HomeMy WebLinkAboutC-7008-1 - Official Police Tow Truck Service AgreementAN
AMENDMENT NO. ONE TO
OFFICIAL POLICE TOW TRUCK SERVICE AGREEMENT
WITH PD TRANSPORT, INC. DBA SOUTHSIDE TOWING
THIS AMENDMENT NO. ONE TO OFFICIAL POLICE TOW TRUCK SERVICE
AGREEMENT ("Amendment No. One") is made and entered into as of this 1st day of
December, 2021 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("City"), and PD TRANSPORT, INC., a
California corporation doing business as ("DBA") SOUTHSIDE TOWING ("Operator"),
whose address is 1643 Placentia Ave., Costa Mesa, California 92627, and is made with
reference to the following:
RECITALS
A. On April 11, 2016, City and Operator entered into an Official Police Tow Truck
Service Agreement ("Agreement") for Operator to provide police towing services
within the City of Newport Beach ("Project").
B. The parties desire to enter into this Amendment No. One to extend the term of the
Agreement to December 31, 2026 and to update the Insurance Requirements of
the Agreement (Exhibit C).
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on December 31, 2026, unless terminated earlier as set forth herein."
2. INSURANCE REQUIREMENTS
Exhibit C to the Agreement is amended in its entirety and replaced with the
attached Exhibit C and incorporated herein by reference.
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTOPNEY'S OFFICE
Date: 11/ LV2:�
la
Attorney
ATTEST:
Date: 12-23-26z /
,�`'Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: t24A1-t--%2C 21
By:
Gr . Leung
C' anager
OPERATOR: PD TRANSPORT, INC., a
California corporation doing business as
("DBA") SOUTHSIDE TOWING
Date: I?_- 2 \ - Z 1
By:
David Padua
President
Date: ! 2-
Donna Padua
Secretary
[END OF SIGNATURES]
Attachments: Exhibit C - Insurance Requirements
PD Transport, Inc. DBA Southside Towing Page 2
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Operator's indemnification of City, and
prior to commencement of Work, Operator shall obtain, provide and maintain at its
own expense during the term of this Agreement, policies of insurance of the type
and amounts described below and in a form satisfactory to City. Operator agrees
to provide insurance in accordance with requirements set forth here. If Operator
uses existing coverage to comply and that coverage does not meet these
requirements, Operator agrees to amend, supplement or endorse the existing
coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Operator shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
B. Operator shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
C. General Liability Insurance. Operator shall maintain commercial general
liability insurance and, if necessary, umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, products -completed
operations, personal and advertising injury, and liability assumed under an
insured contract (including the tort liability of another assumed in a business
contract) with no endorsement or modification limiting the scope of
coverage for liability assumed under a contract.
D. Automobile Liability Insurance. Operator shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Operator
arising out of or in connection with work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
PD Transport, Inc. DBA Southside Towing Page C-1
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident. Operator shall also maintain On -Hook
coverage in an amount not less than five hundred thousand dollars
($500,000).
E. Garaqekeepers Legal Liability Insurance. Operator shall maintain
garagekeepers insurance with limits of not less than one million dollars
($1,000,000.00).
F. Umbrella or Excess Liability Insurance. Operator shall obtain and maintain
an umbrella or excess liability insurance policy with limits of not less than
four million dollars ($4,000,000) that will provide bodily injury, personal
injury and property damage liability coverage at least as broad as the
primary coverages set forth above, including commercial general liability,
automobile liability and employer's liability. Such policy or policies shall
include the following terms and conditions:
• A drop down feature requiring the policy to respond in the event that
any primary insurance that would otherwise have applied proves to be
uncollectable in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement;
• Concurrency of effective dates with primary policies;
• Policies shall "follow form" to the underlying primary policies; and
• Insureds under primary policies shall also be insureds under the
umbrella or excess policies.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow Operator or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Operator hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers
and employees shall be included as insureds under such policies.
PD Transport, Inc. DBA Southside Towing Page C-2
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Operator shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Operator shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Operator sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Operator, City and Operator may renegotiate Operator's
compensation.
C. Right to Review Subcontracts. Operator agrees that upon request, all
agreements with subcontractors or others with whom Operator enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Operator shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Operator shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as CG
20 38 04 13.
PD Transport, Inc. DBA Southside Towing Page C-3
D. Enforcement of Agreement Provisions. Operator acknowledges and agrees
that any actual or alleged failure on the part of City to inform Operator of
non-compliance with any requirement imposes no additional obligations on
City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Operator maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Operator. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
F. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
G. City Remedies for Non -Compliance. If Operator or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Operator's right to proceed until proper evidence
of insurance is provided. Any amounts paid by City shall, at City's sole
option, be deducted from amounts payable to Operator or reimbursed by
Operator upon demand.
H. Timely Notice of Claims. Operator shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Operator's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
Operator's Insurance. Operator shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
PD Transport, Inc. DBA Southside Towing Page C-4
OFFICIAL POLICE TOW TRUCK
SERVICE AGREEMENT WITH
SOUTHSIDE TOWING
t This OFFICIAL POLICE TOW TRUCK SERVICE AGREEMENT
("Agreement") is made and entered into this 11th day of April, 2016 ("Effective
Date") by and between the CITY OF NEWPORT BEACH, a municipal
corporation and charter city (hereinafter referred to as "City') and PD Transport,
Inc., a California Corporation doing business as ("DBA") SOUTHSIDE TOWING
whose address is 1643 Placentia Avenue, Costa Mesa, CA 92627 (hereinafter
referred to as "Operator"), and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under
the laws of the State of California with the power to carry on its business
as it is now being conducted under the statutes of the State of California
and the Charter of the City.
B. Chapter 5.15 of the Newport Beach Municipal Code ("NBMC") regulates
the operation of official police towing services, which are used in police
emergency situations and for the removal of vehicles that are apparently
abandoned, involved in an accident, or that constitute an obstruction to
traffic because of mechanical failures.
C. NBMC Section 5.15.080 provides that tow truck companies that are
selected as "official" police tow service providers pursuant to the City's
established bidding process are required to enter into an agreement with
the City that outlines their duties and obligations and that contains
eligibility requirements, operating regulations and a fee schedule as
adopted by the City Council.
D. By designating specific companies as police tow service providers, City
desires to ensure the availability of prompt, efficient and reliable police
towing services within the City of Newport Beach.
E. The City Council of the City of Newport Beach has selected SOUTHSIDE
TOWING to operate as one of the City's "official" operators to provide tow
service at the request of the Police Department throughout the City
("Project").
F. City and Operator desire to enter into this Agreement wherein Operator
agrees to perform police towing services for the City under the terms and
conditions set forth herein.
SOUTHSIDE TOWING Page 1
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained in this Agreement, the undersigned parties agree as
follows:
1. TERM
The term of this Agreement shall be for five (5) years, and shall
commence on the Effective Date, and shall terminate on December 31, 2021
unless terminated earlier as set forth herein. The City reserves the right, upon
sixty (60) days written notice, to renew this Agreement for an additional five (5)
year term provided that Operator's performance is deemed acceptable, and that
the renewal is agreeable to the Operator.
2. SERVICES TO BE PERFORMED BY OPERATOR
2.1 Operator agrees to operate as one of the City's "Official" Police
Tow Services pursuant to the terms of this Agreement and in conformity with the
requirements contained in NBMC Chapter 5.15, which is incorporated herein by
reference and specifically includes the Standard Rules of Operation contained in
NBMC Section 5.15.110 which is attached hereto as Exhibit "A" and incorporated
herein by reference.
2.2 It is hereby expressly reserved to the City Council the power and
authority to amend any provision of NBMC Chapter 5.15 as to require additional,
different or greater standards on the part of Operator. Any future amendment(s)
to NBMC Chapter 5.15 by the City Council shall be deemed incorporated into this
Agreement on the effective date of such amendment(s).
3. RATE SCHEDULES
3.1 Operator shall charge the rates for Services as set forth in the Rate
Schedule attached hereto as Exhibit "B" and incorporated herein by this
reference.
3.2 The Rate Schedule will automatically be adjusted on its anniversary
date based on the percentage change in the cost of doing business as measured
by the United States Department of Labor, Bureau of Labor Statistics, Consumer
Price Index, for all Urban Consumers for the Los Angeles -Riverside -Orange
County Area, All Items, (1982-1984=100) for the preceding twelve (12) months.
Operator shall provide a listing of the rates to be charged. However, the City
may require and revise the fee schedule by mutual agreement at any time upon a
finding that a rate adjustment is justified. Any future amendment(s) to the Rate
Schedule by City shall be deemed incorporated into this Agreement on the
effective date of such amendment(s) without further action by the Parties.
SOUTHSIDE TOWING Page 2
4.1 Operator shall designate a Project Manager, who shall coordinate
all phases of the Project. This Project Manager shall be available to City at all
reasonable times during the Agreement term. Operator has designated David
Padua to be its Project Manager. Operator shall not remove or reassign the
Project Manager without the prior written consent of City.
4.2 Operator, at the sole discretion of City, shall remove from the
Project any of its personnel assigned to the performance of Services upon written
request of City. Operator warrants that it will continuously furnish the necessary
personnel to complete the Project on a timely basis as contemplated by this
Agreement.
5. ADMINISTRATION
This Agreement will be administered by the Police Department. City's
Police Chief or his/her designee, shall be the Project Administrator and shall
have the authority to act for City under this Agreement. The Project
Administrator or his/her designee shall represent City in all matters pertaining to
the Services to be rendered pursuant to this Agreement.
6. STANDARD OF CARE
6.1 All of the Services shall be performed by Operator or under
Operator's supervision. Operator represents that it possesses the professional
and technical personnel required to perform the Services required by this
Agreement, and that it will perform all Services in a manner commensurate with
community professional standards and with the ordinary degree of skill and care
that would be used by other reasonably competent practitioners of the same
discipline under similar circumstances. All Services shall be performed by
qualified and experienced personnel who are not employed by City. By delivery
of completed Work, Operator certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and
legally recognized professional standards.
6.2 Operator represents and warrants to City that it has, shall obtain,
and shall keep in full force and effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature that is legally required of Operator to practice its profession.
Operator shall maintain a City of Newport Beach business license during the
term of this Agreement.
6.3 Operator shall not be responsible for delay, nor shall Operator be
responsible for damages or be in default or deemed to be in default by reason of
strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely
information or to approve or disapprove Operator's work promptly, or delay or
faulty performance by City, Operators, or governmental agencies.
SOUTHSIDE TOWING Page 3
7. INDEPENDENT CONTRACTOR
The parties of this Agreement intend that the relationship between them
created by this Agreement is that of City -independent contractor. The manner
and means of conducting the work are under the control of the Operator, except
to the extent limited by statute, rule or regulation and the express terms of this
Agreement. No civil service status or other right of employment will be acquired
by virtue of the Operator's Services. None of the benefits provided by the City to
its employees, including but not limited to unemployment insurance, workers'
compensation insurance, retirement and deferred compensation plans, vacation
and sick leave, are available from City to Operator, its employees or agents.
8. HOLD HARMLESS
8.1 To the fullest extent permitted by law, Operator shall indemnify,
defend and hold harmless City, its City Council, boards and commissions,
officers, agents and employees (collectively, the "Indemnified Parties") from and
against any and all claims (including, without limitation, claims for bodily injury,
death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses
(including, without limitation, attorney's fees, disbursements and court costs) of
every kind and nature whatsoever (individually, a Claim; collectively, "Claims"),
which may arise from or in any manner relate (directly or indirectly) to any breach
of the terms and conditions of this Agreement, any work performed or Services
provided under this Agreement including, without limitation, defects in
workmanship or materials or Operator's presence or activities conducted which
arise out of or occur in connection with Operator's performance of Services
pursuant to this Agreement or Chapter 5.15 (including the negligent and/or willful
acts, errors and/or omissions of Operator, its principals, officers, agents,
employees, vendors, suppliers, consultants, subcontractors, anyone employed
directly or indirectly by any of them or for whose acts they may be liable or any or
all of them).
8.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Operator to indemnify the Indemnified Parties from any Claim arising
from the sole negligence or willful misconduct of the Indemnified Parties.
Nothing in this indemnity shall be construed as authorizing any award of
attorney's fees in any action on or to enforce the terms of this Agreement. This
indemnity shall apply to all claims and liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon
the amount of indemnification to be provided by the Operator.
9. INSURANCE
Without limiting Operator's indemnification of City, and prior to
commencement of work, Operator shall obtain, provide and maintain at its own
expense during the term of this Agreement or for other periods as specified in
SOUTHSIDE TOWING Page 4
this Agreement, policies of insurance of the type, amounts, terms and conditions
described in the Insurance Requirements attached hereto as Exhibit "C" and
incorporated herein by reference.
10. PROHIBITION AGAINST TRANSFER
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Operator, or of
the interest of any general partner or joint venturer or syndicate member or co-
tenant if Operator is a partnership or joint -venture or syndicate or co -tenancy,
which shall result in changing the control of Operator. Control means fifty
percent (50%) or more of the voting power, or twenty-five percent (25%) or more
of the assets of the corporation, partnership or joint -venture.
11. STORAGE OF VEHICLES
11.1 The Operator shall store all impounded vehicles, together with all
accessories, equipment and personal property located on or in each vehicle, in
City approved storage facilities.
11.2 Vehicles taken into custody that involve evidence shall be stored in
a secure area and under conditions approved by the City's Chief of Police, or his
or her designee. The storage area shall be protected against access by persons
not authorized by the Chief of Police, or his or her designee. The Operator will
be required to take all reasonable precautions required by the Chief of Police, or
his or her designee, to avoid damage to any evidence, such as fingerprints,
stains, etc.
11.3 The Operator agrees to maintain storage facilities as required by
Section 5.15.110 for vehicles ordered impounded by the Police Department. The
Operator shall take any and all measures necessary to prevent theft or damage
to such vehicles and the accessories, equipment or other personal property in
them while stored in his storage facility.
11.4 Operator agrees to waive towing and/or storage fees when
reasonably requested by any police supervisor of the rank of Sergeant or above,
or by the Traffic Civilian Supervisor. Such requests generally shall be limited to
the towing of City owned vehicles, the towing and storage of other vehicles as a
result of mistake or error by City employees, or vehicles impounded during the
course of carrying out an official police investigation.
SOUTHSIDE TOWING Page 5
12. PERMITS AND LICENSES
Operator, at its sole expense, shall obtain and maintain during the term of
this Agreement, all appropriate permits, licenses and certificates that may be
required in connection with the performance of Services provided hereunder.
13. CONTRACT SERVICES FEE
13.1 Reserved.
13.2 Operator shall pay City the fees provided in the Rate Schedule,
attached as Exhibit B. Operator and City agree the fees provided in Exhibit B
reimburse the City for its actual and reasonable costs in administering this tow
program. Payment shall be due no later than forty-five (45) days after the
expiration of each calendar quarter.
13.3 In the event that the above payment is not received by the City
within the specified time period, Operator shall pay to the City a one-time penalty
of ten percent (10%) of the amount due and interest of one and one-half percent
(1.5%) per month on the unpaid balance.
13.4 Operator shall file with the City, within forty five (45) days after
expiration of Operator's fiscal year during which this Agreement is in force, a
financial statement prepared by a certified public accountant showing in detail the
vehicle release fees collected from official police tow operations in the City of
Operator, or its successors and assigns, during the preceding fiscal year.
13.5 The right is reserved to the City of audit and recomputation of any
and all amounts due under this Agreement, and no acceptance of any payment
shall be construed as a release or as an accord and satisfaction of any claim the
City may have for further additional sums due under this Agreement or for the
performance of any obligation hereunder.
iClixd�7:7 �b?
14.1 Operator shall maintain complete and accurate records with respect
to all expenses, receipts and other such information required by the City that
relate to the performance of Services under this Agreement.
14.2 Operator shall maintain accurate records on Services provided in
sufficient detail to permit an evaluation of Service and income received
therefrom. All such records shall be maintained in accordance with generally
accepted accounting principles and shall be clearly identified and readily
accessible to the City upon demand. Operator shall provide free access to the
Revenue Manager or his or her designees to such books and records during
regular business hours, and give the City the right to examine and audit same,
and to make copies as necessary, and to allow inspection of all work, data,
documents, proceedings and activities related to this Agreement. Such records,
SOUTHSIDE TOWING Page 6
together with supporting documents, shall be kept separate from other
documents and records and shall be maintained for a period of three (3) years
after receipt of final payment. Operator shall reimburse City for City's costs in
performance of an audit if, as a result of the audit, it is determined that a
discrepancy of ten percent (10%) or more of the contract Service fees paid
during the period reviewed is due. Operator shall reimburse the City for such
costs within thirty (30) days of the date the City notifies Operator in writing of the
amount of City's cost.
14.3 Contractor shall produce a monthly "Vehicle Towing Service
Monthly Report" by the fifteenth (15th) day of each month to the City, which shall
contain the following information: 1) Number of calls for Service; 2) Number of
vehicles towed; 3) Number of lien sales processed; 4) Number of vehicles
auctioned; 5) A detailed breakdown of the number of vehicles towed showing: a.
Total number of impounds, b. Number of 30 day impounds, c. Number of other
Police Department initiated tows at owner's request, and d. Number of non -
police initiated City tows; and 6) An explanation of each tow where response time
delay in excess of thirty (30) minutes occurred.
15. CONFLICTS OF INTEREST
15.1 The Operator or its employees may be subject to the provisions of
the California Political Reform Act of 1974 (the "Act"), which (1) requires such
persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this Agreement, and (2) prohibits such
persons from making, or participating in making, decisions that will foreseeably
financially affect such interest.
15.2 If subject to the Act, Operator shall conform to all requirements of
the Act. Failure to do so constitutes a material breach and is grounds for
immediate termination of this Agreement by City. Operator shall indemnify and
hold harmless City for any and all claims for damages resulting from Operator's
violation of this Section.
16. NOTICES
16.1 All notices, demands, requests or approvals to be given under this
Agreement shall be given in writing and shall be deemed served when delivered
personally or on the second business day after deposit in the United States mail,
postage prepaid, registered or certified, addressed as hereinafter provided.
16.2 All notices, demands, requests or approvals from Operator to City
shall be addressed to the City at:
Attn: Revenue Manager
City of Newport Beach
100 Civic Center Drive
PO Box 1768
SOUTHSIDE TOWING Page 7
Newport Beach, California 92659-1768
16.3 All notices, demands, requests or approvals from City to Operator
shall be addressed to Operator at:
SOUTHSIDE TOWING
Attn: David Padua
1643 Placentia Avenue
Costa Mesa, CA 92627
17. TERMINATION
17.1 The grounds for termination of this Agreement are set forth in
Newport Beach Municipal Code Section 5.15.140, and include breach of any
terms of this Agreement. In the event Operator has breached the terms of this
Agreement or other grounds for termination exist, the City shall provide written
notice of the nature of the default and the steps necessary to cure the default. If
such default is not cured within a period of two (2) days after receipt by Operator
of written notice of default, this Agreement may be terminated by the City
Manager by giving written notice to the Operator. Notice that the Agreement has
been terminated shall state the reasons for termination. Any appeal shall be to
the City Council. The right to appeal shall terminate fifteen (15) days following
the date of personal service or, seventeen (17) days following deposit in the
United States mail of the notice of termination. The City Council may preside
over the hearing on appeal, or in the alternative, appoint a hearing officer to
conduct the hearing and submit to the City Council its finding and
recommendations. The City Council shall render its decision within forty-five (45)
days of receipt of the hearing officer's findings and recommendations. The
decision of the City Council shall be final.
17.2 The City hereby reserves every right and power, in the exercise
thereof, which is reserved or authorized by any provision of any lawful ordinance
or resolution of the City, whether enacted before or after the effective date of this
Agreement. Neither the decision to select Operator as an "Official" Police Tow
Service provider or any provision of this Agreement shall constitute a waiver or a
bar to the exercise of any governmental right or power of the City.
18. STANDARD PROVISIONS
18.1 Compliance with all Laws. Operator shall at its own cost and
expense comply with all statutes, ordinances, regulations and requirements of all
governmental entities, including federal, state, county or municipal, whether now
in force or hereinafter enacted. In addition, all work prepared by Operator shall
conform to applicable City, county, state and federal laws, rules, regulations and
permit requirements and be subject to approval of the Project Administrator and
City.
SOUTHSIDE TOWING Page 8
18.2 Waiver. A waiver by either party of any breach, of any term,
covenant or condition contained herein shall not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant or condition
contained herein, whether of the same or a different character.
18.3 Integrated Contract. This Agreement represents the full and
complete understanding of every kind or nature whatsoever between the parties
hereto, and all preliminary negotiations and agreements of whatsoever kind or
nature are merged herein. No verbal agreement or implied covenant shall be
held to vary the provisions herein.
18.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
18.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed
for or against either party by reason of the authorship of the Agreement or any
other rule of construction which might otherwise apply.
18.6 Amendments. This Agreement may be modified or amended only
by a written document executed by both Operator and City and approved as to
form by the City Attorney.
18.7 Severability. If any term or portion of this Agreement is held to be
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction,
the remaining provisions of this Agreement shall continue in full force and effect.
18.8 Controlling Law and Venue. The laws of the State of California
shall govern this Agreement and all matters relating to it and any action brought
relating to this Agreement shall be adjudicated in a court of competent jurisdiction
in the County of Orange, State of California.
18.9 Equal Opportunity Employment. Operator represents that it is an
equal opportunity employer and it shall not discriminate against any
subcontractor, employee or applicant for employment because of race, religion,
color, national origin, handicap, ancestry, sex, age or any other impermissible
basis under law.
18.10 No Attorney's Fees. In the event of any dispute or legal action
arising under this Agreement, the prevailing party shall not be entitled to
attorney's fees.
18.11 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together
shall constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
SOUTHSIDE TOWING Page 9
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: `i//Y / I (o
By: \l T\l T
Aaron C. `Harp
City Attorney
ATTEST: ,L �kI�
Date: `r
Leilani I. Brown
City Clerk
,Gr
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: `L- % t.
By. G " `"OM1 `ca
Diane B. Dixon
Mayor
OPERATOR: PD Transport, Inc., a
California Corporation doing business as
("DBA") SOUTHSIDE TOWING
Signed in Counterpart
By:
David Padua
President
By: Signed in Counterpart
Bahaeddin Hassan
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A: Standard Rules of Operation
Exhibit B: Rate Schedule
Exhibit C: Insurance Requirements
SOUTHSIDE TOWING Page 10
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By:
Aaron C. Harp
City Attorney
ATTEST:
Date:
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
Diane B. Dixon
Mayor
OPERATOR: PD Transport, Inc., a
California Corporation doing business as
("DBA") SOUTHSIDE TOWING
Date: 0 / -2-v I �
By: By:—yldQCE�
Leilani I. Brown
City Clerk President
Date: y111 1 2-01 o
[END OF SIGNATURES]
Attachments: Exhibit A: Standard Rules of Operation
Exhibit B: Rate Schedule
Exhibit C: Insurance Requirements
SOUTHSIDE TOWING Page 10
EXHIBIT A
STANDARD RULES OF OPERATION
5.15.110 Standard Rules of Operation.
A. All requests for towing service and the removal of traffic hazards
shall be made through the Police Department.
B. When it becomes evident that there will be a delay in responding to
a request for towing service, the towing company concerned shall promptly
advise the Police Department of this delay.
C. An attendant capable of responding to police requests for tow
service as well as responsible for the arranging the release of vehicles to the
public shall be on call twenty-four (24) hours a day, seven days a week. Official
police tow service operators shall also maintain regular business hours of eight
(8) a.m. to six (6) p.m., Monday through Friday, during which time an attendant
shall be present in person to respond to police requests and to assist the public
in obtaining their vehicles. Vehicles stored twenty-four (24) hours or less shall be
charged a maximum of one -day storage. Each day thereafter shall be calculated
by calendar day.
Signs listing the phone number where persons can call to retrieve their
vehicles must be posted in plain view at the front of the storage facility.
D. Removing Hazards. After being dispatched by the Police
Department to the scene, the tow truck operator shall cooperate with the police
officers in removing hazards and illegally parked vehicles as requested. It is the
duty of the police officers to determine when such vehicle should be impounded
or moved, and the tow truck operator shall abide by their decisions.
E. Each towing company shall comply with Section 27907 of the
California Vehicle Code regarding signs on tow trucks. Only tow trucks bearing
the name of the company shall be dispatched to the scene of need without
approval of Police Communications.
F. Vehicles impounded by the police for special investigation, i.e.,
fingerprints, etc., shall be held under maximum security until cleared by
investigating officers. Contents of vehicles subject to a "police hold" shall not be
removed.
G. The owners of towing companies participating in towing
assignments by the Police Department shall be responsible for the acts of their
employees while on duty. The towing company shall be responsible for all
damages to vehicles while in its possession.
H. All towing company records, equipment, and storage facilities shall
be subject to periodic inspection by Police Department investigators.
SOUTHSIDE TOWING Page 11
I. All vehicles stored or impounded as a result of a tow ordered by the
Police Department shall be made available to the owner of the vehicle or his
representative, any insurance agent, insurance adjuster, or any body shop or car
dealer, for the purpose of estimating or appraising damages, except vehicles
subject to a "police hold."
J. The official police towing service shall record the time in and the
time out on every tow truck assignment. Such records shall be available and
open for City examination. An electric time clock shall be maintained for this
purpose.
K. Upon request, official police towing services shall submit a report to
the Chief of Police and the Administrative Services Director, which may include
any of the following:
1. Total police impounds;
2. Number of times dispatched by Newport Beach Police
Department;
3. Number of these calls resulting in impounds;
4. Number of vehicles sold on lien sale under authority of
Section 3072, Civil Code, and reporting such lien sales as
per authority of Section 22705 CVC;
5. Number of vehicles sold under authority of Section 3073,
Civil Code (under two hundred dollars ($200.00) value);
6. Names and addresses of buyers and description of vehicles
when sold;
7. Number of calls answered which took more than one hour to
handle.
L. All tow trucks shall be radio -equipped.
M. Storage lots shall be properly fenced (at least six -feet high) to
maintain a maximum of security for stored and impounded vehicles. Such lots
shall be accessible for vehicle storage and vehicle releases twenty-four (24)
hours a day, seven days a week. Storage lots must provide a minimum of forty-
four thousand (44,000) square feet of space dedicated for outside vehicle
storage and a minimum of one thousand (1,000) square feet of inside storage for
vehicles.
N. Storage lots shall be located within three miles of the Newport
Beach City Hall.
SOUTHSIDE TOWING Page 12
O. An official garage shall not proceed with any repair work on a
vehicle or place any charges against a vehicle other than those required for
removal from the street and storage unless authorized by the owner or his
designated agent.
P. When disposing of unclaimed vehicles, official police tow service
operators shall abide by all Civil Code sections pertaining thereto.
Q. All vehicles stored or impounded as a result of a tow ordered by the
Police Department shall be towed directly to an official storage lot unless the
Police Department or other person legally in charge of the vehicle requests that it
be taken to some other location. Vehicle release fees shall be as established by
resolution of the City Council.
R. A towing company may charge a lien sale fee and may begin lien
sale proceedings as provided in the California Vehicle and Civil Codes.
SOUTHSIDE TOWING Page 13
EXHIBIT B
RATE SCHEDULE
City of Newport Beach
Official Police Tow Rate Schedule
Effective January 26, 2016
SERVICE
Towing
Basic Towing
Flatbed
Medium duty
Heavy duty
Motorcycle
Storage
Car outside
Car inside
Truck outside
Truck inside
Motorcycle
W1TOT9
Driveline
Dollies/Go-Jacks
Haz.Mat
Winching
Linkage
Rollover
After hours release — Lt. Duty
Medium Duty
Heavy Duty
On -scene release
Service call — minimum
Labor
City vehicle release fee
Operator's Franchise fee
CHARGE
$172.00
$188.00
$188.00
$327.00
$188.00
$45.00
$54.00
$53.00
$63.00
$25.00
$31.00
$60.00
$47.00
$78.00
$29.00
$78.00
$59.00
$65.00
$75.00
$85.00
$118.00
$172.00
$75.00
$55.00
SOUTHSIDE TOWING Page 14
EXHIBIT C
INSURANCE REQUIREMENTS
1. Provision of Insurance. Without limiting Operator's indemnification of City,
and prior to commencement of work, Operator shall obtain, provide and
maintain at its own expense during the term of this Agreement, policies of
insurance of the type and amounts described below and in a form
satisfactory to City. Operator agrees to provide insurance in accordance
with requirements set forth here. If Operator uses existing coverage to
comply and that coverage does not meet these requirements, Operator
agrees to amend, supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A- (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
3. Coverage Requirements
A. Workers' Compensation Insurance. Operator shall maintain
Workers' Compensation Insurance, statutory limits, and Employer's
Liability Insurance with limits of at least one million dollars
($1,000,000) each accident for bodily injury by accident and each
employee for bodily injury by disease in accordance with the laws
of the State of California, Section 3700 of the Labor Code.
Operator shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of
City, its officers, agents, employees and volunteers.
B. General Liability Insurance. Operator shall maintain commercial
general liability insurance and, if necessary, umbrella liability
insurance, with coverage at least as broad as provided by
Insurance Services Office form CG 00 01, in an amount not less
than one million dollars ($1,000,000) per occurrence, two million
dollars ($2,000,000) general aggregate. The policy shall cover
liability arising from premises, operations, products -completed
operations, personal and advertising injury, and liability assumed
under an insured contract (including the tort liability of another
assumed in a business contract) with no endorsement or
modification limiting the scope of coverage for liability assumed
under a contract.
SOUTHSIDE TOWING Page 15
C. Automobile Liability Insurance. Operator shall maintain automobile
insurance at least as broad as Insurance Services Office form CA
00 01 covering bodily injury and property damage for all activities of
Operator arising out of or in connection with work to be performed
under this Agreement, including coverage for any owned, hired,
non -owned or rented vehicles, in an amount not less than one
million dollars ($1,000,000) combined single limit each accident.
Operator shall also maintain On -Hook coverage in an amount not
less than five hundred thousand dollars ($500,000).
D. Garagekeepers Legal Liability Insurance. Operator shall maintain
garagekeepers insurance with limits of not less than one million
dollars ($1,000,000.00).
E. Umbrella or Excess Liability Insurance. Operator shall obtain and
maintain an umbrella or excess liability insurance policy with limits
of not less than four million dollars ($4,000,000) that will provide
bodily injury, personal injury and property damage liability coverage
at least as broad as the primary coverages set forth above,
including commercial general liability, automobile liability and
employer's liability. Such policy or policies shall include the
following terms and conditions:
• A drop down feature requiring the policy to respond in the
event that any primary insurance that would otherwise have
applied proves to be uncollectable in whole or in part for any
reason;
• Pay on behalf of wording as opposed to reimbursement;
• Concurrency of effective dates with primary policies;
• Policies shall "follow form" to the underlying primary policies;
and
• Insureds under primary policies shall also be insureds under
the umbrella or excess policies.
4. Other Insurance Requirements. The policies are to contain, or be
endorsed to contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this Agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents,
officials, employees and volunteers or shall specifically allow
Operator or others providing insurance evidence in compliance with
these requirements to waive their right of recovery prior to a loss.
SOUTHSIDE TOWING Page 16
Operator hereby waives its own right of recovery against City, and
shall require similar written express waivers from each of its
subconsultants.
B. Additional Insured Status. All liability policies including general
liability, excess liability, pollution liability, and automobile liability, if
required, shall provide or be endorsed to provide that City and its
officers, officials, employees, and agents shall be included as
insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on
a primary basis and shall not require contribution from any
insurance or self-insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for
which ten (10) calendar days notice is required) or nonrenewal of
coverage for each required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to
the following:
A. Evidence of Insurance. Operator shall provide certificates of
insurance to City as evidence of the insurance coverage required
herein, along with a waiver of subrogation endorsement for
workers' compensation and other endorsements as specified herein
for each coverage. Insurance certificates and endorsement must
be approved by City's Risk Manager prior to commencement of
performance. Current certification of insurance shall be kept on file
with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all
required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any
time during the term of the Agreement to change the amounts and
types of insurance required by giving Operator sixty (60) calendar
days advance written notice of such change. If such change results
in substantial additional cost to Operator, City and Operator may
renegotiate Operator's compensation.
C. Right to Review Subcontracts. Operator agrees that upon request,
all agreements with subcontractors or others with whom Operator
enters into contracts with on behalf of City will be submitted to City
for review. Failure of City to request copies of such agreements will
not impose any liability on City, or its employees.
D. Enforcement of Agreement Provisions. Operator acknowledges
and agrees that any actual or alleged failure on the part of City to
SOUTHSIDE TOWING Page 17
inform Operator of non-compliance with any requirement imposes
no additional obligations on City nor does it waive any rights
hereunder.
E. Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a
limitation on coverage, limits or other requirements, or a waiver of
any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party
or insured to be all inclusive, or to the exclusion of other coverage,
or a waiver of any type.
F. Self-insured Retentions. Any self-insured retentions must be
declared to and approved by City. City reserves the right to require
that self-insured retentions be eliminated, lowered, or replaced by a
deductible. Self-insurance will not be considered to comply with
these requirements unless approved by City.
G. City Remedies for Non -Compliance. If Operator or any sub -
consultant fails to provide and maintain insurance as required
herein, then City shall have the right but not the obligation, to
purchase such insurance, to terminate this Agreement, or to
suspend Operator's right to proceed until proper evidence of
insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Operator or
reimbursed by Operator upon demand.
H. Timely Notice of Claims. Operator shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result
from Operator's performance under this Contract, and that involve
or may involve coverage under any of the required liability policies.
City assumes no obligation or liability by such notice, but has the
right (but not the duty) to monitor the handling of any such claim or
claims if they are likely to involve City.
I. Operator's Insurance. Operator shall also procure and maintain, at
its own cost and expense, any additional kinds of insurance, which
in its own judgment may be necessary for its proper protection and
prosecution of the work.
SOUTHSIDE TOWING Page 18
Mulvey, Jennifer
Subject: FW: Compliance Alert -Vendor Number FV0000565
From: Newman, Lisa
Sent: Friday, July 30, 20211:58:50 PM
To: Greathouse, Kaitlin
Subject: FW: Compliance Alert -Vendor Number FV0000565
For you
-----Original Message -----
From: Customer Service <customerservice@ebix.com>
Sent: Thursday, July 29, 20215:53 PM
To: Newman, Lisa <Inewman@nbpd.org>; insurance@newportbeachca.gov
Cc: sagar@ebix.com
Subject: Compliance Alert -Vendor Number FV0000565
Warning, External email: The content or attachments contained in this message may be harmful. DO NOT CLICK links or attachments
if you do not recognize the sender.
This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate of insurance
requirements. FV0000565 Southside Towing
Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.
IMPORTANT WARNING and CONFIDENTIALITY NOTICE: This e-mail (and any attachment) is only intended for the use of
the person or entity to which it is addressed, and may contain information that is privileged and confidential. All
recipients, including employees of the City of Newport Beach, are obligated to maintain this communication in a safe,
secure and confidential manner. Unauthorized disclosure or failure to maintain confidentiality is strictly prohibited and
may be a violation of state and/or federal law(s) and carry criminal and/or civil penalties. Additionally, the unauthorized
disclosure or failure to maintain confidentiality this e-mail (and any attachments) by employees of the City of Newport
Beach may be a violation of City of Newport Beach and/or Newport Beach Police Department policies. If you are not the
intended recipient, please immediately notify the sender by return e-mail and delete this message from your computer
without making a copy or distribution.