Tow Truck Rotation Agreement – Page 6 of 7
5) The lapse or expiration of any of the insurance policies required under this Agreement during the term
of this Agreement and without a renewal insurance policy that satisfies the terms of this Agreement;
6) The Company’s failure to timely respond to a scene under this Agreement; and
7) The Company’s failure to maintain and retain accurate and complete records as required by this
Agreement and applicable law, rule, regulation, or otherwise.
b. The DCSO and the Dispatch Center shall have sole discretion regarding the length of any suspension
imposed upon the Company pursuant to the provisions of this Agreement.
c. The Company shall comply with all of the terms of the suspension (i.e. ceasing particular practices or
conduct, restitution to victims, and fulfillment of court orders) before the Company may be considered for
reinstatement under this Agreement.
d. The Company may appeal a suspension issued by the Dispatch Center under this Agreement pursuant to
Davis County’s written policy regarding tow truck rotation list appeals. For a copy of this policy, please
contact Davis County 911 Center Manager at (801) 451-4157.
14. General Terms and/or Provisions.
a. Indemnification. With respect to any judicial, administrative, or arbitration action, suit, claim,
investigation, or proceeding (“Proceeding”) against Davis County, Davis County’s officers, employees,
agents, consultants, advisors, and other representatives, and each of their heirs, executors, successors, and
assignees (“Davis County Indemnitees”) that arises out of this Agreement or the acts or omissions of the
Company (each, a “Claim”), the Company shall, for the duration of this Agreement and for a period of six
years after the termination of this Agreement, indemnify those Davis County Indemnitees against any
amount awarded in, or paid in settlement of any Proceeding, including interest (“Loss”) and any out-of
pocket expense incurred in defending a Proceeding or in any related investigation or negotiation, including
court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and
disbursements (“Litigation Expense”) (Loss and Litigation Expense means “Indemnifiable Losses”)
arising out of that Proceeding, except to the extent that Davis County negligently or intentionally caused
those Indemnifiable Losses.
b. Independent Contractor. The Service Provider shall perform this Agreement as an independent contractor.
The Service Provider acknowledges that it and its representatives are not employees of Davis County, and,
thus, have no right to and shall not be provided with any Davis County benefits.
c. Conflict of Terms. In the event of any conflict between the terms of this Agreement and any documents
referenced in this Agreement or incorporated into this Agreement by reference, including exhibits or
attachments to this Agreement, this Agreement shall control.
d. Assignment Restricted. Except with the prior written consent of the other party, each party shall not
transfer, including by merger (whether that party is the surviving or disappearing entity), consolidation,
dissolution, or operation of law:
a. Any discretion granted under this Agreement;
b. Any right to satisfy a condition under this Agreement;
c. Any remedy under this Agreement; or
d. Any obligation imposed under this Agreement.
Any purported transfer in violation of this section will be void.
e. Waiver. No waiver of satisfaction of a condition or nonperformance of an obligation under this
Agreement will be effective unless it is in writing and signed by the party granting the waiver.
f. Entire Agreement; Amendment. This Agreement, including all attachments, if any, constitutes the
entire understanding between the parties with respect to the subject matter in this Agreement. Unless
otherwise set forth in this Agreement, this Agreement supersedes all other agreements, whether written
or oral, between the parties with respect to the subject matter in this Agreement. No amendment to
this Agreement will be effective unless it is in writing and signed by both parties.