify
the City of any cancellation, suspension, non-renewal of any insurance within seven days
of receipt of insurers’ notification to that effect.
A.
City as Additional Insured. The policies are to contain, or be endorsed to contain, the
following provisions:
1. The Commercial General Liability and Automobile Liability policies are to contain, or be
endorsed to contain, the following provisions: The City, its officers, officials, agents, and
employees are additional insureds with respect to liability arising out of activities
performed by, or on behalf of, the Contractor including the City's general supervision of
the Contractor; Products and Completed operations of the Contractor; and automobiles
owned, leased, hired, or borrowed by the Contractor.
2. The City, its officers, officials, agents, and employees must be additional insureds to the
full limits of liability purchased by the Contractor even if those limits of liability are in
excess of those required by this Agreement.
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EXHIBIT D TO AGREEMENT
SPECIAL CONDITIONS
CITY’S CONTRACTUAL REMEDIES
1.
Right to Assurance. If the City in good faith has reason to believe that the Contractor does not
intend to, or is unable to perform or continue performing under this Agreement, the Agreement
Administrator may demand in writing that the Contractor give a written assurance of intent to perform.
Failure by the Contractor to provide written assurance within the number of Days specified in the demand
may, at the City’s option, be the basis for terminating the Agreement in addition to any other rights and
remedies provided by law or this Agreement.
2.
Assessment for failure to provide Required Reports. In addition to other remedies available to
CITY for a violation of any term of this contract, CITY may assess, and CONTRACTOR agrees to pay to CITY,
fifty dollars ($50) per day that any report is late.
3.
Assessment for Failure to Meet Response Time. In addition to other remedies available to CITY for
a violation of any term of this contract, CITY may assess, and CONTRACTOR agrees to pay to CITY, for
violation of the response time requirements herein, one thousand dollars ($1,000) per percentage point
below 95 percent that CONTRACTOR fails to respond within the time required during each calendar month.
Compliance Rate
Assessment
94%
$1,000
93%
$2,000
92%
$3,000
91%
$4,000
90%
$5,000
89%
$6,000
88%
$7,000
87%
$8,000
86%
$9,000
85%
$10,000
4.
Stop Work Order. The City may, at any time, by written order to the Contractor, require the
Contractor to stop all or any part, of the work called for by this Agreement for period(s) of days indicated
by the City after the order is delivered to the Contractor. The order shall be specifically identified as a
stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately
comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the
work covered by the order during the period of work stoppage.
If a stop work order issued under this clause is canceled or the period of the order or any extension
expires, the Contractor shall resume work. The Agreement Administrator shall make an equitable
adjustment in the delivery schedule or Agreement price, or both, and the Agreement shall be amended
in writing accordingly.
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5.
Non-exclusive Remedies. The rights and the remedies of the City under this Agreement are not
exclusive.
6.
Nonconforming Tender. Services and materials supplied under this Agreement shall fully comply
with Agreement requirements and specifications. Services or materials that do not fully comply
constitute a breach of agreement.
7.
Right of Offset. The City shall be entitled to offset against any sums due Contractor, any expenses
or costs incurred by the City, or damages assessed by the City concerning the Contractor’s non-
conforming performance or failure to perform the Agreement, including expenses to complete the work
and other costs and damages incurred by City.
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