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Ordinance No. 1284ORDINANCE NO. 1284 AN UNCODIFIED ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON GRANTING A NON-EXCLUSIVE FRANCHISE TOWING SERVICES AGREEMENT TO MR. C’S TOWING OF SOUTH GATE, INC. SECTION 1. Recitals. A. The City of Vernon (City) is a municipal corporation and a chartered city of the State of California organized and existing under its Charter and the Constitution of the State of California. B. The City Council of the City of Vernon is authorized by City Charter Chapter 8.9 to grant a franchise in the City of Vernon to any person, firm, corporation, or other entity and to set terms, conditions, restrictions and limitations by ordinance. C. On October 2, 2012, the City Council of the City of Vernon adopted Ordinance No. 1198 adding Chapter 10.32 (formerly Chapter 4B) to the Vernon Municipal Code to establish a non-consensual franchise towing fee. D. On or about April 14, 2022, the Vernon Police Department issued a Request for Proposals for the City’s Franchise Tow Fee Program. E. After reviewing the proposals, and after a duly noticed public hearing, it was determined that the proposal submitted by Mr. C’s Towing of South Gate, Inc. (Mr. C’s Towing) complies with Chapter 10.32 of the Vernon Municipal Code, and that Mr. C’s Towing has agreed to comply with all provisions of this Chapter. F. The City Council of the City of Vernon desires to grant a non-exclusive police towing franchise to Mr. C’s Towing, subject to the terms and conditions set forth in the Franchise Towing Services Agreement (Franchise Agreement). The franchise shall be for a term of three (3) years, if a written Franchise Agreement has been fully executed by the franchisee and all other requirements of the Franchise Agreement and Chapter 10.32 have been met by the franchisee. THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS: SECTION 2. The City Council of the City of Vernon herby finds and determines that the above recitals are true and correct and are a substantial part of this ordinance. SECTION 3. The City Council of the City of Vernon, pursuant to Chapter 10.32 of the Vernon Municipal Code, hereby approves the Franchise Agreement with Mr. C’s Towing of South Gate, Inc., in substantially the same form attached hereto as Exhibit A. The grant of franchise is based on the certifications that franchisee shall comply with all provisions of Chapter 10.32 and the Franchise Agreement. SECTION 4. The City Council of the City of Vernon hereby authorizes the City Administrator to execute said Agreement for, and on behalf of, the City of Vernon and        the City Clerk is hereby authorized to attest thereto. SECTION 5. The City Council hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Ordinance and the transactions herein approved or authorized, including but not limited to, any non-substantive changes to the Agreement attached herein. SECTION 6. Any ordinance or parts of an ordinance in conflict with this Ordinance are hereby repealed. SECTION 7. Any provision of the Vernon Municipal Code or appendices thereto inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, is repealed or modified to that extent necessary to affect the provisions of this Ordinance. SECTION 8. If any section, subsection, paragraph, sentence, clause, phrase, or portion thereof, of this Ordinance is declared by a court of competent jurisdiction to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, paragraph, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, paragraphs, sentences, clauses, phrases, or portions thereof, be declared invalid or unconstitutional. To this end, the provisions of this Ordinance are declared to be severable. SECTION 9. The City Clerk shall certify the adoption and publish this ordinance as required by law. SECTION 10. This ordinance shall become effective after the thirtieth day following its adoption. APPROVED AND ADOPTED this 2nd day of August, 2022. _____________________ LETICIA LOPEZ, Mayor ATTEST: LISA POPE, City Clerk (seal) APPROVED AS TO FORM: _______________________ ZAYNAH N. MOUSSA, City Attorney Ordinance No. 1284 Page 2 of 43 ___________________        I CERTIFY THAT THE FOREGOING ORDINANCE NO. 1284 was passed and adopted by the City Council of the City of Vernon at the regular meeting on August 2, 2022 by the following vote: AYES: 5 Council Members: Davis, Merlo, Ybarra, Larios, Lopez NOES: 0 ABSENT: 0 ABSTAIN: 0 ________________________________ LISA POPE, City Clerk (seal) Ordinance No. 1284 Page 3 of 43 ___________________        FRANCHISEE TOWING SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND MR. C’S TOWING OF SOUTH GATE, INC. COVER PAGE Franchisee: Mr. C’s Towing of South Gate, Inc. Responsible Principal of Franchisee: Jerry Brown, General Manager Notice Information - Franchisee: Mr. C’s Towing of South Gate, Inc. 4421 Mason Street South Gate, CA 90280 Attention: Jerry Brown, General Manager Phone: (323) 249-0575 Facsimile: (323) 249-4998 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Robert Sousa, Chief of Police Telephone: (323) 583-8811 ext. 114 Facsimile: (323) 826-1483 Commencement Date: Upon the effective date of the City of Vernon ordinance granting franchise to Mr. C’s Towing of South Gate, Inc. Termination Date: Three (3) years after commencement date inclusive. Consideration: Payment is made by Franchisee to City pursuant to Section 3 of this Agreement. Payment is made to Franchisee by City pursuant to Section 5 of this Agreement. Records Retention Period Three (3) years, pursuant to Sections 7 and 15.3 herein Ordinance No. 1284 Page 4 of 43 ___________________        Page 2 of 15 FRANCHISEE TOWING SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND MR. C’S TOWING OF SOUTH GATE, INC. This Agreement is made and entered into by and between the City of Vernon (City), a California charter City and California municipal corporation, and Mr. C’s Towing of South Gate, Inc. (Franchisee), a California corporation with its principal place of business at 4421 Mason Street, South Gate, CA 90280 (Parties) to provide towing services to the City. The Parties agree as follows: RECITALS WHEREAS, Franchisee shall provide police towing services to the City of Vernon as set forth in the City’s Request for Proposal issued on or about April 14, 2022, and titled Request for Proposals Franchise Tow Fee Program, and Franchisee’s proposal to the City (Proposal) dated May 5, 2022, Exhibit A, a copy which is attached to and incorporated into this Agreement by reference. WHEREAS, pursuant to Chapter 10.32 of the Vernon Municipal Code, Franchisee has applied for a Police Towing Franchise (Franchise); and WHEREAS, the City Council has held a public hearing for the purpose of hearing persons in favor of or in opposition to the granting of such Franchise; and WHEREAS, the City Council has determined that Franchisee has demonstrated compliance with Chapter 10.32 of the Vernon Municipal Code and has agreed to comply with all provisions of that Chapter; and WHEREAS, it is required that City and Franchisee enter into a Franchise Towing Services Agreement (Agreement) for Police Towing services in the City of Vernon; and WHEREAS, additional conditions have been imposed upon this grant of Franchise. NOW, THEREFORE, the Parties do hereby agree as follows: Section 1. GRANT OF FRANCHISE. City grants to Franchisee a Police Towing Franchise authorizing Franchisee to engage in the business of Police Towing as set forth in Chapter 10.32 of the Vernon Municipal Code in the City of Vernon and to use the public streets and rights of way for such purpose. This grant is pursuant to the City’s Request for Proposal and to Franchisee’s proposal for the Franchise. Franchisee is subject to Chapter 8.9 of the Charter of the City of Vernon, the terms and conditions specified in Chapter 10.32 et seq., of the Vernon Municipal Code, the terms and conditions specified in all related resolutions, the terms and conditions of this Agreement, and the representations and assurances in Franchisee’s application for the Franchise. Ordinance No. 1284 Page 5 of 43 ___________________        Page 3 of 15 Section 2. TERM OF FRANCHISE. The term of this Franchise granted to Franchisee shall be for three (3) years, commencing upon the effective date of the City of Vernon ordinance granting the Franchise (the Effective Date) through the date that is three (3) years from the Effective Date, inclusive. Section 3. FRANCHISE FEES. 3.1 During the term of the Franchise, Franchisee shall pay a franchise fee to City in an amount equal to 5% of Franchisee’s gross annual receipts arising from the use, operation or possession of the Franchise, which fees shall be assessed from the date on which the ordinance granting this Franchise became effective and in accordance with Section 10.32.080 of the Vernon Municipal Code and any Resolution adopted by the City Council and in such other amounts as are set forth in any subsequent resolutions that may be adopted by the City Council at any time during the term of the Agreement. 3.2 The Franchisee shall file with the City Clerk of the City, within three (3) months after the expiration of the calendar year, or fractional calendar year, following the date of the granting of this franchise, and within three (3) months after the expiration of each calendar year thereafter, a verified statement showing in detail the total gross receipts for the Franchisee derived during the preceding calendar year, or such fractional calendar year, from the provision of official police towing services within the limits of the City. The Franchisee shall pay to the City within fifteen (15) days after the time for filing said statement, in lawful money of the United States, the aforesaid percentage of its gross receipt for the calendar year, or fractional calendar year, covered by said statement. Any neglect, omission or refusal by Franchisee to file said verified statement, or to pay said percentage at the times or in the manner hereinbefore provided, shall constitute grounds for the declaration of forfeiture of this Franchise and of all rights of Franchisee hereunder pursuant to the procedures set forth in Sections 11 and 12 herein. However, Franchisee has the ability to cure. Further, the City is responsible for insuring that Franchisee has the appropriate financial institution information for electronic transfer of the franchise fee in a timely manner. Any delays caused by incorrect financial institution information shall not constitute grounds for the declaration of a forfeiture of this Franchise. 3.3 Franchisee shall timely pay all required franchise fees to: City of Vernon Attention: Finance Director 4305 Santa Fe Avenue Vernon, CA 90058 Each payment shall be accompanied by a written statement, verified by the Franchisee or a duly authorized representative of the Franchise, showing in such form and detail as the Finance Director of the City of Vernon may prescribe, the calculation of the franchise fee payable by the Franchisee and such other information as the Finance Director may require as material to a determination of the amount due. 3.4 The first payment of the franchise fee will be due on October 15, 2022, and payments shall be due monthly thereafter on the 15th day of each month. Ordinance No. 1284 Page 6 of 43 ___________________        Page 4 of 15 3.5 When Franchisee remits franchise fees to the City, such franchise fees shall be deemed timely paid only if delivered or postmarked on or before the due date. If fees are not timely paid, Franchisee shall be subject to suspension or termination of the Franchise pursuant to Section 14 of this Agreement and/or to any other penalties which may be established and assessed by the City, including, but without limitation, late fees assessed at the rate of five percent (5%). Section 4. TOWING SERVICES. 4.1 Franchisee shall provide Police Towing services, as set forth in the City’s Request for Proposals , and which includes, but without limitation, strictly adhering to the eligibility requirements, operating regulations, fees schedules, standards for tow truck equipment, standard rules of operation, response time, inspection, information regarding new or terminated tow truck drivers, tow driver training, and as set forth in Exhibit A which is Franchisee’s response to the City’s Request for Proposals. All services by Franchisee shall comply will all provisions of federal, state and local law and regulation, including, but without limitation Chapter 10.32 of the Vernon Municipal Code. 4.2 Franchisee understands and agrees that, although the City is granting it a franchise as a police towing service, the City may requisition towing services from other service providers as set forth in Section 10.32.120 of the Vernon Municipal Code, or if Franchisee is otherwise unavailable for any reason, in the reasonable discretion of the Vernon Chief of Police and including, but without limitation, suspension or termination of the Franchisee. Section 5. RATES, CHARGES AND PAYMENT. 5.1 The rates and charges for towing and storage in connection with this Franchise shall be established by the City Council. The prevailing rates prescribed by the Southern Division of the California Highway Patrol, the Los Angeles Police Department, and the Los Angeles County Sheriff will be considered when establishing these rates. The rate per impound shall be $175.00 and the storage charge shall be $52.00 per day, until otherwise modified by the City Council. A sign showing the approved rates and charges shall be conspicuously posted in the Franchisee’s tow office and shall be posted in a conspicuous place in the interior of each tow truck operated by Franchisee. Franchisee shall provide vehicle owners the option of payment by MasterCard and Visa. Franchisee must provide for after-hours releases of vehicles, and may collect an after-hour release fee. Any after-hours release fee shall not exceed one half (½) of the impound fee. Section 6. REPORTS. Franchisee shall file a monthly towing report with the Chief of Police along with payment of its monthly franchise fees. The report shall be submitted to: Chief of Police Vernon Police Department 4305 Santa Fe Avenue Vernon, CA 90058 Ordinance No. 1284 Page 7 of 43 ___________________        Page 5 of 15 The report shall include the information required by Section 10.32.100(H) of the Vernon Municipal Code for Franchisee and its subcontractors, certified as true and correct under penalty of perjury by a responsible owner or official of the Franchisee. Section 7. FRANCHISEE’S RECORDS. 7.1 The Franchisee shall maintain accurate and complete books and accounts of all revenues and income arising out of its operations under the Franchise and in a manner, which conforms with generally accepted accounting principles. Franchisee’s books, accounts and records, arising out of or related to its operation under the Franchise, shall at all times be open to inspection, examination and audit by authorized officers, employees and agents of the City. Such records shall be kept at franchisee’s place of business shown in this Agreement for receipt of notices. 7.2 Franchisee shall require its subcontractors, if any, who perform Police Towing services in connection with the Franchise to keep and maintain books of account and other records showing all business transactions conducted by such subcontractors in connection with the Franchise. Franchisee agrees to use its best efforts to avoid duplication of reporting between Franchisee and its subcontractors. Section 8. TOW VEHICLE AND DRIVER, REPORTING, COMPLIANCE, AND IDENTIFICATION. 8.1 Franchisee shall maintain on file with the City, a complete and accurate listing of every vehicle operated by Franchisee for police towing services. Franchisee shall certify, in a form acceptable to City, that every such vehicle conforms with regional and State vehicle emission standards (“emission standards”), and shall provide documentation of compliance on written request of the City. Franchisee understands and agrees that failure to conform with emission standards may result in suspension, termination or non-renewal of a Franchise. 8.2 Every vehicle operated by Franchisee and for Police Towing services in the City shall bear the following identification: Franchisee’s trade name, monogram or insignia, the Franchise vehicle number, together with Franchisee’s telephone number painted upon both sides of the vehicle. All lettering mentioned in this paragraph shall be not less than 2-1/4” in height and not less than 5/6” stroke. The Franchisee agrees to remove the Franchise vehicle number and all other information within 30 calendar days after the Franchise is terminated or the vehicle is sold, transferred or taken out of service. 8.3 Franchisee shall file with the Vernon Police Department, the name, address, date of birth, driver’s license number, and all identification required of any tow unit driver working for Franchisee, whether as an employee or as a contractor, which information shall be filed not later than ten (10) business days following the effective date of employment or engagement. Franchisee shall also notify the Vernon Police Department within ten (10) business days of the following occurrences: the license suspension of any tow unit driver, and the end of employment, or engagement, of any tow unit driver with Franchisee. Ordinance No. 1284 Page 8 of 43 ___________________        Page 6 of 15 Section 9. INDEMNIFICATION OF CITY. 9.1 Franchisee shall indemnify and hold the City harmless from and against any and all loss, damages, liability, claims, suits, costs and expenses, fines, charges or penalties whatsoever, including reasonable attorney’s fees, regardless of the merit or outcome of any such claim or suit, arising from or in any manner related to the services provided or business conducted under Chapter 10.32 of the Vernon Municipal Code or otherwise pursuant to this Agreement. 9.2 Franchisee shall indemnify the City, defend with counsel approved by the City, protect and hold harmless the City, its officers, employees, agents, assigns, and any successor or successors to the City’s interest from and against all claims, actual damages (including but not limited to special and consequential damages), natural resources damage, punitive damages, injuries, costs, response, remediation and removal costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines and charges, penalties and expenses (including, but not limited to, attorneys’ and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against, the City or its officers, employees, agents or the Franchisee arising from or attributable to any repair, remediation, cleanup or detoxification, or preparation and implementation of any removal, remedial, response, or closure or other plan (regardless of whether undertaken due to governmental action) concerning any hazardous substance or hazardous waste at any place where the Franchisee stores or dispose of solid or hazardous waste. The foregoing indemnity is intended to operate as an Agreement pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 United States Code Section 9607, and California Health and Safety Code Section 25364, and any successor provisions, to insure, protect, hold harmless, and indemnify the City from liability. Section 10. INSURANCE. Franchisee shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. The policies shall state that they afford primary coverage. i. Automobile Liability with minimum limits of at least $2,000,000 combined single limit, including owned, hired, and non-owned liability coverage. (1) MCS 90 Endorsement must be attached to the auto liability policy. ii. Garage Keeper Legal Liability insurance with coverage limits of no less than $1,000,000 for damage to a vehicle towed, impounded or otherwise stored by Franchisee. iii. On-Hook Liability insurance with coverage limits of no less than $1,000,000 for damage to any vehicle towed by Franchisee or otherwise connected to any of Franchisee’s tow trucks. iv. Franchisee agrees to subrogate automobile liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Ordinance No. 1284 Page 9 of 43 ___________________        Page 7 of 15 Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. v. General Liability with minimum limits of at least $2,000,000 per occurrence and $2,000,000 aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Franchisee's performance of this Agreement. (1) If Franchisee employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Franchisee may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. (2) Franchisee agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. vi. Franchisee shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. In addition, Franchisee shall require each subcontractor to similarly maintain workers’ compensation insurance in accordance with the laws for California for all of the subcontractor’s employees. Compliance is accomplished in one of the following manners: (1) Provide copy of permissive self-insurance certificate approved by the State of California; or (2) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or (3) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Agreement. Ordinance No. 1284 Page 10 of 43 ___________________        Page 8 of 15 vii. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. viii. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. ix. Prior to commencement of performance, Franchisee shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. x. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Franchisee shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Franchisee by way of set-off or recoupment from sums due to Franchisee, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Franchisee, by way of set-off or recoupment from any sums due to Franchisee. Section 11. TERMINATION AND SUSPENSION. The City may terminate this Agreement, without cause, by giving the Franchisee thirty (30) days written notice of such termination and the effective date thereof. The City may terminate this Agreement, with cause, by giving the Franchisee (10) days written notice of such termination and the effective date thereof. Cancellation for cause shall be at the discretion of the City and shall be, but is not limited to, failure to supply the materials, equipment or service specified within the time allowed or within the terms, conditions or provisions of this agreement. Upon notice of cancellation or suspension, the contract holder shall be given five (5) days’ notice to appear before the Chief of Police or designee to show why the contract should not be revoked, in accordance with Vernon Municipal Code Chapter 10.32.130. The Franchisee may not cancel this Agreement without prior written consent from the Vernon Chief of Police. Section 12. TEMPORARY SUSPENSION. In addition to termination or suspension as set forth in Section 11, above, the Chief of Police may temporarily suspend any Franchisee without a hearing, whenever the continued operation by the Franchisee would constitute a danger to public health, safety, welfare or public morals, including, without limitation, where there is a failure to maintain the minimum levels and standards of liability insurance or claims reserve or failure to keep in full force and effect any applicable licenses or permits required by federal, state, local law, or regulation. The notice of temporary suspension may be personally delivered to the party named and to the address given on the application pursuant to which such Franchise was issued and to the notice address stated herein, if different, or, mailed by registered or certified mail to the party named at the Ordinance No. 1284 Page 11 of 43 ___________________        Page 9 of 15 address given on the application pursuant to which such Franchise was issued and to the notice address stated herein, if different. Notwithstanding other notice provisions of this Agreement, the temporary suspension is effective upon the earlier of either receipt or the expiration of 3 days from the date of mailing. The notice of temporary suspension shall include a notice of the date and time for termination hearing and all other information required by the Vernon Municipal Code. The temporary suspension shall remain effective until the decision on suspension or termination is made unless the suspension is lifted by written notice of the Chief of Police. Section 13. ACCEPTANCE, WAIVER. Franchisee agrees to be bound by and comply with all the requirements of Chapter 10.32 and this Agreement. By entering into this Agreement, Franchisee waives, to the maximum extent permitted by law, Franchisee’s right to challenge the terms of this Agreement and of Chapter 10.32 under federal, state or local law, or under administrative regulation, as such laws and regulations exist as of the date of signing of this Agreement. Section 14. GENERAL TERMS AND CONDITIONS. 14.1 INDEPENDENT STATUS. It is understood that in the performance under this Agreement, Franchisee shall be, and is, an independent operator, and is not an agent, contractor, or employee of City and shall furnish services in its own manner and method. Further, Franchisee has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Franchisee in its business operations. Franchisee shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. 14.2 FRANCHISE NOT AGENT. Franchisee and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise. 14.3 WAIVER. The City’s waiver of any term, condition, breach or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. 14.4 NO ASSIGNMENT. The Franchisee shall not assign or transfer any interest in this Agreement without the express prior written consent and approval of City Council. 14.5 COMPLIANCE WITH LAWS. Franchisee shall comply with all Federal, State, County and City laws, ordinances, resolutions, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. 14.6 ATTORNEY’S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. Ordinance No. 1284 Page 12 of 43 ___________________        Page 10 of 15 14.7 INTERPRETATION. 14.7.1 Applicable Law. This Agreement, and the rights and duties of the parties hereunder (both procedural and substantive), shall be governed and construed according to the laws of the State of California. 14.7.2 Entire Agreement. This Agreement, including any Exhibits attached hereto and any documents explicitly referenced herein, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements (written or oral). 14.7.3 Written Amendment. This Agreement may only be changed by written amendment signed by Franchisee and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect. 14.7.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement. 14.7.5 Choice of Forum. The parties hereby agree that this Agreement is to be enforced in accordance with the laws of the State of California, is entered into and is to be performed in the City of Vernon and that all claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum. 14.7.6 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the order of precedence is as follows: Charter the City of Vernon, the Vernon Municipal Code, the ordinance granting this Franchise, resolutions of the City of Vernon, this Agreement, the City’s Request for Proposals for Official Police Towing Services, and Franchisee’s Response to the City’s Request for Proposals for Official Police Towing Services. 14.8 AUTHORITY OF FRANCHISEE. The Franchisee hereby represents and warrants to the City that the Franchisee has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized. Section 15. ADDITIONAL ASSURANCES. 15.1 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Franchisee certifies and represents that, during the performance of this Agreement, Franchisee and any other parties with whom it may subcontract shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, marital status. Franchisee further certifies that Ordinance No. 1284 Page 13 of 43 ___________________        Page 11 of 15 it will not maintain any segregated facilities. Franchisee further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit B. 15.2 BUSINESS LICENSES. Franchisee shall obtain, and pay any and all costs associated therewith, any Vernon Business License, which may be required by the Vernon Municipal Code and all permits, and licenses applicable to Franchisee’s operations under this Franchise, which are required of Franchisee by any governmental agency. 15.3 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Franchisee’s records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Franchisee is properly entitled under the Agreement or for other purposes relating to the Agreement. The Franchisee shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement. The Franchisee shall maintain all such records in the City of Vernon. If not, the Franchisee shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personal, salaries, private auditors, travel, lodging, meals and overhead. 15.4 CONFLICT. Franchisee hereby represents warrants and certifies that no member, officer or employee of the Franchisee is a director, officer or employee of the City of Vernon, or a member of any of its boards, commissions or committees, except to the extent permitted by law. Section 16. PREVAILING WAGES The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to all City contracts. In addition, the selected tow service companies and/or any subcontractor must be currently registered and qualified (including payment of any required fee) with the State Department of Industrial Relations pursuant to Labor Code section 1725.5 (with limited exceptions for bid purposes only under Labor Code Section 1771.1(a)). This project is subject to compliance monitoring and enforcement by the State Department of Industrial Relations. Section 17. NOTICES. Except as otherwise provided in this Agreement, all notices required by this Agreement or by Chapter 10.32 of the Vernon Municipal Code shall be given by personal service or by deposit in the United States mail, postage pre-paid and return receipt requested, addressed to the parties as follows: Ordinance No. 1284 Page 14 of 43 ___________________        Page 12 of 15 To City: Chief of Police Vernon Police Department 4305 Santa Fe Avenue Vernon, CA 90058 Copies to: Director of Finance City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Franchisee: Mr. C’s Towing of South Gate, Inc. Attention: Jerry Brown, General Manager 4421 Mason Street South Gate, CA 90280 Notice shall be deemed effective on the date personally served or, if mailed, three days the date deposited in the mail. [Signatures Begin on Next Page]. Ordinance No. 1284 Page 15 of 43 ___________________        Page 13 of 15 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date set forth below. City of Vernon, a California charter City and California municipal corporation DATED: _____________________ ____________________________ Carlos Fandino, City Administrator Mr. C’s Towing of South Gate, Inc., a California corporation DATED: ______________________ By: Name: Kurtis McElroy Title: President ATTEST: Lisa Pope, City Clerk By: Name: Jerry Brown Title: General Manager APPROVED AS TO FORM: Zaynah N. Moussa, Interim City Attorney Ordinance No. 1284 Page 16 of 43 ___________________        Page 14 of 15 EXHIBIT A FRANCHISEE'S PROPOSAL Ordinance No. 1284 Page 17 of 43 ___________________        Ordinance No. 1284 Page 18 of 43 ___________________        Ordinance No. 1284 Page 19 of 43 ___________________        Ordinance No. 1284 Page 20 of 43 ___________________        Ordinance No. 1284 Page 21 of 43 ___________________        Ordinance No. 1284 Page 22 of 43 ___________________        Ordinance No. 1284 Page 23 of 43 ___________________        Ordinance No. 1284 Page 24 of 43 ___________________        Ordinance No. 1284 Page 25 of 43 ___________________        Ordinance No. 1284 Page 26 of 43 ___________________        Ordinance No. 1284 Page 27 of 43 ___________________        Ordinance No. 1284 Page 28 of 43 ___________________        Ordinance No. 1284 Page 29 of 43 ___________________        Ordinance No. 1284 Page 30 of 43 ___________________        Ordinance No. 1284 Page 31 of 43 ___________________        Ordinance No. 1284 Page 32 of 43 ___________________        Ordinance No. 1284 Page 33 of 43 ___________________        1BHFIBTCFFOSFEBDUFE Ordinance No. 1284 Page 34 of 43 ___________________        1BHFIBTCFFOSFEBDUFE Ordinance No. 1284 Page 35 of 43 ___________________        1BHFIBTCFFOSFEBDUFE Ordinance No. 1284 Page 36 of 43 ___________________        1BHFIBTCFFOSFEBDUFE Ordinance No. 1284 Page 37 of 43 ___________________        1BHFIBTCFFOSFEBDUFE Ordinance No. 1284 Page 38 of 43 ___________________        Ordinance No. 1284 Page 39 of 43 ___________________        1BHFIBTCFFOSFEBDUFE Ordinance No. 1284 Page 40 of 43 ___________________        Ordinance No. 1284 Page 41 of 43 ___________________        Ordinance No. 1284 Page 42 of 43 ___________________        Page 15 of 15 EXHIBIT B THE EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. Franchisee certifies and represents that, during the performance of this Agreement, the Franchisee and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Franchisee further certifies that it will not maintain any segregated facilities. B. Franchisee agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Franchisee, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. Franchisee agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Franchisee agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. Ordinance No. 1284 Page 43 of 43 ___________________        City Council Agenda Item Report Submitted by: Sandra Dolson Submitting Department: City Clerk Meeting Date: August 2, 2022 SUBJECT Franchise Towing Fee Agreements Recommendation: A. Conduct second reading and adopt Ordinance No. 1284 granting to Mr. C's Towing of South Gate, Inc., a franchise towing services agreement; and B. Conduct second reading and adopt Ordinance No. 1285 granting Towwerks, LLC. (dba Viertel's Central / Northeast Division), a franchise towing services agreement. Background: At the July 19, 2022 Regular City Council meeting, the Vernon City Council introduced and conducted first reading of Ordinance Nos. 1284 and 1285 granting Mr. C's Towing of South Gate, Inc. and Towwerks, LLC. (dba Viertel's Central / Northeast Division) franchise towing services agreements. The ordinance summaries were posted on the City's website on July 20, 2022, and will be published pursuant to legal requirements. Staff requests the City Council conduct second reading and adopt Ordinance Nos. 1284 and 1285. Fiscal Impact: The ordinance summaries will be published pursuant to legal requirements. Adequate funds are available in the Publication/Advertisement Account No. 011.1003.550000. Attachments: 1. Ordinance No. 1284 2. Ordinance No. 1285 3. Ordinance 1284 Proof of Publication 4. Ordinance 1285 Proof of Publication ORDINANCE NO. 1284 AN UNCODIFIED ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON GRANTING A NON-EXCLUSIVE FRANCHISE TOWING SERVICES AGREEMENT TO MR. C’S TOWING OF SOUTH GATE, INC. SECTION 1. Recitals. A. The City of Vernon (City) is a municipal corporation and a chartered city of the State of California organized and existing under its Charter and the Constitution of the State of California. B. The City Council of the City of Vernon is authorized by City Charter Chapter 8.9 to grant a franchise in the City of Vernon to any person, firm, corporation, or other entity and to set terms, conditions, restrictions and limitations by ordinance. C. On October 2, 2012, the City Council of the City of Vernon adopted Ordinance No. 1198 adding Chapter 10.32 (formerly Chapter 4B) to the Vernon Municipal Code to establish a non-consensual franchise towing fee. D. On or about April 14, 2022, the Vernon Police Department issued a Request for Proposals for the City’s Franchise Tow Fee Program. E. After reviewing the proposals, and after a duly noticed public hearing, it was determined that the proposal submitted by Mr. C’s Towing of South Gate, Inc. (Mr. C’s Towing) complies with Chapter 10.32 of the Vernon Municipal Code, and that Mr. C’s Towing has agreed to comply with all provisions of this Chapter. F. The City Council of the City of Vernon desires to grant a non-exclusive police towing franchise to Mr. C’s Towing, subject to the terms and conditions set forth in the Franchise Towing Services Agreement (Franchise Agreement). The franchise shall be for a term of three (3) years, if a written Franchise Agreement has been fully executed by the franchisee and all other requirements of the Franchise Agreement and Chapter 10.32 have been met by the franchisee. THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS: SECTION 2. The City Council of the City of Vernon herby finds and determines that the above recitals are true and correct and are a substantial part of this ordinance. SECTION 3. The City Council of the City of Vernon, pursuant to Chapter 10.32 of the Vernon Municipal Code, hereby approves the Franchise Agreement with Mr. C’s Towing of South Gate, Inc., in substantially the same form attached hereto as Exhibit A. The grant of franchise is based on the certifications that franchisee shall comply with all provisions of Chapter 10.32 and the Franchise Agreement. SECTION 4. The City Council of the City of Vernon hereby authorizes the City Administrator to execute said Agreement for, and on behalf of, the City of Vernon and Ordinance No. 1284 Page 2 of 42 _______________________ the City Clerk is hereby authorized to attest thereto. SECTION 5. The City Council hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Ordinance and the transactions herein approved or authorized, including but not limited to, any non-substantive changes to the Agreement attached herein. SECTION 6. Any ordinance or parts of an ordinance in conflict with this Ordinance are hereby repealed. SECTION 7. Any provision of the Vernon Municipal Code or appendices thereto inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, is repealed or modified to that extent necessary to affect the provisions of this Ordinance. SECTION 8. If any section, subsection, paragraph, sentence, clause, phrase, or portion thereof, of this Ordinance is declared by a court of competent jurisdiction to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, paragraph, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, paragraphs, sentences, clauses, phrases, or portions thereof, be declared invalid or unconstitutional. To this end, the provisions of this Ordinance are declared to be severable. SECTION 9. The City Clerk shall certify the adoption and publish this ordinance as required by law. SECTION 10. This ordinance shall become effective after the thirtieth day following its adoption. APPROVED AND ADOPTED this 2nd day of August, 2022. _____________________ LETICIA LOPEZ, Mayor ATTEST: LISA POPE, City Clerk (seal) APPROVED AS TO FORM: _______________________ ZAYNAH N. MOUSSA, City Attorney FRANCHISEE TOWING SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND MR. C’S TOWING OF SOUTH GATE, INC. COVER PAGE Franchisee: Mr. C’s Towing of South Gate, Inc. Responsible Principal of Franchisee: Jerry Brown, General Manager Notice Information - Franchisee: Mr. C’s Towing of South Gate, Inc. 4421 Mason Street South Gate, CA 90280 Attention: Jerry Brown, General Manager Phone: (323) 249-0575 Facsimile: (323) 249-4998 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Robert Sousa, Chief of Police Telephone: (323) 583-8811 ext. 114 Facsimile: (323) 826-1483 Commencement Date: Upon the effective date of the City of Vernon ordinance granting franchise to Mr. C’s Towing of South Gate, Inc. Termination Date: Three (3) years after commencement date inclusive. Consideration: Payment is made by Franchisee to City pursuant to Section 3 of this Agreement. Payment is made to Franchisee by City pursuant to Section 5 of this Agreement. Records Retention Period Three (3) years, pursuant to Sections 7 and 15.3 herein Ordinance No. 1284 Page 3 of 42 ________________________ Page 2 of 15 FRANCHISEE TOWING SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND MR. C’S TOWING OF SOUTH GATE, INC. This Agreement is made and entered into by and between the City of Vernon (City), a California charter City and California municipal corporation, and Mr. C’s Towing of South Gate, Inc. (Franchisee), a California corporation with its principal place of business at 4421 Mason Street, South Gate, CA 90280 (Parties) to provide towing services to the City. The Parties agree as follows: RECITALS WHEREAS, Franchisee shall provide police towing services to the City of Vernon as set forth in the City’s Request for Proposal issued on or about April 14, 2022, and titled Request for Proposals Franchise Tow Fee Program, and Franchisee’s proposal to the City (Proposal) dated May 5, 2022, Exhibit A, a copy which is attached to and incorporated into this Agreement by reference. WHEREAS, pursuant to Chapter 10.32 of the Vernon Municipal Code, Franchisee has applied for a Police Towing Franchise (Franchise); and WHEREAS, the City Council has held a public hearing for the purpose of hearing persons in favor of or in opposition to the granting of such Franchise; and WHEREAS, the City Council has determined that Franchisee has demonstrated compliance with Chapter 10.32 of the Vernon Municipal Code and has agreed to comply with all provisions of that Chapter; and WHEREAS, it is required that City and Franchisee enter into a Franchise Towing Services Agreement (Agreement) for Police Towing services in the City of Vernon; and WHEREAS, additional conditions have been imposed upon this grant of Franchise. NOW, THEREFORE, the Parties do hereby agree as follows: Section 1. GRANT OF FRANCHISE. City grants to Franchisee a Police Towing Franchise authorizing Franchisee to engage in the business of Police Towing as set forth in Chapter 10.32 of the Vernon Municipal Code in the City of Vernon and to use the public streets and rights of way for such purpose. This grant is pursuant to the City’s Request for Proposal and to Franchisee’s proposal for the Franchise. Franchisee is subject to Chapter 8.9 of the Charter of the City of Vernon, the terms and conditions specified in Chapter 10.32 et seq., of the Vernon Municipal Code, the terms and conditions specified in all related resolutions, the terms and conditions of this Agreement, and the representations and assurances in Franchisee’s application for the Franchise. Ordinance No. 1284 Page 4 of 42 ________________________ Page 3 of 15 Section 2. TERM OF FRANCHISE. The term of this Franchise granted to Franchisee shall be for three (3) years, commencing upon the effective date of the City of Vernon ordinance granting the Franchise (the Effective Date) through the date that is three (3) years from the Effective Date, inclusive. Section 3. FRANCHISE FEES. 3.1 During the term of the Franchise, Franchisee shall pay a franchise fee to City in an amount equal to 5% of Franchisee’s gross annual receipts arising from the use, operation or possession of the Franchise, which fees shall be assessed from the date on which the ordinance granting this Franchise became effective and in accordance with Section 10.32.080 of the Vernon Municipal Code and any Resolution adopted by the City Council and in such other amounts as are set forth in any subsequent resolutions that may be adopted by the City Council at any time during the term of the Agreement. 3.2 The Franchisee shall file with the City Clerk of the City, within three (3) months after the expiration of the calendar year, or fractional calendar year, following the date of the granting of this franchise, and within three (3) months after the expiration of each calendar year thereafter, a verified statement showing in detail the total gross receipts for the Franchisee derived during the preceding calendar year, or such fractional calendar year, from the provision of official police towing services within the limits of the City. The Franchisee shall pay to the City within fifteen (15) days after the time for filing said statement, in lawful money of the United States, the aforesaid percentage of its gross receipt for the calendar year, or fractional calendar year, covered by said statement. Any neglect, omission or refusal by Franchisee to file said verified statement, or to pay said percentage at the times or in the manner hereinbefore provided, shall constitute grounds for the declaration of forfeiture of this Franchise and of all rights of Franchisee hereunder pursuant to the procedures set forth in Sections 11 and 12 herein. However, Franchisee has the ability to cure. Further, the City is responsible for insuring that Franchisee has the appropriate financial institution information for electronic transfer of the franchise fee in a timely manner. Any delays caused by incorrect financial institution information shall not constitute grounds for the declaration of a forfeiture of this Franchise. 3.3 Franchisee shall timely pay all required franchise fees to: City of Vernon Attention: Finance Director 4305 Santa Fe Avenue Vernon, CA 90058 Each payment shall be accompanied by a written statement, verified by the Franchisee or a duly authorized representative of the Franchise, showing in such form and detail as the Finance Director of the City of Vernon may prescribe, the calculation of the franchise fee payable by the Franchisee and such other information as the Finance Director may require as material to a determination of the amount due. 3.4 The first payment of the franchise fee will be due on October 15, 2022, and payments shall be due monthly thereafter on the 15th day of each month. Ordinance No. 1284 Page 5 of 42 ________________________ Page 4 of 15 3.5 When Franchisee remits franchise fees to the City, such franchise fees shall be deemed timely paid only if delivered or postmarked on or before the due date. If fees are not timely paid, Franchisee shall be subject to suspension or termination of the Franchise pursuant to Section 14 of this Agreement and/or to any other penalties which may be established and assessed by the City, including, but without limitation, late fees assessed at the rate of five percent (5%). Section 4. TOWING SERVICES. 4.1 Franchisee shall provide Police Towing services, as set forth in the City’s Request for Proposals , and which includes, but without limitation, strictly adhering to the eligibility requirements, operating regulations, fees schedules, standards for tow truck equipment, standard rules of operation, response time, inspection, information regarding new or terminated tow truck drivers, tow driver training, and as set forth in Exhibit A which is Franchisee’s response to the City’s Request for Proposals. All services by Franchisee shall comply will all provisions of federal, state and local law and regulation, including, but without limitation Chapter 10.32 of the Vernon Municipal Code. 4.2 Franchisee understands and agrees that, although the City is granting it a franchise as a police towing service, the City may requisition towing services from other service providers as set forth in Section 10.32.120 of the Vernon Municipal Code, or if Franchisee is otherwise unavailable for any reason, in the reasonable discretion of the Vernon Chief of Police and including, but without limitation, suspension or termination of the Franchisee. Section 5. RATES, CHARGES AND PAYMENT. 5.1 The rates and charges for towing and storage in connection with this Franchise shall be established by the City Council. The prevailing rates prescribed by the Southern Division of the California Highway Patrol, the Los Angeles Police Department, and the Los Angeles County Sheriff will be considered when establishing these rates. The rate per impound shall be $175.00 and the storage charge shall be $52.00 per day, until otherwise modified by the City Council. A sign showing the approved rates and charges shall be conspicuously posted in the Franchisee’s tow office and shall be posted in a conspicuous place in the interior of each tow truck operated by Franchisee. Franchisee shall provide vehicle owners the option of payment by MasterCard and Visa. Franchisee must provide for after-hours releases of vehicles, and may collect an after-hour release fee. Any after-hours release fee shall not exceed one half (½) of the impound fee. Section 6. REPORTS. Franchisee shall file a monthly towing report with the Chief of Police along with payment of its monthly franchise fees. The report shall be submitted to: Chief of Police Vernon Police Department 4305 Santa Fe Avenue Vernon, CA 90058 Ordinance No. 1284 Page 6 of 42 ________________________ Page 5 of 15 The report shall include the information required by Section 10.32.100(H) of the Vernon Municipal Code for Franchisee and its subcontractors, certified as true and correct under penalty of perjury by a responsible owner or official of the Franchisee. Section 7. FRANCHISEE’S RECORDS. 7.1 The Franchisee shall maintain accurate and complete books and accounts of all revenues and income arising out of its operations under the Franchise and in a manner, which conforms with generally accepted accounting principles. Franchisee’s books, accounts and records, arising out of or related to its operation under the Franchise, shall at all times be open to inspection, examination and audit by authorized officers, employees and agents of the City. Such records shall be kept at franchisee’s place of business shown in this Agreement for receipt of notices. 7.2 Franchisee shall require its subcontractors, if any, who perform Police Towing services in connection with the Franchise to keep and maintain books of account and other records showing all business transactions conducted by such subcontractors in connection with the Franchise. Franchisee agrees to use its best efforts to avoid duplication of reporting between Franchisee and its subcontractors. Section 8. TOW VEHICLE AND DRIVER, REPORTING, COMPLIANCE, AND IDENTIFICATION. 8.1 Franchisee shall maintain on file with the City, a complete and accurate listing of every vehicle operated by Franchisee for police towing services. Franchisee shall certify, in a form acceptable to City, that every such vehicle conforms with regional and State vehicle emission standards (“emission standards”), and shall provide documentation of compliance on written request of the City. Franchisee understands and agrees that failure to conform with emission standards may result in suspension, termination or non-renewal of a Franchise. 8.2 Every vehicle operated by Franchisee and for Police Towing services in the City shall bear the following identification: Franchisee’s trade name, monogram or insignia, the Franchise vehicle number, together with Franchisee’s telephone number painted upon both sides of the vehicle. All lettering mentioned in this paragraph shall be not less than 2-1/4” in height and not less than 5/6” stroke. The Franchisee agrees to remove the Franchise vehicle number and all other information within 30 calendar days after the Franchise is terminated or the vehicle is sold, transferred or taken out of service. 8.3 Franchisee shall file with the Vernon Police Department, the name, address, date of birth, driver’s license number, and all identification required of any tow unit driver working for Franchisee, whether as an employee or as a contractor, which information shall be filed not later than ten (10) business days following the effective date of employment or engagement. Franchisee shall also notify the Vernon Police Department within ten (10) business days of the following occurrences: the license suspension of any tow unit driver, and the end of employment, or engagement, of any tow unit driver with Franchisee. Ordinance No. 1284 Page 7 of 42 ________________________ Page 6 of 15 Section 9. INDEMNIFICATION OF CITY. 9.1 Franchisee shall indemnify and hold the City harmless from and against any and all loss, damages, liability, claims, suits, costs and expenses, fines, charges or penalties whatsoever, including reasonable attorney’s fees, regardless of the merit or outcome of any such claim or suit, arising from or in any manner related to the services provided or business conducted under Chapter 10.32 of the Vernon Municipal Code or otherwise pursuant to this Agreement. 9.2 Franchisee shall indemnify the City, defend with counsel approved by the City, protect and hold harmless the City, its officers, employees, agents, assigns, and any successor or successors to the City’s interest from and against all claims, actual damages (including but not limited to special and consequential damages), natural resources damage, punitive damages, injuries, costs, response, remediation and removal costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines and charges, penalties and expenses (including, but not limited to, attorneys’ and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against, the City or its officers, employees, agents or the Franchisee arising from or attributable to any repair, remediation, cleanup or detoxification, or preparation and implementation of any removal, remedial, response, or closure or other plan (regardless of whether undertaken due to governmental action) concerning any hazardous substance or hazardous waste at any place where the Franchisee stores or dispose of solid or hazardous waste. The foregoing indemnity is intended to operate as an Agreement pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 United States Code Section 9607, and California Health and Safety Code Section 25364, and any successor provisions, to insure, protect, hold harmless, and indemnify the City from liability. Section 10. INSURANCE. Franchisee shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. The policies shall state that they afford primary coverage. i. Automobile Liability with minimum limits of at least $2,000,000 combined single limit, including owned, hired, and non-owned liability coverage. (1) MCS 90 Endorsement must be attached to the auto liability policy. ii. Garage Keeper Legal Liability insurance with coverage limits of no less than $1,000,000 for damage to a vehicle towed, impounded or otherwise stored by Franchisee. iii. On-Hook Liability insurance with coverage limits of no less than $1,000,000 for damage to any vehicle towed by Franchisee or otherwise connected to any of Franchisee’s tow trucks. iv. Franchisee agrees to subrogate automobile liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Ordinance No. 1284 Page 8 of 42 ________________________ Page 7 of 15 Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. v. General Liability with minimum limits of at least $2,000,000 per occurrence and $2,000,000 aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Franchisee's performance of this Agreement. (1) If Franchisee employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Franchisee may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. (2) Franchisee agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. vi. Franchisee shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. In addition, Franchisee shall require each subcontractor to similarly maintain workers’ compensation insurance in accordance with the laws for California for all of the subcontractor’s employees. Compliance is accomplished in one of the following manners: (1) Provide copy of permissive self-insurance certificate approved by the State of California; or (2) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or (3) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Agreement. Ordinance No. 1284 Page 9 of 42 ________________________ Page 8 of 15 vii. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. viii. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. ix. Prior to commencement of performance, Franchisee shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. x. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Franchisee shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Franchisee by way of set-off or recoupment from sums due to Franchisee, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Franchisee, by way of set-off or recoupment from any sums due to Franchisee. Section 11. TERMINATION AND SUSPENSION. The City may terminate this Agreement, without cause, by giving the Franchisee thirty (30) days written notice of such termination and the effective date thereof. The City may terminate this Agreement, with cause, by giving the Franchisee (10) days written notice of such termination and the effective date thereof. Cancellation for cause shall be at the discretion of the City and shall be, but is not limited to, failure to supply the materials, equipment or service specified within the time allowed or within the terms, conditions or provisions of this agreement. Upon notice of cancellation or suspension, the contract holder shall be given five (5) days’ notice to appear before the Chief of Police or designee to show why the contract should not be revoked, in accordance with Vernon Municipal Code Chapter 10.32.130. The Franchisee may not cancel this Agreement without prior written consent from the Vernon Chief of Police. Section 12. TEMPORARY SUSPENSION. In addition to termination or suspension as set forth in Section 11, above, the Chief of Police may temporarily suspend any Franchisee without a hearing, whenever the continued operation by the Franchisee would constitute a danger to public health, safety, welfare or public morals, including, without limitation, where there is a failure to maintain the minimum levels and standards of liability insurance or claims reserve or failure to keep in full force and effect any applicable licenses or permits required by federal, state, local law, or regulation. The notice of temporary suspension may be personally delivered to the party named and to the address given on the application pursuant to which such Franchise was issued and to the notice address stated herein, if different, or, mailed by registered or certified mail to the party named at the Ordinance No. 1284 Page 10 of 42 ________________________ Page 9 of 15 address given on the application pursuant to which such Franchise was issued and to the notice address stated herein, if different. Notwithstanding other notice provisions of this Agreement, the temporary suspension is effective upon the earlier of either receipt or the expiration of 3 days from the date of mailing. The notice of temporary suspension shall include a notice of the date and time for termination hearing and all other information required by the Vernon Municipal Code. The temporary suspension shall remain effective until the decision on suspension or termination is made unless the suspension is lifted by written notice of the Chief of Police. Section 13. ACCEPTANCE, WAIVER. Franchisee agrees to be bound by and comply with all the requirements of Chapter 10.32 and this Agreement. By entering into this Agreement, Franchisee waives, to the maximum extent permitted by law, Franchisee’s right to challenge the terms of this Agreement and of Chapter 10.32 under federal, state or local law, or under administrative regulation, as such laws and regulations exist as of the date of signing of this Agreement. Section 14. GENERAL TERMS AND CONDITIONS. 14.1 INDEPENDENT STATUS. It is understood that in the performance under this Agreement, Franchisee shall be, and is, an independent operator, and is not an agent, contractor, or employee of City and shall furnish services in its own manner and method. Further, Franchisee has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Franchisee in its business operations. Franchisee shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. 14.2 FRANCHISE NOT AGENT. Franchisee and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise. 14.3 WAIVER. The City’s waiver of any term, condition, breach or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. 14.4 NO ASSIGNMENT. The Franchisee shall not assign or transfer any interest in this Agreement without the express prior written consent and approval of City Council. 14.5 COMPLIANCE WITH LAWS. Franchisee shall comply with all Federal, State, County and City laws, ordinances, resolutions, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. 14.6 ATTORNEY’S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. Ordinance No. 1284 Page 11 of 42 ________________________ Page 10 of 15 14.7 INTERPRETATION. 14.7.1 Applicable Law. This Agreement, and the rights and duties of the parties hereunder (both procedural and substantive), shall be governed and construed according to the laws of the State of California. 14.7.2 Entire Agreement. This Agreement, including any Exhibits attached hereto and any documents explicitly referenced herein, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements (written or oral). 14.7.3 Written Amendment. This Agreement may only be changed by written amendment signed by Franchisee and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect. 14.7.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement. 14.7.5 Choice of Forum. The parties hereby agree that this Agreement is to be enforced in accordance with the laws of the State of California, is entered into and is to be performed in the City of Vernon and that all claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum. 14.7.6 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the order of precedence is as follows: Charter the City of Vernon, the Vernon Municipal Code, the ordinance granting this Franchise, resolutions of the City of Vernon, this Agreement, the City’s Request for Proposals for Official Police Towing Services, and Franchisee’s Response to the City’s Request for Proposals for Official Police Towing Services. 14.8 AUTHORITY OF FRANCHISEE. The Franchisee hereby represents and warrants to the City that the Franchisee has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized. Section 15. ADDITIONAL ASSURANCES. 15.1 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Franchisee certifies and represents that, during the performance of this Agreement, Franchisee and any other parties with whom it may subcontract shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, marital status. Franchisee further certifies that Ordinance No. 1284 Page 12 of 42 ________________________ Page 11 of 15 it will not maintain any segregated facilities. Franchisee further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit B. 15.2 BUSINESS LICENSES. Franchisee shall obtain, and pay any and all costs associated therewith, any Vernon Business License, which may be required by the Vernon Municipal Code and all permits, and licenses applicable to Franchisee’s operations under this Franchise, which are required of Franchisee by any governmental agency. 15.3 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Franchisee’s records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Franchisee is properly entitled under the Agreement or for other purposes relating to the Agreement. The Franchisee shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement. The Franchisee shall maintain all such records in the City of Vernon. If not, the Franchisee shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personal, salaries, private auditors, travel, lodging, meals and overhead. 15.4 CONFLICT. Franchisee hereby represents warrants and certifies that no member, officer or employee of the Franchisee is a director, officer or employee of the City of Vernon, or a member of any of its boards, commissions or committees, except to the extent permitted by law. Section 16. PREVAILING WAGES The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to all City contracts. In addition, the selected tow service companies and/or any subcontractor must be currently registered and qualified (including payment of any required fee) with the State Department of Industrial Relations pursuant to Labor Code section 1725.5 (with limited exceptions for bid purposes only under Labor Code Section 1771.1(a)). This project is subject to compliance monitoring and enforcement by the State Department of Industrial Relations. Section 17. NOTICES. Except as otherwise provided in this Agreement, all notices required by this Agreement or by Chapter 10.32 of the Vernon Municipal Code shall be given by personal service or by deposit in the United States mail, postage pre-paid and return receipt requested, addressed to the parties as follows: Ordinance No. 1284 Page 13 of 42 ________________________ Page 12 of 15 To City: Chief of Police Vernon Police Department 4305 Santa Fe Avenue Vernon, CA 90058 Copies to: Director of Finance City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Franchisee: Mr. C’s Towing of South Gate, Inc. Attention: Jerry Brown, General Manager 4421 Mason Street South Gate, CA 90280 Notice shall be deemed effective on the date personally served or, if mailed, three days the date deposited in the mail. [Signatures Begin on Next Page]. Ordinance No. 1284 Page 14 of 42 ________________________ Page 13 of 15 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date set forth below. City of Vernon, a California charter City and California municipal corporation DATED: _____________________ By: ____________________________ Carlos Fandino, City Administrator Mr. C’s Towing of South Gate, Inc., a California corporation DATED: ______________________ By: Name: Kurtis McElroy Title: President ATTEST: Lisa Pope, City Clerk By: Name: Jerry Brown Title: General Manager APPROVED AS TO FORM: Zaynah N. Moussa, Interim City Attorney Ordinance No. 1284 Page 15 of 42 ________________________ Page 14 of 15 EXHIBIT A FRANCHISEE'S PROPOSAL Ordinance No. 1284 Page 16 of 42 ________________________ Ordinance No. 1284 Page 17 of 42 ________________________ Ordinance No. 1284 Page 18 of 42 ________________________ Ordinance No. 1284 Page 19 of 42 ________________________ Ordinance No. 1284 Page 20 of 42 ________________________ Ordinance No. 1284 Page 21 of 42 ________________________ Ordinance No. 1284 Page 22 of 42 ________________________ Ordinance No. 1284 Page 23 of 42 ________________________ Ordinance No. 1284 Page 24 of 42 ________________________ Ordinance No. 1284 Page 25 of 42 ________________________ Ordinance No. 1284 Page 26 of 42 ________________________ Ordinance No. 1284 Page 27 of 42 ________________________ Ordinance No. 1284 Page 28 of 42 ________________________ Ordinance No. 1284 Page 29 of 42 ________________________ Ordinance No. 1284 Page 30 of 42 ________________________ Ordinance No. 1284 Page 31 of 42 ________________________ Ordinance No. 1284 Page 32 of 42 ________________________ Page has been redacted. Ordinance No. 1284 Page 33 of 42 ________________________ Page has been redacted. Ordinance No. 1284 Page 34 of 42 ________________________ Page has been redacted. Ordinance No. 1284 Page 35 of 42 ________________________ Page has been redacted. Ordinance No. 1284 Page 36 of 42 ________________________ Page has been redacted. Ordinance No. 1284 Page 37 of 42 ________________________ Ordinance No. 1284 Page 38 of 42 ________________________ Page has been redacted. Ordinance No. 1284 Page 39 of 42 ________________________ Ordinance No. 1284 Page 40 of 42 ________________________ Ordinance No. 1284 Page 41 of 42 ________________________ Page 15 of 15 EXHIBIT B THE EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. Franchisee certifies and represents that, during the performance of this Agreement, the Franchisee and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Franchisee further certifies that it will not maintain any segregated facilities. B. Franchisee agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Franchisee, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. Franchisee agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Franchisee agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. Ordinance No. 1284 Page 42 of 42 ________________________ ORDINANCE NO. 1285 AN UNCODIFIED ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON GRANTING A NON-EXCLUSIVE FRANCHISE TOWING SERVICES AGREEMENT TO TOWWERKS, LLC. (DBA VIERTEL’S CENTRAL / NORTHEAST DIVISION) SECTION 1. Recitals. A. The City of Vernon (City) is a municipal corporation and a chartered city of the State of California organized and existing under its Charter and the Constitution of the State of California. B. The City Council of the City of Vernon is authorized by City Charter Chapter 8.9 to grant a franchise in the City of Vernon to any person, firm, corporation, or other entity and to set terms, conditions, restrictions and limitations by ordinance. C. On October 2, 2012, the City Council of the City of Vernon adopted Ordinance No. 1198 adding Chapter 10.32 (formerly Chapter 4B) to the Vernon Municipal Code to establish a non-consensual franchise towing fee. D. On or about April 14, 2022, the Vernon Police Department issued a Request for Proposals for the City’s Franchise Tow Fee Program. E. After reviewing the proposals, and after a duly noticed public hearing, it was determined that the proposal submitted by Towwerks, LLC. (dba Viertel’s Central / Northeast Division) (Towwerks) complies with Chapter 10.32 of the Vernon Municipal Code, and that Towwerks has agreed to comply with all provisions of this Chapter. F. The City Council of the City of Vernon desires to grant a non-exclusive police towing franchise to Towwerks, subject to the terms and conditions set forth in the Franchise Towing Services Agreement (Franchise Agreement). The franchise shall be for a term of three (3) years, if a written Franchise Agreement has been fully executed by the franchisee and all other requirements of the Franchise Agreement and Chapter 10.32 have been met by the franchisee. THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS: SECTION 2. The City Council of the City of Vernon herby finds and determines that the above recitals are true and correct and are a substantial part of this ordinance. SECTION 3. The City Council of the City of Vernon, pursuant to Chapter 10.32 of the Vernon Municipal Code, hereby approves the Franchise Agreement with Towwerks, LLC. (dba Viertel’s Central / Northeast Division), in substantially the same form attached hereto as Exhibit A. The grant of franchise is based on the certifications that franchisee shall comply with all provisions of Chapter 10.32 and the Franchise Agreement. Ordinance No. 1285 Page 2 of 63 _______________________ SECTION 4. The City Council of the City of Vernon hereby authorizes the City Administrator to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 5. The City Council hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Ordinance and the transactions herein approved or authorized, including but not limited to, any non-substantive changes to the Agreement attached herein. SECTION 6. Any ordinance or parts of an ordinance in conflict with this Ordinance are hereby repealed. SECTION 7. Any provision of the Vernon Municipal Code or appendices thereto inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, is repealed or modified to that extent necessary to affect the provisions of this Ordinance. SECTION 8. If any section, subsection, paragraph, sentence, clause, phrase, or portion thereof, of this Ordinance is declared by a court of competent jurisdiction to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, paragraph, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, paragraphs, sentences, clauses, phrases, or portions thereof, be declared invalid or unconstitutional. To this end, the provisions of this Ordinance are declared to be severable. SECTION 9. The City Clerk shall certify the adoption and publish this ordinance as required by law. SECTION 10. This ordinance shall become effective after the thirtieth day following its adoption. APPROVED AND ADOPTED this 2nd day of August, 2022. ______________________ LETICIA LOPEZ, Mayor ATTEST: LISA POPE, City Clerk (seal) APPROVED AS TO FORM: ______________________ ZAYNAH N. MOUSSA, City Attorney FRANCHISEE TOWING SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND TOWWERKS, LLC. (DBA VIERTEL’S CENTRAL / NORTHEAST DIVISION) COVER PAGE Franchisee: Towwerks, LLC. (dba Viertel’s Central / Northeast Division) Responsible Principal of Franchisee: Randy Steinberg, Owner Notice Information - Franchisee: Towwerks, LLC. (dba Viertel’s Central / Northeast Division) 2010 N. Figueroa Street Los Angeles, CA 90065 Attention: Randy Steinberg, Owner Phone: (213) 687-1003 Facsimile: (323) 544-4866 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Robert Sousa, Chief of Police Telephone: (323) 583-8811 ext. 114 Facsimile: (323) 826-1483 Commencement Date: Upon the effective date of the City of Vernon ordinance granting franchise to Viertel’s Central / Northeast Division Termination Date: Three (3) years after commencement date, inclusive. Consideration: Payment is made by Franchisee to City pursuant to Section 3 of this Agreement. Payment is made to Franchisee by City pursuant to Section 5 of this Agreement. Records Retention Period Three (3) years, pursuant to Sections 7 and 15.3 herein Ordinance No. 1285 Page 3 of 63 ________________________ Page 2 of 15 FRANCHISEE TOWING SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND TOWWERKS, LLC. (DBA VIERTEL’S CENTRAL / NORTHEAST DIVISION) This Agreement is made and entered into by and between the City of Vernon (City), a California charter City and California municipal corporation, and Towwerks, LLC. (dba Viertel’s Central / Northeast Division (Franchisee), a Limited Liability Company with its principal place of business at 2010 N. Figueroa Street, Los Angeles, CA 90065 (Parties) to provide towing services to the City. The Parties agree as follows: RECITALS WHEREAS, Franchisee shall provide police towing services to the City of Vernon as set forth in the City’s Request for Proposal issued on or about April 14, 2022, and titled Request for Proposals Franchise Tow Fee Program, and Franchisee’s proposal to the City (Proposal) dated April 28, 2022, Exhibit A, a copy which is attached to and incorporated into this Agreement, by reference. WHEREAS, pursuant to Chapter 10.32 of the Vernon Municipal Code, Franchisee has applied for a Police Towing Franchise (Franchise); and WHEREAS, the City Council has held a public hearing for the purpose of hearing persons in favor of or in opposition to the granting of such Franchise; and WHEREAS, the City Council has determined that Franchisee has demonstrated compliance with Chapter 10.32 of the Vernon Municipal Code and has agreed to comply with all provisions of that Chapter; and WHEREAS, it is required that City and Franchisee enter into a Franchise Towing Services Agreement (Agreement) for Police Towing services in the City of Vernon; and WHEREAS, additional conditions have been imposed upon this grant of Franchise. NOW, THEREFORE, the Parties do hereby agree as follows: Section 1. GRANT OF FRANCHISE. City grants to Franchisee a Police Towing Franchise authorizing Franchisee to engage in the business of Police Towing as set forth in Chapter 10.32 of the Vernon Municipal Code in the City of Vernon and to use the public streets and rights of way for such purpose. This grant is pursuant to the City’s Request for Proposal and to Franchisee’s proposal for the Franchise. Franchisee is subject to Chapter 8.9 of the Charter of the City of Vernon, the terms and conditions specified in Chapter 10.32 et seq., of the Vernon Municipal Code, the terms and conditions specified in all related resolutions, the terms and conditions of this Agreement, and the representations and assurances in Franchisee’s application for the Franchise. Ordinance No. 1285 Page 4 of 63 ________________________ Page 3 of 15 Section 2. TERM OF FRANCHISE. The term of this Franchise granted to Franchisee shall be for three (3) years, commencing upon the effective date of the City of Vernon ordinance granting the Franchise (the Effective Date) to the date that is three (3) years from the Effective Date, inclusive. Section 3. FRANCHISE FEES. 3.1 During the term of the Franchise, Franchisee shall pay a franchise fee to City in an amount equal to 5% of Franchisee’s gross annual receipts arising from the use, operation or possession of the Franchise, which fees shall be assessed from the date on which the ordinance granting this Franchise became effective and in accordance with Section 10.32.080 of the Vernon Municipal Code and any Resolution adopted by the City Council and in such other amounts as are set forth in any subsequent resolutions that may be adopted by the City Council at any time during the term of the Agreement. 3.2 The Franchisee shall file with the City Clerk of the City, within three (3) months after the expiration of the calendar year, or fractional calendar year, following the date of the granting of this franchise, and within three (3) months after the expiration of each calendar year thereafter, a verified statement showing in detail the total gross receipts for the Franchisee derived during the preceding calendar year, or such fractional calendar year, from the provision of official police towing services within the limits of the City. The Franchisee shall pay to the City within fifteen (15) days after the time for filing said statement, in lawful money of the United States, the aforesaid percentage of its gross receipt for the calendar year, or fractional calendar year, covered by said statement. Any neglect, omission or refusal by Franchisee to file said verified statement, or to pay said percentage at the times or in the manner hereinbefore provided, shall constitute grounds for the declaration of forfeiture of this Franchise and of all rights of Franchisee hereunder pursuant to the procedures set forth in Sections 11 and 12 herein. However, Franchisee has the ability to cure. Further, the City is responsible for insuring that Franchisee has the appropriate financial institution information for electronic transfer of the franchise fee in a timely manner. Any delays caused by incorrect financial institution information shall not constitute grounds for the declaration of a forfeiture of this Franchise. 3.3 Franchisee shall timely pay all required franchise fees to: City of Vernon Attention: Finance Director 4305 Santa Fe Avenue Vernon, CA 90058 Each payment shall be accompanied by a written statement, verified by the Franchisee or a duly authorized representative of the Franchise, showing in such form and detail as the Finance Director of the City of Vernon may prescribe, the calculation of the franchise fee payable by the Franchisee and such other information as the Finance Director may require as material to a determination of the amount due. 3.4 The first payment of the franchise fee will be due on October 15, 2022, and payments shall be due monthly thereafter on the 15th day of each month. 3.5 When Franchisee remits franchise fees to the City, such franchise fees shall be deemed timely paid only if delivered or postmarked on or before the due date. If fees Ordinance No. 1285 Page 5 of 63 ________________________ Page 4 of 15 are not timely paid, Franchisee shall be subject to suspension or termination of the Franchise pursuant to Section 14 of this Agreement and/or to any other penalties which may be established and assessed by the City, including, but without limitation, late fees assessed at the rate of five percent (5%). Section 4. TOWING SERVICES. 4.1 Franchisee shall provide Police Towing services, as set forth in the City’s Request for Proposals, and which includes, but without limitation, strictly adhering to the eligibility requirements, operating regulations, fees schedules, standards for tow truck equipment, standard rules of operation, response time, inspection, information regarding new or terminated tow truck drivers, tow driver training, and as set forth in Exhibit A which is Franchisee’s response to the City’s Request for Proposals. All services by Franchisee shall comply will all provisions of federal, state and local law and regulation, including, but without limitation Chapter 10.32 of the Vernon Municipal Code. 4.2 Franchisee understands and agrees that, although the City is granting it a franchise as a police towing service, the City may requisition towing services from other service providers as set forth in Section 10.32.120 of the Vernon Municipal Code, or if Franchisee is otherwise unavailable for any reason, in the reasonable discretion of the Vernon Chief of Police and including, but without limitation, suspension or termination of the Franchisee. Section 5. RATES, CHARGES AND PAYMENT. 5.1 The rates and charges for towing and storage in connection with this Franchise shall be established by the City Council. The prevailing rates prescribed by the Southern Division of the California Highway Patrol, the Los Angeles Police Department, and the Los Angeles County Sheriff will be considered when establishing these rates. The rate per impound shall be $175.00 and the storage charge shall be $52.00 per day, until otherwise modified by the City Council. A sign showing the approved rates and charges shall be conspicuously posted in the Franchisee’s tow office and shall be posted in a conspicuous place in the interior of each tow truck operated by Franchisee. Franchisee shall provide vehicle owners the option of payment by MasterCard and Visa. Franchisee must provide for after-hours releases of vehicles, and may collect an after-hour release fee. Any after-hours release fee shall not exceed one half (½) of the impound fee . Section 6. REPORTS. Franchisee shall file a monthly towing report with the Chief of Police along with payment of its monthly franchise fees. The report shall be submitted to: Chief of Police Vernon Police Department 4305 Santa Fe Avenue Vernon, CA 90058 The report shall include the information required by Section 10.32.100(H) of the Vernon Municipal Code for Franchisee and its subcontractors, certified as true and correct under penalty of perjury by a responsible owner or official of the Franchisee. Ordinance No. 1285 Page 6 of 63 ________________________ Page 5 of 15 Section 7. FRANCHISEE’S RECORDS. 7.1 The Franchisee shall maintain accurate and complete books and accounts of all revenues and income arising out of its operations under the Franchise and in a manner, which conforms with generally accepted accounting principles. Franchisee’s books, accounts and records, arising out of or related to its operation under the Franchise, shall at all times be open to inspection, examination and audit by authorized officers, employees and agents of the City. Such records shall be kept at franchisee’s place of business shown in this Agreement for receipt of notices. 7.2 Franchisee shall require its subcontractors, if any, who perform Police Towing services in connection with the Franchise to keep and maintain books of account and other records showing all business transactions conducted by such subcontractors in connection with the Franchise. Franchisee agrees to use its best efforts to avoid duplication of reporting between Franchisee and its subcontractors. Section 8. TOW VEHICLE AND DRIVER, REPORTING, COMPLIANCE, AND IDENTIFICATION. 8.1 Franchisee shall maintain on file with the City, a complete and accurate listing of every vehicle operated by Franchisee for police towing services. Franchisee shall certify, in a form acceptable to City, that every such vehicle conforms with regional and State vehicle emission standards (“emission standards”), and shall provide documentation of compliance on written request of the City. Franchisee understands and agrees that failure to conform with emission standards may result in suspension, termination or non-renewal of a Franchise. 8.2 Every vehicle operated by Franchisee and for Police Towing services in the City shall bear the following identification: Franchisee’s trade name, monogram or insignia, the Franchise vehicle number, together with Franchisee’s telephone number painted upon both sides of the vehicle. All lettering mentioned in this paragraph shall be not less than 2-1/4” in height and not less than 5/6” stroke. The Franchisee agrees to remove the Franchise vehicle number and all other information within 30 calendar days after the Franchise is terminated or the vehicle is sold, transferred or taken out of service. 8.3 Franchisee shall file with the Vernon Police Department, the name, address, date of birth, driver’s license number, and all identification required of any tow unit driver working for Franchisee, whether as an employee or as a contractor, which information shall be filed not later than ten (10) business days following the effective date of employment or engagement. Franchisee shall also notify the Vernon Police Department within ten (10) business days of the following occurrences: the license suspension of any tow unit driver, and the end of employment, or engagement, of any tow unit driver with Franchisee. Section 9. INDEMNIFICATION OF CITY. 9.1 Franchisee shall indemnify and hold the City harmless from and against any and all loss, damages, liability, claims, suits, costs and expenses, fines, charges or penalties whatsoever, including reasonable attorney’s fees, regardless of the merit or outcome of any such claim or suit, arising from or in any manner related to the services provided or business conducted under Chapter 10.32 of the Vernon Municipal Code or otherwise pursuant to this Agreement. Ordinance No. 1285 Page 7 of 63 ________________________ Page 6 of 15 9.2 Franchisee shall indemnify the City, defend with counsel approved by the City, protect and hold harmless the City, its officers, employees, agents, assigns, and any successor or successors to the City’s interest from and against all claims, actual damages (including but not limited to special and consequential damages), natural resources damage, punitive damages, injuries, costs, response, remediation and removal costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines and charges, penalties and expenses (including, but not limited to, attorneys’ and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against, the City or its officers, employees, agents or the Franchisee arising from or attributable to any repair, remediation, cleanup or detoxification, or preparation and implementation of any removal, remedial, response, or closure or other plan (regardless of whether undertaken due to governmental action) concerning any hazardous substance or hazardous waste at any place where the Franchisee stores or dispose of solid or hazardous waste. The foregoing indemnity is intended to operate as an Agreement pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 United States Code Section 9607, and California Health and Safety Code Section 25364, and any successor provisions, to insure, protect, hold harmless, and indemnify the City from liability. Section 10. INSURANCE. Franchisee shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. The policies shall state that they afford primary coverage. i.Automobile Liability with minimum limits of at least $2,000,000 combined single limit, including owned, hired, and non-owned liability coverage. (1) MCS 90 Endorsement must be attached to the auto liability policy. ii.Garage Keeper Legal Liability insurance with coverage limits of no less than $1,000,000 for damage to a vehicle towed, impounded or otherwise stored by Franchisee. iii.On-Hook Liability insurance with coverage limits of no less than $1,000,000 for damage to any vehicle towed by Franchisee or otherwise connected to any of Franchisee’s tow trucks. iv.Franchisee agrees to subrogate automobile liability resulting from performance under this agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. v.General Liability with minimum limits of at least $2,000,000 per occurrence and $2,000,000 aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations Ordinance No. 1285 Page 8 of 63 ________________________ Page 7 of 15 and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Franchisee's performance of this Agreement. (1)If Franchisee employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Franchisee may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. (2)Franchisee agrees to subrogate General Liability resulting from performance under this agreement by agreeing to def end, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. vi.Franchisee shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. In addition, Franchisee shall require each subcontractor to similarly maintain workers’ compensation insurance in accordance with the laws for California for all of the subcontractor’s employees. Compliance is accomplished in one of the following manners: (1)Provide copy of permissive self-insurance certificate approved by the State of California; or (2)Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or (3)Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Agreement. vii.Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. viii.Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. ix.Prior to commencement of performance, Franchisee shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its Ordinance No. 1285 Page 9 of 63 ________________________ Page 8 of 15 behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. x.Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Franchisee shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Franchisee by way of set-off or recoupment from sums due to Franchisee, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Franchisee, by way of set-off or recoupment from any sums due to Franchisee. Section 11. TERMINATION AND SUSPENSION. The City may terminate this Agreement, without cause, by giving the Franchisee thirty (30) days written notice of such termination and the effective date thereof. The City may terminate this Agreement, with cause, by giving the Franchisee (10) days written notice of such termination and the effective date thereof. Cancellation for cause shall be at the discretion of the City and shall be, but is not limited to, failure to supply the materials, equipment or service specified within the time allowed or within the terms, conditions or provisions of this agreement. Upon notice of cancellation or suspension, the contract holder shall be given five (5) days’ notice to appear before the Chief of Police or designee to show why the contract should not be revoked, in accordance with Vernon Municipal Code Chapter 10.32.130. The Franchisee may not cancel this Agreement without prior written consent from the Vernon Chief of Police. Section 12. TEMPORARY SUSPENSION. In addition to termination or suspension as set forth in Section 11, above, the Chief of Police may temporarily suspend any Franchisee without a hearing, whenever the continued operation by the Franchisee would constitute a danger to public health, safety, welfare or public morals, including, without limitation, where there is a failure to maintain the minimum levels and standards of liability insurance or claims reserve or failure to keep in full force and effect any applicable licenses or permits required by federal, state, local law, or regulation. T he notice of temporary suspension may be personally delivered to the party named and to the address given on the application pursuant to which such Franchise was issued and to the notice address stated herein, if different, or, mailed by registered or certified mail to the party named at the address given on the application pursuant to which such Franchise was issued and to the notice address stated herein, if different. Notwithstanding other notice provisions of this Agreement, the temporary suspension is effective upon the earlier of either receipt or the expiration of 3 days from the date of mailing. The notice of temporary suspension shall include a notice of the date and time for termination hearing and all other information required by the Vernon Municipal Code. The temporary suspension shall remain effective until the decision on suspension or termination is made unless the suspension is lifted by written notice of the Chief of Police. Ordinance No. 1285 Page 10 of 63 ________________________ Page 9 of 15 Section 13. ACCEPTANCE, WAIVER. Franchisee agrees to be bound by and comply with all the requirements of Chapter 10.32 and this Agreement. By entering into this Agreement, Franchisee waives, to the maximum extent permitted by law, Franchisee’s right to challenge the terms of this Agreement and of Chapter 10.32 under federal, state or local law, or under administrative regulation, as such laws and regulations exist as of the date of signing of this Agreement. Section 14. GENERAL TERMS AND CONDITIONS. 14.1 INDEPENDENT STATUS. It is understood that in the performance under this Agreement, Franchisee shall be, and is, an independent operator, and is not an agent, contractor, or employee of City and shall furnish services in its own manner and method. Further, Franchisee has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Franchisee in its business operations. Franchisee shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. 14.2 FRANCHISE NOT AGENT. Franchisee and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise. 14.3 WAIVER. The City’s waiver of any term, condition, breach or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. 14.4 NO ASSIGNMENT. The Franchisee shall not assign or transfer any interest in this Agreement without the express prior written consent and approval of City Council. 14.5 COMPLIANCE WITH LAWS. Franchisee shall comply with all Federal, State, County and City laws, ordinances, resolutions, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. 14.6 ATTORNEY’S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 14.7 INTERPRETATION. 14.7.1 Applicable Law. This Agreement, and the rights and duties of the parties hereunder (both procedural and substantive), shall be governed and construed according to the laws of the State of California. 14.7.2 Entire Agreement. This Agreement, including any Exhibits attached hereto and any documents explicitly referenced herein, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes Ordinance No. 1285 Page 11 of 63 ________________________ Page 10 of 15 all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements (written or oral). 14.7.3 Written Amendment. This Agreement may only be changed by written amendment signed by Franchisee and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect. 14.7.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement. 14.7.5 Choice of Forum. The parties hereby agree that this Agreement is to be enforced in accordance with the laws of the State of California, is entered into and is to be performed in the City of Vernon and that all claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum. 14.7.6 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the order of precedence is as follows: Charter the City of Vernon, the Vernon Municipal Code, the ordinance granting this Franchise, resolutions of the City of Vernon, this Agreement, the City’s Request for Proposals for Official Police Towing Services, and Franchisee’s Response to the City’s Request for Proposals for Official Police Towing Services. 14.8 AUTHORITY OF FRANCHISEE. The Franchisee hereby represents and warrants to the City that the Franchisee has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized. Section 15. ADDITIONAL ASSURANCES. 15.1 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Franchisee certifies and represents that, during the performance of this Agreement, Franchisee and any other parties with whom it may subcontract shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, marital status. Franchisee further certifies that it will not maintain any segregated facilities. Franchisee further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit B. 15.2 BUSINESS LICENSES. Franchisee shall obtain, and pay any and all costs associated therewith, any Vernon Business License, which may be required by the Vernon Municipal Code and all permits, and licenses applicable to Franchisee’s operations under this Franchise, which are required of Franchisee by any governmental agency. Ordinance No. 1285 Page 12 of 63 ________________________ Page 11 of 15 15.3 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Franchisee’s records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Franchisee is properly entitled under the Agreement or for other purposes relating to the Agreement. The Franchisee shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement. The Franchisee shall maintain all such records in the City of Vernon. If not, the Franchisee shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personal, salaries, private auditors, travel, lodging, meals and overhead. 15.4 CONFLICT. Franchisee hereby represents warrants and certifies that no member, officer or employee of the Franchisee is a director, officer or employee of the City of Vernon, or a member of any of its boards, commissions or committees, except to the extent permitted by law. Section 16. PREVAILING WAGES The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to all City contracts. In addition, the selected tow service companies and/or any subcontractor must be currently registered and qualified (including payment of any required fee) with the State Department of Industrial Relations pursuant to Labor Code section 1725.5 (with limited exceptions for bid purposes only under Labor Code Section 1771.1(a)). This project is subject to compliance monitoring and enforcement by the State Department of Industrial Relations. Section 17. NOTICES. Except as otherwise provided in this Agreement, all notices required by this Agreement or by Chapter 10.32 of the Vernon Municipal Code shall be given by personal service or by deposit in the United States mail, postage pre-paid and return receipt requested, addressed to the parties as follows: To City: Chief of Police Vernon Police Department 4305 Santa Fe Avenue Vernon, CA 90058 Copies to: Director of Finance City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Ordinance No. 1285 Page 13 of 63 ________________________ Page 12 of 15 Franchisee: Towwerks, LLC. (dba Viertel’s Central /Northeast Division) Attention: Randy Steinberg, Managing Member/Owner 2010 N. Figueroa Street Los Angeles, CA 90065 Notice shall be deemed effective on the date personally served or, if mailed, three days the date deposited in the mail. [Signatures Begin on Next Page]. Ordinance No. 1285 Page 14 of 63 ________________________ Page 13 of 15 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date set forth below. City of Vernon, a California charter City and California municipal corporation DATED: ________ _ By:____________________________ Carlos Fandino, City Administrator Towwerks, LLC. (dba Viertel’s Central / Northeast Division), a Limited Liability Company DATED: __________ By: Name: Randy Steinberg Title: Managing Member - Owner ATTEST: Lisa Pope, City Clerk By: Name: Cecilio Nunez Title: General Manger APPROVED AS TO FORM: Zaynah N. Moussa, Interim City Attorney Ordinance No. 1285 Page 15 of 63 ________________________ Page 14 of 15 EXHIBIT A FRANCHISEE'S PROPOSAL Ordinance No. 1285 Page 16 of 63 ________________________ Ordinance No. 1285 Page 17 of 63 ________________________ Ordinance No. 1285 Page 18 of 63 ________________________ Ordinance No. 1285 Page 19 of 63 ________________________ Ordinance No. 1285 Page 20 of 63 ________________________ Ordinance No. 1285 Page 21 of 63 ________________________ Ordinance No. 1285 Page 22 of 63 ________________________ Ordinance No. 1285 Page 23 of 63 ________________________ Ordinance No. 1285 Page 24 of 63 ________________________ Ordinance No. 1285 Page 25 of 63 ________________________ Ordinance No. 1285 Page 26 of 63 ________________________ Ordinance No. 1285 Page 27 of 63 ________________________ Ordinance No. 1285 Page 28 of 63 ________________________ Ordinance No. 1285 Page 29 of 63 ________________________ Ordinance No. 1285 Page 30 of 63 ________________________ Ordinance No. 1285 Page 31 of 63 ________________________ Ordinance No. 1285 Page 32 of 63 ________________________ Ordinance No. 1285 Page 33 of 63 ________________________ Ordinance No. 1285 Page 34 of 63 ________________________ Ordinance No. 1285 Page 35 of 63 ________________________ Ordinance No. 1285 Page 36 of 63 ________________________ Ordinance No. 1285 Page 37 of 63 ________________________ Ordinance No. 1285 Page 38 of 63 ________________________ Ordinance No. 1285 Page 39 of 63 ________________________ Ordinance No. 1285 Page 40 of 63 ________________________ Ordinance No. 1285 Page 41 of 63 ________________________ Ordinance No. 1285 Page 42 of 63 ________________________ Ordinance No. 1285 Page 43 of 63 ________________________ Ordinance No. 1285 Page 44 of 63 ________________________ Ordinance No. 1285 Page 45 of 63 ________________________ Ordinance No. 1285 Page 46 of 63 ________________________ Ordinance No. 1285 Page 47 of 63 ________________________ Ordinance No. 1285 Page 48 of 63 ________________________ Page has been redacted. Ordinance No. 1285 Page 49 of 63 ________________________ Page has been redacted. Ordinance No. 1285 Page 50 of 63 ________________________ Page has been redacted. Ordinance No. 1285 Page 51 of 63 ________________________ Page has been redacted. Ordinance No. 1285 Page 52 of 63 ________________________ Page has been redacted. Ordinance No. 1285 Page 53 of 63 ________________________ Ordinance No. 1285 Page 54 of 63 ________________________ Page has been redacted. Ordinance No. 1285 Page 55 of 63 ________________________ Page has been redacted. Ordinance No. 1285 Page 56 of 63 ________________________ Ordinance No. 1285 Page 57 of 63 ________________________ Ordinance No. 1285 Page 58 of 63 ________________________ Ordinance No. 1285 Page 59 of 63 ________________________ Ordinance No. 1285 Page 60 of 63 ________________________ Ordinance No. 1285 Page 61 of 63 ________________________ Ordinance No. 1285 Page 62 of 63 ________________________ Page 15 of 15 EXHIBIT B THE EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A.Franchisee certifies and represents that, during the performance of this Agreement, the Franchisee and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Franchisee further certifies that it will not maintain any segregated facilities. B.Franchisee agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Franchisee, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C.Franchisee agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D.Franchisee agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E.Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. Ordinance No. 1285 Page 63 of 63 ________________________