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Attachment 1, QQ 126619 Towing & Recovery Services

GENERAL TERMS AND CONDITIONS

1. SCOPE OF WORK: The purpose of this solicitation is to establish a term contract(s) for towing and recovery services of City Vehicles. The resulting contract will establish a ready, “as required” source for towing and recovery services for City fleet assets.

A. The service will commence at the pick-up point and terminate at the dop-off point.

B. The Contractor shall maintain the ability to receive calls from the City seven (7) days per week, twenty-four

(24) hours per day including holidays and inclement weather.

C. The Contractor shall arrive at the location of the vehicle to be towed with necessary towing equipment within one (1) hour of the request for service for calls requiring a medium-duty and heavy-duty wrecker.

D. The primary destination for vehicles to be towed under this contract shall be the Fairfax City Property Yard.

E. The contractor is responsible for providing services seven (7) days per week, twenty-four (24) hours per day including holidays and inclement weather.

i. Any surcharge related to evening calls (defined as 8:01 P.M. – 6:59 A.M.), weekend, or holiday shall be indicated on Attachment 3, Price Submission Form, Line Item 22.

F. The Contractor, operators, drivers, shall be prepared to work during inclement weather to include, but not limited to the following, snow, ice storms, rainstorms, or hail. Upon request by the City, the Contractor shall be required to provide services during these weather events.

G. Driver shall reinstall components that are removed for towing heavy trucks (drive shaft, axles).

H. Driver shall provide absorbent and sweep up loose material in the roadway.

2. BUSINESS LOCATION

A. The Contractor shall maintain a physical operating facility with appropriate equipment to perform services within a thirty (30) mile radius of the designated municipal address at 3410 Pickett Road, Fairfax, VA 22030, throughout the entire longevity of the resulting contract.

3. EQUIPMENT REQUIREMENTS:

A. All light and medium duty vehicles shall be towed with all four (4) wheels off the ground.

B. All equipment used by the Contractor(s) to provide towing and recovery of small vehicles shall be classified as a flatbed or wheel-lift with a standard rubber tow sling and shall meet the minimum standard listed below:

i. No wreckers used shall be less than 11,000 pounds’ gross vehicle weighting rating (GVWR).

ii. All wreckers shall be equipped with the following:

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a. Two (2) safety chains and two (2) tie-down straps for wheel-lift towing. Safety chains shall be high-test grade (4) 5/16 trade size inches. Tie-down straps for wheel lift towing shall be two (2) inch webbing with 8000 lb. per linear inch rating.

b. One (1) recovery chain made of alloy chain grade (8) 5/16 trade size inches.

c. Four-ton boom with two (2) four-ton winches equipped with 100 feet of 3/8” wire rope each (Flat beds are excluded from boom and dual winch requirements).

d. A swage and thimble must be used when the wire rope is terminated with fixed hook.

e. Dollies with securing devices (Flat beds excluded).

f. Flat beds or rollback shall have four (4) safety tie down devices, chain or strap in any combination.

Chain and strap ratings shall be the same as identified as above.

g. Two (2) four-ton snatch blocks four (4) ½ inch pulleys equipped with a locking device.

h. Commercial absorbent (minimum of five (5) gallons) to be used as a quick cover-up for minor fluid spills in crashes.

i. Standard trade tools, i.e. hammers, screwdrivers, wrecking bar, and other related tools.

iii. All equipment used by the Contractor for the towing and recovery of heavy duty/large truck services shall meet the standards listed above as well as the following:

a. 35-ton rotating hydraulic boom with two (2) 35,000 lb. winches equipped with 200 feet of ¾ inch wire rope each.

b. One (1) recovery chain. Recovery chain shall be an alloy chain grade (8) ½ trade size inches or 15,000 lbs. or greater Kevlar recovery sling.

C. Line Items 22-26 of Attachment 3, Price Submission Form require lowboy trailers and tractors with winch capabilities able of moving heavy off-road equipment, such as bulldozers or landfill compactors or vehicles that could not be towed.

D. All Bidders shall include a list of equipment and copies of registration for each vehicle that they propose to use to perform services under the contract. FAILURE TO PROVIDE THIS LIST WILL BE CAUSE FOR REJECTION

OF THE BID.

4. PROFESSIONAL STANDARDS:

A. All Contractors providing towing and recovery services will follow the practices of the Towing and Recovery

Associations of America (TRAA), owner’s manuals and the vehicle manufacturer’s guidelines. Skilled personnel shall perform all services in professional manner.

B. All Contractor vehicles shall display a current Inspection and have current Virginia Registration and shall be properly insured. Contractor’s equipment and operators shall be in compliance with all applicable DMV, State and Federal regulations, including OSHA, regarding the conditions and operations of the requested vehicles.

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C. The name of the company shall be displayed on both sides of all work vehicles.

D. The Contractor shall be responsible for having secured all equipment and materials on their vehicles when in transit to and returning from a work assignment.

E. City will not be responsible for any damage to the Contractor’s vehicles, equipment, tools and supplies as a result of work being performed under this contract.

5. GEOGRAPHIC RESPONSE AREA: The Contractor will be required to provide towing and recovery services throughout Fairfax City, and may be required to respond to other areas within the Washington Metropolitan Area such as Baltimore, MD and Richmond, VA.

6. LICENSING

A. All wrecker operators employed by the Contractor shall be licensed in accordance with the Code of Virginia.

The operator must have the license in his/her possession at all times while performing under this contract.

B. Contractor is required to provide copies of the licenses as well as Commonwealth of Virginia Department of Motor Vehicle records for all operators employed at the time of the bid submission and anticipated to perform under the contract. The City shall be notified of any changes in the operators assigned to the contract.

C. The City reserves the right to request updated copies of CDL licenses and DMV driving records for the

Contractors’ operators, at any time during the period of the contract.

7. PERIOD OF CONTRACT: The initial term of this contract shall begin on December 1, 2026, through November 30, 2029. This contract may be renewed at the expiration of its term by agreement of both parties for two (1) additional one-year periods.

8. RENEWAL OF CONTRACT:

This contract may be renewed by the City for two (2) successive one year periods under the terms and conditions of the original contract except as stated below. Price increases may be negotiated only at the time of renewal. Written notice of the City’s intention to renew shall be given approximately 90 days prior to the expiration date of each contract period.

If the City elects to exercise the option to renew the contract for an additional one-year period, the contract price(s) for the additional one year shall not exceed the contract price(s) of the original contract increased/decreased by more than the percentage increase/decrease of the CPI-U section of the Consumer Price Index of the United States Bureau of Labor Statistics for the latest twelve months for which statistics are available.

If during any subsequent renewal periods, the City elects to exercise the option to renew the contract, the contract price(s) for the subsequent renewal period shall not exceed the contract price(s) of the previous renewal period increased/decreased by more than the percentage increase/decrease of the CPI-U section of the Consumer Price Index of the United States Bureau of Labor Statistics for the latest twelve months for which statistics are available.

9. AWARD: The City will make an award to the lowest responsive and responsible bidder. The City reserves the right to reject any or all bids, in whole or in part, to waive informalities and to delete items prior to making the award, whenever it is deemed in the sole opinion of the City to be in its best interest. The City reserves the right

Page | 4 to make a primary and secondary award. If a secondary contract is awarded, the secondary contractor will be engaged only when the primary contractor cannot respond within the specified contract response time.

10. BID SUBMITTAL:

Sealed bids shall be received and time stamped online through the eVA website, no later than date at time, (Bid Closing”). Bidders are responsible for ensuring its submission prior to Bid Closing. The time a Bid is received shall be determined by the time stamp on the Bid receipt by the time clock on the eVA Sourcing and Contracting website. The City of Fairfax is not responsible for any technical difficulties which may result in the Bidders response not uploading in time, or any responses that are not properly uploaded. The City will not receive any bids in person. Any paper submissions received will be not be considered and will be returned, unopened, to the offeror. Bids received after the Closing date/time shall not be considered.

11. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions, and any litigation with respect thereto shall be brought in the circuit courts of the Commonwealth. The contractor shall comply with all applicable federal, state and local laws, rules and regulations.

12. ANTI-DISCRIMINATION: By submitting their (bids/proposals), (bidders/offerors) certify to the Commonwealth that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and § 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body.

(Code of Virginia, § 2.2-4343.1E).

13. During the performance of this contract, the contractor agrees as follows:

A. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

B. The contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that such contractor is an equal opportunity employer.

C. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section.

D. The requirements of these provisions are a material part of the contract. If the Contractor violates one of these provisions, the City may terminate the affected part of this contract for breach, or at its option, the whole contract.

14. ETHICS IN PUBLIC CONTRACTING: By submitting their bids, bidders certify that their bids are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other bidder, supplier, manufacturer or subcontractor in connection with their bid, and that they have not conferred

Page | 5 on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

15. IMMIGRATION REFORM AND CONTROL ACT OF 1986:

By entering into a written contract with the City of Fairfax, the Contractor certifies that the Contractor does not, and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

16. DEBARMENT STATUS: By participating in this procurement, the vendor certifies that they are not currently debarred by the City of Fairfax from submitting a response for the type of goods and/or services covered by this solicitation. Vendor further certifies that they are not debarred from filling any order or accepting any resulting order, or that they are an agent of any person or entity that is currently debarred by the City of Fairfax.

If a vendor is created or used for the purpose of circumventing a debarment decision against another vendor, the non-debarred vendor will be debarred for the same time period as the debarred vendor.

17. ANTITRUST: By entering into a contract, the contractor conveys, sells, assigns, and transfers to the City of Fairfax all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Commonwealth of Virginia under said contract.

18. CLARIFICATION OF TERMS: If any prospective bidder has questions about the specifications or other solicitation documents, the prospective bidder should contact the Purchasing Agent no later than five working days before the due date. Any revisions to the solicitation will be made only by addendum issued by the Purchasing Agent.

19. PURCHASE ORDER: City purchases are authorized only if the city issues a Purchase Order in advance of the transaction, indicating that the city has sufficient funds to pay for the purchase. If the Contractor provides goods or services without a city purchase order, it does so at its own risk and expense. The city is not liable for payment for any purchases made by its employees that are not authorized by the City Purchasing Agent.

20. PAYMENT:

A. Invoices for items ordered, delivered and accepted shall be submitted by the contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the contract number and/or purchase order number; social security number (for individual contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations).

B. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

21. PRECEDENCE OF TERMS: The following General Terms and Conditions APPLICABLE LAWS AND COURTS, ANTI-

DISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, CLARIFICATION OF TERMS, PAYMENT shall apply in all instances. In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply.

22. QUALIFICATIONS OF OFFERORS: The City of Fairfax may make such reasonable investigations as deemed proper and necessary to determine the ability of the bidder to perform the services/furnish the goods and the bidder shall furnish to the City all such information and data for this purpose as may be requested. The City reserves

Page | 6 the right to inspect bidder’s physical facilities prior to award to satisfy questions regarding the bidder’s capabilities. The City further reserves the right to reject any bid if the evidence submitted by, or investigations of, such bidder fails to satisfy the City that such bidder is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

23. BIDDER INTERESTED IN MORE THAN ONE BID: If more than one bid is offered by a bidder, directly or indirectly, all such bids may be rejected. A bidder who has quoted prices on work, materials, or supplies to a bidder is not disqualified from quoting prices to other bidders or firms submitting a bid directly for the work, materials or supplies.

24. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the contractor in whole or in part without the written consent of the City.

25. CHANGES TO THE CONTRACT:

The parties may agree in writing to modify the terms, conditions, or scope of the contract. Any additional goods or services to be provided shall be of a sort that is ancillary to the contract goods or services, or within the same broad product or service categories as were included in the contract award. Any increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

The City may order changes within the general scope of the contract at any time by written notice to the contractor. If the City decides to issue a notice that requires an adjustment to compensation, the contractor shall be compensated for any additional costs incurred as the result of such order and shall give the City a credit for any savings. Said compensation shall be determined by mutual agreement between the parties in writing

26. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the City, after due oral or written notice, may procure them from other sources and hold the contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the City may have.

27. INDEMNIFICATION: Contractor agrees to indemnify the City, its officers, agents, and employees for any loss, liability, cost, or reasonable settlement cost incurred as a result of any claims, damages and actions of any kind or nature, whether at law or in equity, arising from or caused by the use of any materials, goods, or equipment of any kind or nature furnished by the contractor/any services of any kind or nature furnished by the contractor, provided that such liability is not attributable to the sole negligence of the City or to failure of the City to use the materials, goods, or equipment in the manner already and permanently described by the contractor on the materials, goods or equipment delivered.

28. TAXES: Sales to the City of Fairfax are normally exempt from State sales tax. State sales and use tax certificates of exemption, Form ST-12, will be issued upon request. Deliveries against this contract shall usually be free of Federal excise and transportation taxes. The City’s excise tax exemption registration number is 54-6001266.

29. INSURANCE: By signing and submitting a bid or proposal under this solicitation, the bidder or offeror certifies that if awarded the contract, it will have the following insurance coverage at the time the contract is awarded.

The bidder or offeror further certifies that the contractor and any subcontractors will maintain these insurance coverage during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

30. MINIMUM INSURANCE COVERAGES AND LIMITS:

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A. Workers’ Compensation - Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the Commonwealth of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract.

B. Employer’s Liability - $100,000.

C. Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate. Commercial

General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The City of Fairfax shall be added as an additional insured to the policy by an endorsement.

D. Automobile Liability - $1,000,000 combined single limit.

31. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the City will publicly post such notice on the eVA VBO (www.eva.virginia.gov) for a minimum of 10 days.

32. DRUG-FREE WORKPLACE:

During the performance of this contract, the contractor agrees to (i) provide a drug-free workplace for the contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

33. NONDISCRIMINATION OF CONTRACTORS: A bidder, offeror, or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the bidder or offeror employs ex-offenders unless the City has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

34. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the City shall be bound hereunder only to the extent that the legislature has appropriated funds that are legally available or may hereafter become legally available for the purpose of this agreement.

35. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a http://www.eva.state.va.us/

Page | 8 domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

36. TERMINATION FOR CAUSE

If, through any cause, the Contractor fails to fulfill in a timely and proper manner its obligations under his contract, or if the contractor violates any of the terms and conditions, the City shall have the right to terminate the contract. The Contractor shall be entitled to receive equitable compensation for any satisfactory work completed under the contract.

37. TERMINATION FOR CONVENENIENCE

The City reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the contractor. In the event the initial contract period is for more than 12 months, the resulting contract may also be terminated by the contractor, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

38. NON-LIABILITY: The Contractor shall not be liable in damages for delay in shipment or failure to deliver when such delay or failure is the result of fire, flood, strike, the transportation carrier, act of God, act of Government, act of an alien enemy or by any other circumstances which, in the Purchasing Agent's opinion, are beyond the reasonable control of the Contractor. Under such circumstances, however, the Purchasing Agent may, at their discretion terminate the contract.

39. COOPERATIVE PROCUREMENT: Bidders are advised that the resultant contract(s) may be extended, with the authorization of the Bidder, to other public bodies, or public agencies or institutions of the United States to permit their use of the contract at the same prices and/or discounts and terms and conditions of the resulting contract. If any other public body decides to use the final contract, the Contractor(s) must deal directly with that public body concerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing and payment. The City of Fairfax acts only as the "Contracting Agent" for these public bodies. Failure to extend a contract to any public body will have no effect on consideration of your bid.

It is the Contractors responsibility to notify the public body(s) of the availability of the contract(s). Other public bodies desiring to use this contract must make their own legal determination as to whether the use of this contract is consistent with their laws, regulations, and other policies.

Each public body has the option of executing a separate contract with the Contractor(s). Public bodies may add terms and conditions required by statute, ordinances, and regulations, to the extent that they do not conflict with the contract’s terms and conditions. If, when preparing such a contract, the general terms and conditions of a public body are unacceptable to the Contractor, the Contractor may withdraw its extension of the award to that public body. The City of Fairfax shall not be held liable for any costs or damages incurred by another public body as a result of any award extended to that public body by the Contractor.