BPA_249369_Marine_Towing_and_Storage_Agreement_(7).pdf

AGREEMENT

THIS AGREEMENT, (“Agreement”) is made and entered into on the Effective Date set forth in the attached CSP BPA FORM, as applicable (“BPA Form”) by and between the Vendor set forth in the BPA Form (“Contractor” or “Vendor”) and the City of St. Petersburg, Florida, (“City”) (collectively, “Parties”).

WITNESSETH:

NOW, THEREFORE, in consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Contractor Duties. Contractor shall perform the scope of services set forth in Appendix

A of this Agreement (“Scope of Services”) for the City in full and complete accordance with this Agreement. Upon receipt of a purchase order issued by the City to Contractor in accordance with this Agreement (individually, “Purchase Order” and collectively, “Purchase Orders”), Contractor shall furnish the City with the services ordered, to the extent such services are set forth in this Agreement.

2. Agreement Components.

A. The agreement components are the BPA Form, this Agreement, the appendices to this Agreement, Purchase Orders, if any, and the following documents, which are made a part hereof by reference (“Other Documents”):

(i) The City’s Solicitation documents (Invitation for Bid No. 8243 dated

December 23, 2021.) (“Document 1”)

(ii) Questions & Clarifications, if any (“Document 2”)

(iii) Contractor’s Bid No. (“Document 3”)

B. In the event of an inconsistency or conflict between or among the documents referenced in this Agreement, the following order of precedence governs: (i) the BPA Form, (ii) this Agreement, exclusive of its appendices, (iii) the appendices to this Agreement, (iv) Purchase Orders, if any, and (v) the Other Documents. In the event of an inconsistency or conflict between or among the Other Documents, the order of precedence is the order the documents are listed above (e.g. Document 1 governs over Document 2, Document 2 governs over Document 3, etc.).

3. Term. The initial Term of this Agreement commences on the Effective Date and terminates on the End Date set forth in the BPA Form (“Term”), unless this Agreement is earlier terminated as provided for herein. The City reserves the right to extend this Agreement under the same terms and conditions for one (1) two-year period at the end of the initial Term, provided such extension is mutually agreed upon by both Parties in writing.

References in this Agreement to “Term” includes the initial Term and all renewal Terms.

4. Ordering. The City will issue Purchase Orders on an as-needed basis. Nothing contained herein may be construed to obligate the City to issue any Purchase Orders under this Agreement. When ordering, the City will furnish Contractor with a Purchase Order number; name of department; name of person placing the order, date of order; description of services ordered; and any required schedule.

5. Payment.

A. Provided Contractor faithfully performs its obligations contained in this Agreement, the City shall pay Contractor for the services rendered in accordance with the prices for such services set forth in Appendix B of this Agreement (“Services Pricing”); provided, however, that the City is not required to pay Contractor for services unless they conform to the requirements of this Agreement, and further provided that the total amount paid to Contractor pursuant to this Agreement, which is inclusive of any out-of-pocket expenses (including but not limited to transportation, mileage, lodging, and meals) must not exceed the Agreed Amount set forth in the BPA Form (“Agreed Amount”) for the initial Term.

Contractor shall invoice the City for services in accordance with procedures established by the City. The Services Pricing and the Agreed Amount may be increased only in strict accordance with this Agreement.

B. The Services Pricing must remain firm for the initial Term. If the Parties opt to renew this Agreement, any increase in the Services Pricing must be made by mutual agreement between the Parties in writing, provided that Contractor notified the City thirty (30) days prior to expiration of the then-current Term of its intent to increase the Services Pricing. Further, Contractor shall maintain competitive prices for the Term, and such prices must be comparable to those provided to other customers receiving similar services as the City.

6. Indemnification.

A. Contractor shall defend at its expense, pay on behalf of, hold harmless and indemnify the City, its officers, employees, agents, elected and appointed officials and volunteers (collectively, “Indemnified Parties”) from and against any and all claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses and damages (collectively, “Claims”), whether or not a lawsuit is filed, including, but not limited to Claims for damage to property or bodily or personal injuries, including death at any time resulting therefrom, sustained by any persons or entities; and costs, expenses and attorneys’ and experts’ fees at trial and on appeal, which Claims are alleged or claimed to have arisen out of or in connection with, in whole or in part, directly or indirectly:

(i) The performance of this Agreement (including any amendments thereto) by

Contractor, its employees, agents, representatives or subcontractors; or

(ii) The failure of Contractor, its employees, agents, representatives or subcontractors to comply and conform with applicable Laws (as defined herein); or

(iii) Any negligent act or omission of Contractor, its employees, agents, representatives, or subcontractors, whether or not such negligence is claimed to be either solely that of Contractor, its employees, agents, representatives or subcontractors, or to be in conjunction with the claimed negligence of others, including that of any of the Indemnified Parties; or

(iv) Any reckless or intentional wrongful act or omission of Contractor, its employees, agents, representatives, or subcontractors; or

(v) Contractor’s failure to maintain, preserve, retain, produce, or protect records in accordance with this Agreement and applicable Laws (including but not limited to Florida laws regarding public records).

B. The provisions of this paragraph are independent of, and will not be limited by, any insurance required to be obtained by Contractor pursuant to this Agreement or otherwise obtained by Contractor, and the provisions of this paragraph survive the expiration or earlier termination of this Agreement with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

7. Insurance.

A. Contractor shall maintain the following types and amounts of insurance throughout the Term of this Agreement at its own expense:

(i) Marine General Liability insurance policy with a limit of at least

$1,000,000 per occurrence. Coverage shall include or be endorsed to include damage to vessels and cargo in the care, custody, and control of the Contractor.

(ii) Commercial Automobile Liability insurance of $1,000,000 combined single limit covering all owned, hired and non-owned vehicles.

(iii) Workers’ Compensation insurance as required by Florida law and

Employers’ Liability Insurance in an amount of at least $100,000 each accident, $100,000 per employee, and $500,000 for all diseases. If any operations are to be undertaken on or about navigable waters, coverage must be included for United States Longshore and Harborworker’s Act Insurance including Jones Act and maintenance and Cure coverage

(iv) Protection and Indemnity insurance with a limit of at least $1,000,000 per occurrence. The policy must be endorsed to cover Crew Coverage, Wreckage Removal, Collision Towers Liability Coverage.

(v) Pollution Liability insurance with a minimum limit of $1,000,000 per occurrence. Coverage shall apply to pollution losses arising from all services performed to comply with this Agreement.

B. All of Contractor’s insurance policies, except Workers’ Compensation, shall name the Indemnified Parties as additional insureds.

C. All policies shall provide that the City will be provided notice at least thirty (30) days prior to any cancellation, reduction or material change in coverage.

D. Contractor shall provide the City with Certificates of Insurance on a standard ACORD form, or similar form acceptable to the City, reflecting all required coverage. At the City’s request, Contractor shall provide copies of current policies with all applicable endorsements.

E. All insurance required shall be on a primary and noncontributory basis and shall be provided by responsible insurers licensed in the State of Florida and rated at least A- in the then current edition of AM Best’s Rating Services, or similar rating agency acceptable to the City.

F. If the insurance carried by the Contractor has broader coverage than required in this

Agreement, then that broader coverage, including but not limited to additional insured requirements, shall be the requirement in this Agreement. If the Contractor’s insurance limits are greater than the minimum limits set forth herein, then the Contractor’s insurance limits shall be the required limits in this Agreement.

G. Contractor hereby waives all subrogation rights of its insurance carriers in favor of the Indemnified Parties. This provision is intended to waive fully, and for the benefit of the Indemnified Parties, any rights or claims which might give rise to a right of subrogation in favor of any insurance carrier.

H. The City reserves the right to change or alter the above insurance requirements as it deems necessary.

8. Notices. Unless and to the extent otherwise provided in this Agreement, all notices, demands, requests for approvals and other communications which are required to be given by either party to the other must be in writing and will be deemed given and delivered on the date delivered in person, upon the expiration of five (5) days following the date mailed by registered or certified mail, postage prepaid, return receipt requested to the address provided below, or upon the date delivered by overnight courier (signature required) to the address provided below.

CITY:

City of St. Petersburg Procurement and Supply Management Department P. O. Box 2842 St. Petersburg, FL 33731 Phone: 727-893-7220 Attention: Procurement & Supply Management

CONTRACTOR:

The address listed for the Vendor in the BPA Form

9. Severability. Should any paragraph or portion of any paragraph of this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such determination will not render void, invalid or unenforceable any other paragraph or portion of this Agreement.

10. Due Authority. Each party to this Agreement that is not an individual represents and warrants to the other party that (i) it is a duly organized, qualified and existing entity authorized to do business under the laws of the State of Florida, and (ii) all appropriate authority exists so as to duly authorize the person executing this Agreement to so execute the same and fully bind the party on whose behalf he or she is executing.

11. Assignment. Contractor shall make no assignment of this Agreement without the prior written consent of the City. Any assignment of this Agreement contrary to this paragraph is void and confers no rights upon the assignee.

12. Termination.

A. This Agreement may be terminated at any time by the City for convenience upon thirty (30) days written notice to Contractor.

B. The City may terminate this Agreement upon written notice to Contractor in the event Contractor defaults on any of the terms and conditions of this Agreement and such failure continues for a period of thirty (30) days following notice from the City specifying the default; provided, however, that the City may immediately terminate this Agreement, without providing Contractor with notice of default or an opportunity to cure, if the City determines that Contractor has failed to comply with any of the terms and conditions of this Agreement related to safety, indemnification or insurance coverage.

C. The City may terminate this Agreement as provided in Florida Statute section

287.135 and 448.095.

D. Termination of this Agreement acts as a termination of the BPA Form, any Purchase Orders issued by the City, and the Other Documents.

13. Governing Law and Venue. The laws of the State of Florida govern this Agreement.

Venue for any action brought in state court must be in Pinellas County, St. Petersburg Division. Venue for any action brought in federal court must be in the Middle District of Florida, Tampa Division, unless a division is created in St. Petersburg or Pinellas County, in which case the action must be brought in that division. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction.

14. Amendment. This Agreement may be amended only if such amendment is approved in writing by the Parties.

15. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, whether oral or written, between them.

16. Compliance with Laws. Contractor shall comply at all times with all federal, state, and local statutes, rules, regulations and ordinances, the federal and state constitutions, and the orders and decrees of lawful authorities having jurisdiction over the matter at issue (collectively, “Laws”), including but not limited to Florida laws regarding public records.

Contractor hereby makes all certifications required under Florida Statute section 287.135.

Contractor shall also comply with all applicable City policies and procedures.

17. Third Party Beneficiary. Notwithstanding anything to the contrary contained in this

Agreement, persons or entities not a party to this Agreement may not claim any benefit hereunder or as third party beneficiaries hereto.

18. No Liens. Contractor shall not suffer any liens to be filed against any City property by reason of any work, labor, services or materials performed at or furnished to City property, to Contractor, or to anyone using City property through or under Contractor. Nothing contained in this Agreement may be construed as a consent on the part of the City to subject City property or any part thereof to any lien or liability under any Laws.

19. No Construction against Preparer of Agreement. This Agreement has been prepared by the City and reviewed by Contractor and its professional advisors. The City, Contractor and Contractor’s professional advisors believe that this Agreement expresses their agreement and that it should not be interpreted in favor of either the City or Contractor or against the City or Contractor merely because of their efforts in preparing it.

20. Use of Name. Subject to the requirements of Florida laws regarding public records, neither party may use the other party’s name in conjunction with any endorsement, sponsorship, or advertisement without the written consent of the named party, except that Contractor may refer to the City in client list.

21. Non-appropriation. The obligations of the City as to any funding required pursuant to this Agreement are limited to an obligation in any given year to budget, appropriate and pay from legally available funds, after monies for essential City services have been budgeted and appropriated, sufficient monies for the funding that is required during that year. Notwithstanding the foregoing, the City is not prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge will be prior and superior to any obligation of the City pursuant to this Agreement.

22. City Consent and Action.

A. For purposes of this Agreement, any required written permission, consent, acceptance, approval, or agreement by the City means the approval of the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless otherwise required to be exercised by City Council pursuant to the City Charter or applicable Laws.

B. For purposes of this Agreement, any right of the City to take any action permitted, allowed, or required by this Agreement may be exercised by the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless otherwise required to be exercised by City Council pursuant to the City Charter or applicable Laws.

23. Captions. Captions are for convenience only and do not control or affect the meaning or construction of any of the provisions of this Agreement.

24. Books and Records. Contractor shall prepare in accordance with generally accepted accounting practice and shall keep, at the address for delivery of notices set forth in this Agreement, accurate books of account. All books and records with respect to this Agreement must be kept by Contractor and must be open to examination or audit by the City for the Term and for the retention periods set forth in the most recent General Records Schedule GS1-SL for State and Local Government Agencies. Nothing herein may be construed to allow destruction of records that may be required to be retained longer by the statutes of the State of Florida.

25. Survival. All obligations and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, including but not limited to those obligations and rights related to indemnification, survive such expiration or earlier termination.

26. Force Majeure. In the event that either party hereto is delayed or hindered in or prevented from the performance required hereunder by reason of acts of God, failure of power, public health emergencies, strikes, lockouts, labor troubles, riots, war, insurrection, or other reason of like nature not the fault of the party (“Permitted Delay”), such party will be excused for the period of time equivalent to the delay caused by such Permitted Delay.

Notwithstanding the foregoing, any extension of time for a Permitted Delay will be conditioned upon the party seeking an extension of time delivering written notice of such Permitted Delay to the other party within ten (10) days of the event causing the Permitted Delay.

27. No Waiver. No provision of this Agreement will be deemed waived by either party unless expressly waived in writing signed by the waiving party. No waiver may be implied by delay or any other act or omission of either party. No waiver by either party of any provision of this Agreement will be deemed a waiver of such provision with respect to any subsequent matter relating to such provision, and the City’s consent respecting any action by Contractor does not constitute a waiver of the requirement for obtaining the City’s consent respecting any subsequent action.

28. Permits and Licenses. Contractor shall obtain any and all necessary permits, licenses, certifications and approvals which may be required by any government agency in connection with Contractor’s performance of this Agreement. Upon request of the City, the Contractor shall provide the City with written evidence of such permits, licenses, certifications and approvals.

29. Successors and Assigns. This Agreement inures to the benefit of and is enforceable by and against the Parties, their heirs, personal representatives, successors, and assigns, including successors by way of reorganization.

30. Subcontract. The hiring or use of outside services or subcontractors in connection with the performance of Contractor’s obligations under this Agreement is not permitted without the prior written approval of the City, which approval may be withheld by the City in its sole and absolute discretion. Contractor shall promptly pay all subcontractors and suppliers.

31. Relationship of Parties. Nothing contained herein may be deemed or construed by the

Parties, or by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the Parties, it being understood and agreed that nothing contained herein, nor any acts of the Parties, may be deemed to create any relationship between the Parties other than the relationship of independent contractors and principals of their own accounts.

32. Contract Adjustments.

A. Either party may propose additions, deletions or modifications to the Scope of Services (“Contract Adjustments”) in whatever manner such party determines to be reasonably necessary for proper compliance with this Agreement. Proposals for Contract Adjustments must be submitted to the non-requesting party in the form agreed to by the Parties. Contract Adjustments must be effectuated through amendments to this Agreement made in accordance with this Agreement.

B. There may be no increase in the Services Pricing or the Agreed Amount on account of any Contract Adjustment made necessary or appropriate as a result of the mismanagement, improper act, or other failure of Contractor or its employees, agents or subcontractors to properly perform their obligations and functions under this Agreement.

C. In the event Contractor proposes a Contract Adjustment and the City does not approve such Contract Adjustment, Contractor will continue to perform the original Scope of Services in accordance with the terms and conditions of this Agreement.

D. Notwithstanding anything to the contrary contained in this Agreement, there may be no increase in the Services Pricing or the Agreed Amount except pursuant to an amendment to this Agreement made in accordance with this Agreement.

33. Warranties. In addition to any other warranties that may exist, Contractor warrants to the

City that the services required to be performed by Contractor pursuant to this Agreement will be performed in a workmanlike manner consistent with industry standards reasonably applicable to the performance of such services.

34. Non-Exclusive Agreement. This Agreement imposes no obligation on the City to utilize

Contractor for all of the work and services of this type, which may be needed during the Term. This is not an exclusive agreement. The City specifically reserves the right to concurrently contract with other companies for similar work and services if it deems such action to be in the City’s best interest.

35. Contractor Personnel. The City reserves the right to require Contractor to replace any persons performing services pursuant to this Agreement, including but not limited to Contractor’s employees and any affiliates’ or subcontractors’ employees, whom the City judges to be incompetent, careless, unsuitable or otherwise objectionable, or whose continued use is deemed contrary to the best interests of the City.

36. Public Records.

A. Contractor shall (i) keep and maintain public records (as defined in Florida’s Public Records law) required by the City to perform the services pursuant to this Agreement; (ii) upon request from the City Clerk’s Office, provide the City (at no cost to the City) with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided under Florida’s Public Records law or other applicable Laws; (iii) ensure that public records in Contractor’s possession that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by applicable Laws for the Term and after the expiration or earlier termination of this Agreement; and (iv) after the expiration or earlier termination of this Agreement, at the City’s request, either transfer, at no cost, to the City all public records in Contractor’s possession within ten (10) days following the City’s request and/or keep and maintain any public records required by the City to perform the services pursuant to this Agreement. If Contractor transfers all public records to the City upon the expiration or earlier termination of this Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon the expiration or earlier termination of this Agreement, Contractor shall meet all applicable requirements for retaining public records in accordance with this Agreement and all applicable Laws. At the City’s request, Contractor shall provide all electronically stored public records to the City in a format approved by the City.

B. IF CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS

TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS AGREEMENT, CONTACT THE CITY

CLERK’S OFFICE (THE CUSTODIAN OF PUBLIC RECORDS)

AT (727) 893-7448, CITY.CLERK@STPETE.ORG, OR 175

FIFTH ST. N., ST. PETERSBURG FL 33701.

C. Nothing contained herein may be construed to affect or limit Contractor’s obligations including but not limited to Contractor’s obligations to comply with all other applicable Laws and to maintain books and records pursuant to this

37. Appendices. Each appendix to this Agreement, including all attachments to each appendix, is an essential part hereof and is attached hereto.

Contractor hereby acknowledges and accepts the terms and conditions contained in this Agreement by clicking “I accept” or similar affirming language in the iSupplier Portal.

00522833 S-04. IDIQ/on-demand services agreement click-to-approve (August 2020)

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Appendix A Scope of Services

1. Definitions

Commercial vessel. The same as defined in F.S. 327.02(8).

Docked. A vessel is or has been secured to a dock for any length of time.

Operator. A person who is in actual physical control of the vessel upon the water or while docking.

Owner. A person who holds legal title of a vessel of a vessel or is the lessee of a vessel.

Retrieval. The recovery of a vessel.

Release. To set free a vessel previously contained in the impound facility and giving the vessel back to the owner/operator.

Redemption. Owners/operators recovering their vessel previously contained in the impound facility and paying all fines, penalties and costs associated with towing and storing the vessel.

Vessel. Every description of watercraft, barge, and airboat used or capable of being used as a means of transportation on water, other than a seaplane or a "documented vessel" as defined in F. S. 327.02(47).

Tow Boat. A small, often open vessel for traveling on water, pulling a vessel or barge along by a rope or chain attached to it.

2. Scope of Work

Contractor shall provide all labor, materials, supervision, tools, equipment, and vehicles necessary for tow and impound vessels at the direction of the St. Petersburg Police Department and the City's Marina. The St. Petersburg Police Department and the City's Marina may direct Contractor to tow and impound a vehicle for various reasons, including but not limited to:

a. The vessel is in violation of Florida Statute 327.4107, Vessels at risk of becoming derelict on waters of this state.

b. The vessel is in violation of Florida State Statute 823.11, Derelict vessels;

relocation or removal; penalty.

c. The vessel is used in violation of City Code Section 7-93, Hazardous vessels or watercraft, or City Code Section 7-94, Abandoned vessels or watercraft.

d. The vessel is creating a navigational hazard.

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e. The vessel is creating an environmental hazard.

f. The vessel’s removal is necessary in the interest of public safety or other emergency reasons.

g. The vessel is evidence or was used in the commission of a criminal act.

h. The vessel was involved in a boating crash and needs to be secured for investigation.

3. Term of Agreement

The initial term of agreement will be for three years with one, two-year renewal period by mutual agreement of the parties.

4. Minimum Qualifications

At a minimum, Contractor must meet the following qualifications:

a. Contractor shall have been in the business of providing marine towing and salvage services as described herein for a minimum of five (5) years.

b. Contractor shall provide evidence of financial stability and viability to fulfill the commitments of this Agreement.

c. Contractor shall have the ability to obtain the minimum insurance requirements set forth in this Agreement.

d. Contractor shall own or have immediate access to the equipment required to provide the services.

e. Contractor shall be able to provide services without the use of subcontractors.

f. Contractor shall possess a U.S. Coast Guard license with the designation

"authorized to engage in commercial assistance, towing, and salvage".

g. Contractor shall have had a U.S. Coast Guard license with the designation “authorized to engage in commercial assistance, towing, and salvage” for a least five (5) years.

h. Contractor shall maintain this U.S. Coast Guard license with the designation

“authorized to engage in commercial assistance, towing, and salvage” at all times, during the term of the Agreement.

i. Contractor shall employ personnel who meet or exceed the City and state licensing requirements. These employees shall have been employed with the Contractor for at least one (1) year prior to proposal submission.

5. Contractor Responsibilities

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At a minimum, Contractor shall provide and meet the following responsibilities:

General

a. Contractor shall provide a single point of contact (Account Manager) to administer the Agreement.

b. Contractor shall maintain Minimum Qualifications as stated in bid for the term of

c. Contractor shall not perform any major repairs or bid for repair work on any vessel in the Contractor's possession as result of this Agreement.

d. Contractor shall provide sufficient staffing to responsively perform the work described herein for the duration Agreement.

e. Contractor shall provide a record of towing and storage of vessels sufficient to fulfill the obligations of this Agreement.

f. Contractor shall provide drivers/boat captains that meet all state and federal laws, requirements, licensing, and certifications.

g. Contractor shall provide access to records of towing and storage of vessels available for inspection by the Marine Unit during normal business hours.

h. Contractor shall provide release of personal property within the vessel to authorized persons, except items installed in or attached to the vessel.

Impound Facility

a. Contractor shall provide a impound facility with the capacity to store at least eight

(8) vessels at any time, in both wet and dry storage.

b. Contractor's impound facility shall be located within the City of St. Petersburg and be compliant with any city, state or federal Laws.

c. Contractor shall provide proof of ownership and/or valid lease agreements for the physical facilities and property. The Contractor must maintain these agreements for the entire term of the Agreement.

d. Contractor shall maintain records for all vessels located in the Contractor's impound facility. The records shall include dates and times the vessel is located in the impound facility.

e. Contractor's impound facility shall be completely encircled by a secure fence that shall prevent entry. The secure fence shall be no less than six (6) feet high, with the Contractor liable for security.

f. Contractor, with prior authorization from the City in each instance, may use a secondary storage facility designated by the St. Petersburg Police Department, A-4

Marine Unit for vessels Contractor determines are most likely to be disposed of.

g. Contractor's impound facility shall be open for the purpose of redemption of the vessel, by the owner/operator, during normal business hours. When the impound facility is closed, the Contractor shall post a sign indicating a telephone number where the Contractor can be reached at all times. When the facility is closed, after receiving a telephone request from the boat owner/operator to open the impound facility to retrieve a vessel, the Contractor shall make all reasonable arrangements to meet with the owner/operator during the next normal business day.

h. Contractor shall provide fence security at its impound facility equal to that of a two-inch mesh chain link industrial weight gauge and compliant with City zoning, legal and codes requirements.

i. Contractor shall provide security and liability insurance for the secure impound facility for damage to any vessel stored at the facility.

j. Contractor shall provide a minimum of one of the following security methods at its impound facility:

(1) A night dispatcher or watchman on duty from sunset to sunrise.

(2) A security dog remains at the facility from sunset to sunrise.

(3) Security cameras or other similar surveillance devices monitor the facility.

(4) A security guard service examines the facility at least once each hour from sunset to sunrise.

k. Contractor shall indicate in its bid submission which security method shall be used for the impound facility.

l. Contractor shall provide access to the City to inspect the impound facility prior to award of the Agreement and at all times during the term of the Agreement.

m. Contractor's property shall have facilities to reasonably protect all seized vessels, in the same condition as at the time of seizure, until retrieval by owner/operator.

n. Contractor shall control, contain, remove, clean, and dispose of hazardous fluids from the impound facility, as needed.

o. Contractor shall post at the impound facility all rates.

p. Contractor shall not release any vessel from impoundment until all applicable fees, penalties and charges for towing and storage of the vessel have been paid.

Fees and Costs

a. Contractor shall be solely responsible for the collection of fees from the owners/operators of the vessels, and the City will in no way be liable for collection

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b. Contractor shall return any funds paid by the City to Contractor pursuant to this Agreement for Contractor's removal and storage of the vessel utilizing the fees Contractor collects from the owner/operator.

Equipment

a. Contractor shall provide tow boats and other necessary equipment that are readily identifiable with the name, and telephone number of towing company prominently displayed on both sides of the boat.

b. Contractor shall provide radio or telephone communications equipment to ensure availability for service calls, 24 hours per day, seven (7) days per week.

c. Contractor shall provide certified divers, lift bags, dewatering pumps and all other necessary equipment to salvage sunk vessels readily available.

d. Contractor shall provide all necessary trailers for removal of vessels from the water, if required.

e. Contractor must have heavy equipment capable of removing vessels from the water, if required.

Towing & Impound Services

a. Contractor shall provide towing service 24 hours per day, seven (7) days per week to its impound facilities.

b. Contractor shall, after completion of such towing or removal, notify the Marine Unit of the tow and storage location.

c. Contractor shall, at the time of impound, obtain signatures of City representative for towing or impounding of a vessel.

d. Contractor shall indicate the make, model, color, description, and registration number of the vessel and note that information in the impound records.

e. If the vessel is redeemed, the Contractor shall issue a detailed signed receipt, showing the Contractor's legal name, to the owner/operator redeeming the vessel at the time of payment, whether requested or not.

f. Contractor shall file and provide the City a complete copy of the current rates for towing services, along with any updates to these rates.

g. The Contractor shall allow vessel entry for removing the vessel with reasonable care on part of the Contractor

i. Contractor shall be liable for any damage to the vessel if such entry is not in accordance with the standard of reasonable care.

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h. Any vessel owner/operator or agent shall have the right to inspect the vessel before accepting its return, and no release or waiver of any kind which would release the Contractor from liability for damages noted by the owner/operator or other legally authorized person at the time of the redemption may be required from any vessel owner/operator, custodian, or agent as a condition of release of the vessel to its owner/operator.

i. Contractor shall not tow or impound any vessel without prior direction and authorization from the Marine Unit.

Vessel Release and Redemption

a. Contractor shall provide release of any vessel to its owner/operator, or the owner's properly designated agent, Monday through Friday, during normal business hours.

b. Contractor shall provide owner/operator of vessels the option to pay and pick up vessels at any authorized impound facility at no additional charge.

Reports

a. Contractor must keep business hours at the impound facilities of 8:00 a.m. to 5:00 p.m., five days a week, for Marine Unit inspection of books and records. The facility must be open to the Marine Unit for inspection at any time, during these hours.

b. If the Contractor is claiming a lien for recovery, towing, or storage services, shall give notice to the registered owner, the insurance company insuring the vessel and to all persons claiming a lien.

c. If Contractor shall provide certified letters to owner/operators and lien holder(s) after the vessel has been impounded for a period of seven (7) days (at no additional charge to City), throughout term of the Agreement.

Sale of Vessels

a. Contractor will not alter, strip, or otherwise use an impounded vessel for any purpose or allow such to occur while the vessel is in possession of the Contractor, until the Contractor obtains legal ownership.

b. Contractor will be allowed to dispose of any vessel under proper legal process, not claimed after a period of 60 days.

c. Contractor may sell a vessel not claimed after a period of 60 days at a public auction for cash. Sales of all vessels by the Contractor are the sole responsibility of the Contractor and must be in full compliance with any and all laws governing such action.

d. Contractor shall send a notice by certified mail, return receipt requested within seven

(7) business days after the date of storage to the registered owner, the insurance company insuring the vessel and all persons of record claiming a lien against the vessel.

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i. The notice shall include, but not limited to, the fact of possession of vessel, that a lien is claimed, that charges have accrued and the amount, that the lien is subject to enforcement pursuant to law, and that the owner or lien holder, if any, has the right to a hearing and that any vessel which remains unclaimed, or the charges for recovery, towing, or storage services remain unpaid, may be sold free of all prior liens after 60 days.

e. Contractor shall give notice of the sale to the person in whose name the vessel is registered and to all persons claiming a lien on the vessel as shown on the records of the Department of Highway Safety and Motor Vehicles or of the corresponding agency in any other state.

f. Contractor shall send notice by certified mail, return receipt requested, to the owner/operator of the vessel and the person having the recorded lien on the vessel at the address shown on the records of the registering agency and shall be mailed not less than 15 days before the date of the sale. If the name and address of the registered owner/operator or the owner of the recorded lien is not found, the Contractor is not required to send a notice.

6. City’s Responsibilities

At a minimum, City shall provide and meet the following responsibilities:

a. City shall provide a single point of contact (City Project Manager) to administer the

b. City Project Manager shall assist with planning, strategy and objectives prior to performance of the Work.

c. City Project Manager shall promptly respond to issues and inquiries so as not to hinder the progress, completion, or compensation for the Work.

d. The City Project Manager shall schedule an initial inspection and review of impound facility within three calendar days of the initial notice to proceed, and within three calendar days of any secondary storage facility added during the term of the Agreement. The inspection and review may be scheduled over multiple days if necessary. Pre-existing deficiencies, as well as expectations and clarifications discussed during the inspection and review shall be noted in writing by the City Project Manager. City Project Manager will schedule a meeting with Contractor to review, discuss and resolve all deficiencies. Notice of final resolution of all deficiencies shall be issued in writing and signed by Contractor and City Project Manager, after which the Contractor shall assume full responsibility for performance.

7. Account Management

Contractor shall provide an Account Manager, who will be readily available during normal business hours to administer the Agreement. Contractor is responsible for notifying the City with any changes in account manager or contact information. Account Manager’s responsibilities shall include, but are not limited to, overseeing all aspects of

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8. Summary of Total Service Charges and Fees

Contractor shall furnish the Procurement and Supply Management Department, when requested, a detailed summary of purchases, charges and fees in electronic spreadsheet format. The summary shall include an itemized description of products and services delivered and dollar amount and quantity of each. Failure to provide this information within seven (7) business days following the request may result in Contractor being found in default.

9. Personnel

Contractor shall assign all key personnel identified in its proposal and this Agreement to complete all of their responsibilities in connection with performance of its obligations.

Contractor shall obtain written approval of the City prior to reassigning any key personnel.

Replacement of key personnel, upon written approval by the City, shall be with personnel of equal or greater ability and qualifications. Contractor’s replacement of key personnel shall not be grounds for an increase in the total Agreement price or extension of the time for completion of the services required. The unauthorized change of key personnel by Contractor shall be considered by the City as a material breach of the Agreement and grounds for termination.

10. Training and Support

Contractor shall provide all job skills training and safety training required for its employees.

Safety training shall instruct employees on the correct and safe use of the safety equipment required and of general safety procedures for the job and materials handling requirements.

11. Non-Performance

a. If Contactor is found in non-performance per the Agreement requirements and responsibilities, and/or fails to satisfactorily remedy or cure non-performance, the Contract Administrator will file a vendor complaint report with the Procurement Department. The Procurement Department will notify the Contractor in writing.

Contractor shall reply in writing within ten (10) business days with detailed corrective action to remedy the non-performance, including Completion Deadline date and time. Follow-up or call-back work to correct such non-performance shall be solely at Contractor’s expense.

b. Project Manager shall conduct inspection immediately after Completion Deadline and advise the Procurement Department in writing regarding satisfactory resolution or of any remaining deficiencies.

c. If Contractor fails to remedy or cure deficiencies identified in a vendor complaint report by the Completion Deadline, the City may deduct the costs from payment of Contractor invoices to obtain service elsewhere.

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d. In the event the Contractor consistently fails to perform per the Agreement requirements, the City may terminate agreement with cause and Contractor may be removed from the bidder’s list for up to a three year period.

12. Service Rendering Facility

a. City reserves the right to inspect the business location and any other business location the Contractor may operate prior to award of a contract and, upon reasonable notice to inspect the business location at any time during the term of this contract.

b. Contractor shall provide access to all testing, storage, operations, and other areas, as requested by the City's representatives.

c. City reserves the right to conduct an on-site inspection of any subcontractor facilities prior to award and during the term of Agreement.

d. Contractor and its subcontractors shall notify the city, in writing, within 30 days of any relocation of it servicing facility.

13. Price Escalation/De-escalation

All prices (“base prices”) shall remain firm for the first 12 months of the agreement term.

After the first 12 months,} Adjustments in prices shall not exceed the U. S. Bureau of Labor Statistics Producer Price Index (“PPI”) percent change for the most recent twelve month period (see http://www.bls.gov/, Producer Price Index, PPI Commodity Multi-Screen Data Search, Total compensation for fuels and related products and power-gasoline, Not Seasonally Adjusted, for either gasoline (WP00571), or #2 Diesel Fuel (WPU057303) as applicable for primary fuel used in Contractors’ vessels. After the initial 12 months, contractor shall submit all requests for price adjustments in writing to the Procurement and Supply Management Director at least 30 days in advance. The request shall include written explanation and detailed supporting documentation for the cause of the price change. Price adjustments shall not be effective prior to written approval by the City.

Approval of the price adjustment will establish a new base price, from which subsequent adjustments will be calculated.

14. Emergency Services

a. Contractor shall provide the city with evening, weekend, and holiday service, as necessary, to cope with any emergency situation which threatens public health and safety, as determined by the City. Contractor shall furnish a 24-hour contact telephone number in the event of such an emergency.

b. Contractor shall provide first-priority services to the city in the event of a hurricane, flood or other natural disaster, as defined by the city.

15. Conditions for Acceptance

Upon completion of all the work and services required by the contract pursuant to the City’s satisfaction and at the City’s sole discretion, the City will authorize payment in

A-10 accordance with the terms set forth herein.

[General Conditions for Services will include orders, invoices, payment, background checks, vendor performance etc]

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Appendix B Services Pricing

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