Agenda — Richmond City Council, January 6, 2026 (part 3 of 5)

January 6, 2025
DocID #45430v1

Library and Community Services

DATE: January 6, 2025
TO: Mayor Martinez and Members of the City Council
FROM:

LaShonda White, Deputy City Manager – Community
Services
Tamara Walker, Deputy Director of
Community Services, Employment and Training Division
Subject:

Contract with LCPtracker for Software Support for Labor Compliance Monitoring System
FINANCIAL IMPACT: The proposed $27,999 expenditure is included within the approved Fiscal Year 2025-2026 Employment and
Training Division budget (Account String: 01251151 -
400201).

PREVIOUS COUNCIL
ACTION:

July 6, 2021
June 24, 2025

STATEMENT OF THE
ISSUE:

The Employment and Training Division of Community
Services is seeking approval of a sole-source contract
with LCPtracker for software/technical support for a web- based labor compliance monitoring system to track
compliance with the City of Richmond's Local
Employment Program Ordinance and Business
Opportunity Ordinance.

RECOMMENDED ACTION:

APPROVE a sole-source contract with LCP Tracker, a
web-based labor compliance monitoring system to track
compliance with City of Richmond’s Local Employment
Program Ordinance and Business Opportunity
Ordinance, for a payment limit of $27,999 with a term
beginning March 5, 2025, and ending March 4, 2026 –
Community Services – Employment & Training (Tamara
Walker 510-307-8006/ LaShonda White 510-620-6828).

AGENDA
REPORT
358

Page 2 of 3 ends

January 6, 2025
DocID #45430v1
DISCUSSION:

The City of Richmond adopted the Local Employment Program Ordinance and the Business Opportunity Ordinance to promote local hiring and participation of small, local, and minority-owned businesses in City-funded projects. To support compliance and transparency, the City utilizes LCPtracker, a cloud-based labor compliance management system.

This system automates certified payroll submission, monitors workforce participation goals, and generates standardized compliance reports required by local, state, and federal agencies. The City has used LCPtracker since 2017 and its web-based platform is currently integrated into the City’s public works and capital improvement project processes.

Employment & Training Division seeks approval to enter into a sole-source contract with LCPtracker, Inc., due to the specialized nature of the software and the company’s established presence in supporting public agencies with labor compliance (Attachment 1). LCPtracker is currently the only vendor offering a platform that fully meets the City’s operational needs and integrates seamlessly with our existing compliance framework.

City staff previously brought a contract renewal with LCPtracker to City Council, which was approved on June 24, 2025. However, the contract was not executed due to after- the-fact changes requested by LCPtracker’s attorneys. City and LCPtracker legal counsel subsequently worked for several months to revise the terms, and the parties have now reached agreement, allowing the contract to proceed to execution.

Continuing with LCPtracker avoid disruption to ongoing projects, preserves historical data, and ensures the City remains audit-ready and eligible for key funding sources, including federal infrastructure and workforce development grants. Consequently, City staff are recommending City Council approve the sole source contract with LCP Tracker, a web-based labor compliance monitoring system, to track compliance with the City of Richmond’s Local Employment Program Ordinance and Business Opportunity Ordinance, for a term from March 5, 2025, through March 4, 2026, with a payment limit not to exceed $27,999 (Attachment 2).

SYNERGISTIC POLICIES:

This action aligns with the City of Richmond’s Local Employment Program Ordinance, Business Opportunity Ordinance, and broader economic development and equity goals.

The use of LCPtracker supports transparent enforcement of local hiring and contracting requirements, strengthens compliance with prevailing wage and federal grant regulations, and reinforces the City’s commitment to inclusive growth and equitable opportunity for Richmond residents and businesses.

359

Page 3 of 3 ends

January 6, 2025
DocID #45430v1
DOCUMENTS ATTACHED:

Attachment 1 – Sole Source LCPtracker
Attachment 2 – LCPtracker Contract 2025

360
Page | 1 Sole Source Form – Rev. May 12, 2016 City of RichmondSole Source JustificationTHIS FORM MUST BE COMPLETED AND APPROVED PRIOR TO ANY PURCHASE_______________________________________________________________________________Contact the Purchasing Division and discuss your rationale before completing this form. If Purchasing can help you make this a competitive purchase, then this form will not be required.Attach this completed/approved form to requisitions when competitive quotes/bids/proposals are not solicited. (Required for requisitions > $3,000)Requested Sole Source Supplier:Company Name: ___________________________ Contact Name: ______________________Address: _______________________________________________________________________City: _________________________ State: _____________ Zip Code: ____________________Phone Number (____) ___________ E-Mail _______________________________________Duration of Contract: ____________________________________Estimated Cost: $ _______________ Funding Source (Account String)_________________Is the product/service IT related? Yes_____No _____ If Yes, please attach the approved IT Authorization FormFor Product: Is the recommended company the manufacturer of the product? Yes_____ No _____For Product: Does the manufacturer sell the item(s) through distributors? Yes_____ No _____Description of Product or Service:Describe the full scope of work or servicecontemplated including installation if required; items should include brand, model and part number if applicable;(if additional space is needed, include them in a separate page)Sole Source Rationale:PLEASE ANSWER ALL THE FOLLOWING QUESTIONS: Explain why the recommended company is the only company that can meet the requirement. Address the following: Are there any other companies who can do this job? What condition (e.g. technological superiority, or performance risks, etc.) exists so that the recommended company has a significant advantage over any other company who can do this job? It is important to sufficiently address the key reason for awarding an order/contract without soliciting competitive bids. The rational must be clear and convincing, avoiding generalities and unsupported conclusions.(if additional space is needed, include them in a separate page) 361
2 | P a g e
Complete the following checklistA specific contractor is the only source of the required item because (check all that apply):The required items are proprietary to the Contractor, and contractor solely transacts (sells) direct to the customer. (There are no dealers or distributors for contractor).The required items are proprietary to the Contractor, and contractor does not sell direct to the customer. Contractor solely distributes the item or service through only one dealer or distributor in the United States. (There are no dealers or distributors for contractor).Note: If item or service is available from more than one source, the item or service may be treated as proprietary, but must be competitively solicited from multiple (two or more) sources.A specific item is needed:To be compatible or interchangeable with existing hardwareAs spare or replacement hardware For the repair or modification of existing hardwareFederal or state grant names vendor as condition of funding. (Attach copy of grant that names vendor)There is a substantial risk in contracting with any other contractor, (e.g., onlyone contractor has been successful to date in implementing a difficult manufacturing process or the services sought). In a brief explanation, provide supporting evidence of why other contractors are considered to be unable to overcome the substantial risk.Continuation of prior Work–Additional item, service or work required, but not known to have been needed when the original order was placed with vendor, and it is not feasible or practicable to contract separately for the additional need.Provide brief explanation and supporting evidence.(if additional space is needed, include them in a separate page) 362
3 | P a g e
I acknowledge the City’s requirements for soliciting competitive quotes/bids for purchases over $3,000.00 and the criteria for justification for Sole Source purchases. I have gathered the required information, have made a concerted effort to review comparable/equal equipment/services (e.g., market research), and further affirm that there is no conflict of interest involved in the selection made.

Department: _________________________________
Requester Name and Title: ____________________________________________________________ Note: Requester must be able to defend this justification.

Date:_____________ Phone: _______________
Department Director (Print) _____________________ (Sign) ________________ Date:__________ --------------------------------------------------------------------------------------------------------------------- Submit completed form to the Purchasing Division (Prior to submission to City Manager) Finance Director:

APPROVED: ____________________ DATE: ___/___/___ NOT APPROVED: ________________ COMMENTS:
____________________________ ______________________________ City Manager City Clerk Attesting to Council Approval (Under $10,000.00) (Over $10,000.00) (Copy of Minutes may be substituted) Note: Richmond Municipal Code Section 2.52.326 Sole Source Procurement requires final approval by the City Manager and/or City Council. Sole Source must be approved by Finance Director, PRIOR to Council Approval.

PROCEDURE
Sole Source purchase/service are exceptions to the normal bidding process and require a detailed justification. In processing Sole Source requests for supplies, services and/or equipment, the Purchasing Division adheres to and is governed by the principles set forth in City of Richmond Municipal Code Section 2.52.326 Sole Source Procurement.

If you are requesting a particular vendor, brand or product, you must make this fact clear on your Sole Source form.

Your request will then be restrictive and non-competitive, and will fall into a sole source category. If the sole source justification is approved, the requisition can be expedited without the normal bidding requirements.

Such a request should not be made unless you are confident that your request is reasonable and appropriately justified to meet the City’s requirements and withstand any possible audit. The City’s requirements and the format for submitting such requests are contained herein. Sole Source form must be signed by authorized department representative(s). The certification will remain on file for audit purposes.

The following factors DO NOT apply to sole source requests and should not be included in your sole source justification. They will not be considered and only tend to confuse the evaluation process.

1. Personal preference for product or vendor.

2. Cost, vendor performance, and local service (these are generally considered award factors in competitive bidding).

3. Features which exceed the minimum department requirements. 6 9 2025
363

CITY OF RICHMOND

STANDARD CONTRACT
Department:

Employment and Training
City Project Manager: Tamara
Walker
City Project Manager E-mail:
[email protected]
City Project Manager Phone No: (510)
207-8009
Vendor No: Contract No:

Description of Services:

Contract with LCPtracker, a cloud-based SaaS solutions for certified payroll, construction site compliance, and workforce reporting.

The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1 . Parties. The parties to this Contract are the City of Richmond, a municipal corporation (“the City”) and the following named Contractor:

Contractor Name: LCPtracker, Inc

Street Address: 117 East Chapman Ave

City, State, Zip Code: Orange, CA 92866
Contact Person: Mary Horne
Telephone:7146690052 Email: [email protected]
Business License No: 40056490
A California corporation, O limited liability corporation O general partnership, O limited partnership, O individual, O non -profit corporation, O individual dba as [specify:] O other [specify:]

2. Term. The effective date of this Contract is March 5, 2025 and terminates March 4 , 2026 unless terminated earlier as set forth herein.

3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $_27,999.00 (“Contract Payment Limit ”) for the chosen Co nstruction Capacity tier unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below, Compensation for work done under this Contract, shall not exceed as follows:

FY __25-26_ total compensation shall not exceed $27,999.00______ FY ________ total compensation shall not exceed $______________ FY ________ total compensation shall not exceed $______________ 364

4. Contractor’s Obligations. Contractor agrees to perform all work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, in accordance with the Service Plan set forth in Exhibit A, attached hereto and incorporated herein.

5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representative and Notices Provisions (Exhibit C), attached hereto and incorporated herein.

7. General Conditions . This Contract is subject to the General Conditions (Exhibit D), which are attached hereto and incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any), which are attached hereto and incorporated herein.

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F), which are attached hereto and incorporated herein.

10. Sanctuary City Compliance Statement. This Contract is subject to the Sanctuary City Compliance Statement (Exhibit G), which is attached hereto and incorporated herein. 365

11. Signatures. These signatures attest the parties' agreement hereto:

CITY OF RICHMOND, a
municipal corporation
By: ___________________________
Title: _________________________
Date Signed: ___________________
I hereby certify that this Contract has
been approved by City Council or the
City Manager.

By: ___________________________
City Clerk
Approved as to form:

By: ____________________________
City Attorney

LCPtracker_______________________
[BUSINESS NAME]
(* The Corporation Chairperson of the Board,
President, or Vice President should sign below)
By: _____________________________
Title: ___________________________
Date Signed: _____________________
(* The Corporation Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant Secretary should
sign below)
By: ____________________________
Title: ___________________________
Date Signed: _____________________
(NOTE: Pursuant to California Corporations Code Section 313, if Contractor is a corporation or nonprofit
organization, this Contract (1) must be signed by (a) the Chairperson of the Boar d, President, or Vice -President and (b) the Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant Secretary)
LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
LCPtracker Master SaaS Agreement Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G

366
Contract No: _________ For the contract between the City of Richmond and LCPtracker

EXHIBIT A

SERVICE PLAN
Contractor shall, to the satisfaction of the Project Manager (set forth in Exhibit B), perform the following services and be compensated as outlined below [or attach service plan if necessary]:

Contractor shall, to the satisfaction of the Employment & Training Dept._, perform the following services and be compensated as outlined below:

The Scope of Work includes, but is not limited to, software, technical support, training of City Staff, end users, and designees as well as the following:
a. Electronic collection of labor compliance related data from contractors and subcontractors, including but not limited to certified payroll reports (CPRs), fringe benefit statements and statements of non-performance.
b. Electronic collection of required information from contractors and subcontractors for local workforce hiring goals, as part of the City's Local Employment Program ordinance as well as other goals defined by the State of California and/or the Department of Labor. c. LCP Tracker will store and maintain all applicable State of California prev ailing wage rates and requirements.
d. LCP Tracker will provide reporting functions delineated by the City including statistically and graphical.

LCPtracker's cloud-based system is an out-of-the-box software allowing clients the ability to configure various application, department, and validation settings within their database. This Saas allows Contractors of all tiers to create and submit certified payroll reports and additional types of documentation to show compliance with Federal and State prevailing wage regulations. As the City of Richmond is already an LCPtracker client, a full implementation will not be necessary; rather a review of the current configuration is recommended in its place. An annual license fee is required and is provided for the tier you have chosen and any additional use must be contracted for by City of Richmond; any optional services, as listed in the RFP response, are additional. 367
Contract No: _________ For the contract between the City of Richmond and LCPtracker

EXHIBIT B

PAYMENT PROVISIONS

Contractor may be required to provide back-up material upon request. c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.

2. SUBMISSION OF INVOICES:

Contractor shall submit timely invoices by email to
[email protected] and/or to the following address:

Attention: City of Richmond Finance/Account Payable
Project Manager Tamara Walker________
P .O. Box 4046
Richmond, CA 94804

3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, Tamara Walker , before payments shall be authorized. a. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest. b. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.

368
Contract No: _________ For the contract between the City of Richmond and LCPtracker

4. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized.

369
Contract No: _________ For the contract between the City of Richmond and LCPtracker

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.

2. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).

3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.

4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at: Tamara Walker

City of Richmond

450 Civic Center Plaza

Richmond, CA 94804

Email: [email protected]

370
Contract No: _________ For the contract between the City of Richmond and LCPtracker

5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:

LCP Tracker

Attn: Mary Horne

117 East Chapman Ave

Orange, CA 92866

Email: [email protected]

371
Contract No: _________ For the contract between the City of Richmond and LCPtracker

EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Contractor except to the extent they are limited by statute, rule or regulation and the express terms of this Contract.

No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor. a. TIME IS OF THE ESSENCE:

Contractor and the City agree that time is of the essence regarding the performance of this Contract.
b. STANDARD OF CARE:

Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City. c. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.

372
Contract No: _________ For the contract between the City of Richmond and LCPtracker

c. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, Contract and disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.

6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic, or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City but only in respect of the City data contained therein. The format of all reports and their design are owned by Contractor as they are common to all of Contractor’s clients. b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data. c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee. City agrees that worker employee personal data is stored by LCPtracker in MS Azure and Rubrik and passes through Cloudflare(protection software) to route to Contractor’s SaaS products. Additionally, user emails and data sent by users may be sent through Office 365. d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.

373
Contract No: _________ For the contract between the City of Richmond and LCPtracker

7. RECORDS:
a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free remote access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.

c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

8. PERMITS AND LICENSES:

Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license, required in connection with the performance of the services and tasks hereunder. The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

9. TERMINATION:
a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.
374
Contract No: _________ For the contract between the City of Richmond and LCPtracker

b. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Exhibit B; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

10. CONFLICT OF INTEREST:

Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

11. HOLD HARMLESS:
a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor . Contractor shall not have any obligations to indemnify Indemnitees to the extent the loss or damage is found to have resulted from the negligence or the willful misconduct of the City or City’s permitted users. The defense and indemnification obligations of this Contract are undertaken subject to the limitation of liability provisions in the Master SaaS Agreement contained in this Contract at Exhibit E.

Contractor retains all of its defenses at law and in equity.

375
Contract No: _________ For the contract between the City of Richmond and LCPtracker

12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:
a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract that is specific to City (and not common generally to Contractor's clients) and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee. b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer.

The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent. c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint venture or syndicate, which shall result in a change of control of Contractor, shall be dee med an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture. d. Any reference to sub -contractor in this Contract are agreed to be to subcontractors who are performing specific services for City and not to those who provide services to Contractor's clients generally ( for example Azure) However, if after the start of this Contract, Contractor wishes to use sub -contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add sub -contractors including the names of the sub -contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.

Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability in surance (as applicable) in reasonable conformity to the insurance carried by Contractor.

In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by 376
Contract No: _________ For the contract between the City of Richmond and LCPtracker

Contractor agree to be bound to Contractor and the City in a similar manner and to a similar extent as
Contractor is bound to the City.”
g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, services, data or information that Contractor then analyzes and incorporates into its work Saas product and related services.

13. SAFETY:
a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract. Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours. In addition, Contractor will comply with all safety provisions in conformance with U.S.

Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.

b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Contractor also agrees to make available to the 377
Contract No: _________ For the contract between the City of Richmond and LCPtracker

City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.

14. INSURANCE:

Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.

15. COMPLIANCE WITH ALL APPLICABLE LAWS:

Contractor acknowledges that the City's Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment} are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies Contractor agrees to abide by the terms and conditions of said policies.

16. INTEGRATED CONTRACT:

The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.

17. CONFLICTING PROVISIONS:

In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Condition as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor., and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor. unless provided otherwise herein.

18. FORCE MAJEURE:

Except with respect to payment of fees, neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state 378
Contract No: _________ For the contract between the City of Richmond and LCPtracker

or national emergency or other reasons of a like nature not within the reasonable control of such party.

19. CONFLICT OF LAW:

This Contract shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, Los Angeles, State of California.

20. CLAIMS:

Any claim by Contractor against City hereunder shall be subject to Government Code SS 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.

21. INTERPRETATION:

This Contract shall be interpreted as if drafted by both parties.

22. WARRANTY:

Not applicable. No work supplied by Contractor: If any product is be provided to this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

23. SEVERABILITY:
379
Contract No: _________ For the contract between the City of Richmond and LCPtracker

In the event that any of the provi sions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

24. AUTHORITY:

25. WAIVER:

The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payment therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

26. COUNTERPARTS:

This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):

The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security ("ICE"). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G.

380
Contract No: _________ For the contract between the City of Richmond and LCPtracker

EXHIBIT E

SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state "NONE"):

See attached LCPtracker Master Saas Agreement
381

LCPtracker
LCPtracker, Inc.

Master Subscription Software as a Service Agreement
THIS MASTER SUBSCRIPTION SOFTWARE AS A SERVICE AGREEMENT ("Agreement") is entered into as of 20 (the "Effective Date") between LCPtracker, Inc., with a place of business located at 1 17 East Chapman, Orange, California 92866 ("LCPtracker") and with a place of business located at and its Affiliates ("Client", together with LCPtracker the "Parties", and each a "Party"). The Parties agree as follows:

1. DEFINITIONS.
a. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control, for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity. b. "Aggregated Statistics" means data and information related to Client's and Users' use of the Services that is used by LCPtracker in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. c. "Applicable Law' means all federal, state, local and other laws, rules and regulations, ordinances, interpretive letters and other official releases of or by any governmental authority, decrees, orde rs and codes as the same are amended from time to time and as are applicable to a Party's performance of its obligations under the Agreement, including any applicable law relating to the privacy or processing, protection, collection, use, or disclosure of personally identifiable information as more particularly described in any such applicable law. d. "Client Data" means all Client and User electronic information entered into the Services or otherwise provided from Client to LCPtracker pursuant to this Agreement. e. "Documentation" means this Agreement, the applicable Product Schedule, and (i) for LCPtracker Professional, the online user guide (Administrator Manual or Contractor Manual as appropriate) for the Services, accessible via login at LCPtracker online, an d updated from time to time, or (ii) for Workforce Manager, the LCPtracker guides entitled "How to Access Workforce Managed', "Creating a New Administrator Profile" and R WFM How to reset your password', that are supplied to Client on request, are accessible via login at LCPtracker online, and that may be updated from time to time. Updates of the Documentation in Section I(e)(i) and (ii) are in LCPtracker's sole discretion.
f. "General Conditions" means the contract number between the Client and LCPtracker. g. 'LCPtracker IP" means the Services, the Documentation, and any intellectual property provided to Client or any User in connection with the foregoing. For the avoidance of doubt, LCPtracker IP includes Feedback and Aggregated Statistics, as provided herein. Herein, "intellectual property rights" means any registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademar k, or trade secret or intellectual property rights laws in any part of the world.
h. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
i. "Product Schedule" means the document(s) for placing orders hereunder signed by both Parties and made a part hereof. By entering into a Product Schedule hereunder, a Client Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. To be effective a P roduct Schedule must be signed by both parties to the Product Schedule.
j. "PI"' means (i) information about an identified or identifiable individual or household as more particularly described in any Applicable Law in any way relating to privacy and the prot ection, collection, use, disclosure or distribution of personally identifiable information, including without limitation to the generality of the foregoing, personally identifiable healthcare information or personally identifiable financial information, or (ii) where no Applicable Law applies, means any information that by itself or when combined with other information (such as, but not limited to, names, addresses, telephone numbers, e -mail addresses, credit card number, demographic 382

Type - Page of 4
Revised: September 2011
information, static IP address and government issued identification number) can be used to identify a specific living natural person or household.
k. "Services" means any LCPtracker software as a service products and related services that are ordered by Client under a Product Sched ule and made available by LCPtracker online via the Client login or otherwise. "Services" excludes non-LCPtracker applications or software of any kind.

I. "Service Fees" means the fees payable for the Services that are chosen in the applicable Product Schedule. m. "Subscription Term" means the applicable term as set forth on the applicable Product Schedule for the Services.
n. "Third-Party Products" means any third -party products that Client or a User uses to connect with the Services.
o. "Users" means persons who are authorized by Client to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by Client or by Users.

Client must ensure that Users not share their user identification or passwords and further protect them. Users may include but are not limited to Client and its Affiliates' employees, consultants, contractors and agents and use is solely for the benefit of Client/User in connection with the project detailed in the Product Schedule.

2. SERVICES

2.1. Provision of Services. Subject to and conditioned on Client's and its Users' compliance with the terms and conditions of this Agreement, LCPtracker h ereby grants Client a non -exclusive, non -transferable (except in compliance with Section 2.3) right to access and use the Services during the applicable Subscription Term solely for use by Client and Users in accordance with the Documentation for their int ernal business purposes. Client agrees that Client's access to Services hereunder is neither contingent on the delivery of any future functionality or features nor dependent on any oral/written public comments made by LCPtracker regarding future functionality/features. LCPtracker hereby grants to Client for the applicable Subscription Term a non -exclusive, non-sublicensable, non -transferable (except in compliance with Section 2.3) and revocable license to use the relevant Documentation and any other manuals, instructions, or other materials that LCPtracker makes available to Client which describe the features/requirements of the Services solely for Client's internal business purposes in connection with its permitted use of the Services.

2.2. Limitations. Client will not (and will not permit any third party or User to): (i) modify (except as expressly permitted under the applicable Product Schedule), port, translate, localize or create derivative works based on the Services, (ii) use, copy, sell, rent, lease, market, distribute or sublicense the Services except as otherwise specifically permitted hereunder; (iii) reverse engineer, decompile, or disassemble the Services; (iv) access the Services in order to build or contribute to a competitive product or service, (v) access the Services in any manner that violates any intellectual property right of a third party, (vi) remove, or allow to be removed, any LCPtracker proprietary rights notice from any LCPtracker product, (vii) disclose the results of performance tests run on the Services to any third party without LCPtracker's prior written consent, (viii) make the Services available to anyone other than Users, (ix) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit materiel in violation of third -party privacy rights, (x) use the Services to store or transmit Malicious Code, (xii) interfere with or disrupt the integrity or performance of the Services or third -party data contained therein, or (xiii) attempt to gain unauthorized access to the Services or their related systems or networks.

This Agreement grants no additional express or implied license, right or interest in any copyright, patent, trade secret, trademark, invention or other intellectual property right of LCPtracker that is not expressly granted herein.

Client shall; (a) be responsible for the administration of user identifications and passwords and Users' compliance with this Agreement and shall require Users to ackn owledge their understanding of and compliance with the restrictions and responsibilities related to the use of the Services, including, without limitation, protecting their User identification and passwords and compliance with all Applicable Laws; (b) use their best efforts to prevent unauthorized access to or use of the Services, and notify LCPtracker promptly of any unauthorized access or use, and (c) use the Services only in accordance with the Documentation and Applicable Laws. If Client becomes aware of any actual or threatened activity prohibited by this Section, Client shall, and shall cause its Users to, immediately:
(A) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any 383

unauthorized access to the Services); and (B) notify LCPtracker immediately in writing of any such actual or threatened activity.

2.3. Users. Client may permit any number of Users (unless otherwise set forth in the applicable Product Schedule) to use the Services; (i) in accordance with the terms of the applicable Product Schedule and the Documentation, and (ii) through a unique and reasonably secure username and pa ssword. If a two-factor authentication login system is provided, it is required to be used. Client is responsible to ensure that its Users comply with all the same obligations regarding use of the Services that it is bound by hereunder.

2.4. Use of Services Client is solely responsible for its and its Users' compliance with all Applicable Law in the use of the Services and LCPtracker shall have no liability for Client's or its Users' input of data or use of the Services.

Client agrees that that Client (a) will c onfirm the accuracy of any bulk upload/ APl/data migration/auto-geo assignment integration into the LCPtracker system, and (b) further understands that bulk uploads/ APl/data migration/auto-geo assignments are effective only as of the date of the upload(s)/m igration(s). It is Client's responsibility to provide updated data to LCPtracker. Client accepts that auto-geo assignments are automatically corrected by Microsoft based upon the co -ordinates in the KML file supplied by Client to LCPtracker, and further the accuracy of data subject location has some inaccuracy due to combining pure mapping co -ordinates (or deficiencies within those co-ordinates) with residential locations. Client agrees to not directly send any PII by email or otherwise (to LCPtracker outsi de of the LCPtracker SaaS Services product offering) without prior written approval from the LCPtracker Director of Client Services.

2.5. Changes. LCPtracker reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of LCPtracker's services to its customers; (ii) the competitive strength of or market for LCPtracker's services; or (iii) the Services' cost efficiency
or performance; or (b) to comply with Applicable Law.

2.6. Data Backup. The Services are programmed to perform routine data backups as set out in LCPtracker's backup policy in effect from time to time (the "Backup Policy"). In the event of any loss, destruction, damage, or corruption of Client Data for any reason, LCPtracker will, as its sole obligation and liability and as Client's sole remedy, restore the Client Data from LCPtracker's then most current backup of such Client Data in accordance with the then current Backup Policy. It is the Client and the Users responsibility to maintain their own back-ups of their original data for the required statutory periods.

2.7. Client Control and Responsibility. Client has and will retain sole responsibility for: (a) all Client Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Client or any user in connection with the Services; (c) Client's information technology infrastructure, including computers, software, databases, electronic systems (includin g database management systems), and networks, whether operated directly by Client or through the use of third -party services ("Client Systems"); (d) the security and use of Client's and its Users' access credentials; and (e) all access to and use of the Services directly or indirectly by or through the Client Systems or its or its Users' access credentials, with or without Client's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

2.8. Data Privacy. The Parties agree that, between the Parties, Client shall serve as the business or controller and LCPtracker shall serve as the service provider or processor, as those terms are defined under Applicable Law.

LCPtracker, as a service provider on behalf of Client, shall not access, use, process or retain Client Data containing PII except as necessary to perform its obligations under this Agreement and the applicable Product Schedule except in strict accordance with the written instructions of Client, or as otherwise required for LCPtracker to meet its own legal obligations under Applicable Law. Notwithstanding the foregoing, LCPtracker may use, disseminate, and otherwise process deidentified or aggregated Client Data to the full extent allowed under Applicable Law and pursuant to its own discretion. LCPtracker shall use reasonable endeavors to notify Client in the event that it receives any consumer rights requests under Applicable Law, if the requestor informs LCPtracker of the relevant employing entity who is also the Client, and the Client shall have the sole responsibility in responding to such requests and also for ensuring the requestor's identity. 384

Type - Page of 4
Revised: September 2011

3. FEES AND PAYMENT FOR SERVICES

3.1. Service Fees. Except as otherwise specified herein or in the Product Schedule, payment obligations are noncancelable, and Service Fees paid are non-refundable (except as expressly stated herein or a Product Schedule).

Service Fees are based on the start date as set forth in the Product Schedule and shall continue for the Subscription Term. All undisputed amounts payable to LCPtracker under this Agreement shall be paid by Client to LCPtracker in full when due without any setoff, deduction, or withholding for any reason.

3.2. Invoicing and Payment. If require d by Client, Client may provide LCPtracker with a valid purchase order or alternative document reasonably acceptable to LCPtracker, provided that no terms contained on Client's purchase order or alternative document will serve to modify the terms of this Agreement or the applicable Product Schedule.

Unless otherwise stated in the Product Schedule, payment is due by check to the address listed above for LCPtracker net 30 days from the date of the applicable invoice.

3.3. Overdue Payments. If any Service Fees are not received from Client by the applicable due date, then at the sole discretion of LCPtracker (a) such charges may accrue late interest at the rate of 1 .5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher, from the date such payment was due until the date paid, and/or (b) LCPtracker may without limiting it other rights and remedies, suspend Client's access to the Services until payment is made in full. LCPtracker will give Client at least thirty (30) busi ness days' prior written notice that Client account is overdue, in accordance with Section 1 1.1 (Notices), before suspending the Services to Client.

3.4. Payment Disputes. If Client provides written notice to LCPtracker of a dispute about any portion of an invoice prior to the applicable payment due date, LCPtracker shall not exercise its rights under Section 3.3 provided Client is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

3.5. Taxes. Unless otherwise stated, Service Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value -added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Client is responsible for paying all Taxes, if any, associated with Client purchases hereunder, other than those based on LCPtracker's income. If LCPtracker has the legal obligation to pay or collect Taxes for which Client is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Client, unless Client provides LCPtracker with a valid tax exemption certificate authorized by the appropriate taxing authority.

3.6. Auditing Rights and Required Records. Client agrees to maintain complete and accurate records in accordance with generaHy accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. LCPtracker may, at its own expense, on reasonable prior notice, periodically (during, or after the Term for a period of two (2) years) inspect Clients records with respect to matters covered by this Agreement, provided that if such inspection reveals that Client has
Ver LCP.V2.22
underpaid LCPtracker with respect to any amounts due hereunder, Client shall promptly pay the amounts necessary to rectify su ch underpayment, together with interest in accordance with this Agreement. Client shall pay for the reasonable costs of the audit if the audit determines that Client's underpayment exceeds 10% of sums due for any quarter.

4. PROPRIETARY RIGHTS

4.1. Reservation of Rights. The Services are not sold to Client or any third party. LCPtracker reserves all rights, title, and interest in and to Services and its underlying software covered by this Agreement, including but not limited to all related intellectual property rig hts. No rights are granted to Client hereunder (whether by waiver, implication, estoppel, or otherwise) other than as expressly set forth herein or a Product Schedule for the Term.

4.2. Additional Purchases and Affiliate use. Client or Client Affiliates may, at additional cost, purchase access to other LCPtracker products by entering into new Product Schedules. Unless otherwise stated in the applicable Product Schedule, Client shall be and remain jointly and severally liable for any such Affiliates' obligations under this Agreement.
385

4.3. Feedback and Aggregated Statistics. Any suggestions, enhancement requests, forms created, recommendations or other feedback relating to the operation/provision of the Services provided by Client, including by Users, or worked on by LC Ptracker and Client/Users ("Feedback"), during and after the Term is and remains the intellectual property of LCPtracker and LCPtracker has all rights therein to exploit and commercialize any Feedback as LCPtracker chooses without compensation or other con sideration to Client or any Users.

LCPtracker is not required to use any Feedback. Notwithstanding anything to the contrary in this Agreement, LCPtracker may monitor Client and Users use of the Services and collect and compile Aggregated Statistics. As between LCPtracker, the Client and its Users, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by LCPtracker without compensation or other consideration to Client. Client acknowledges that LCPtracker may compile Aggregated Statistics based on Feedback. Client agrees that LCPtracker may (i) make Aggregated Statistics publicly available in compliance with Applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under Applicable Law, provided that such Aggregated Statistics do not identify the Client's or Users' Confidential Information. All IJsers of Services may be contacted by LCPtracker with information about LCPtracker events, services or products, and they will be given the opportunity to opt-out of any such communications.

4.4. Federal Government End Use Provisions. LCPtracker provides the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.21 1 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227 -7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with LCPtracker to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such right s must be included in any applicable contract or agreement.

4.5. Client Data. LCPtracker acknowledges that, as between LCPtracker and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to the Client Data. Client hereby grants to LCPtracker a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for LCPtracker to provide the Services to Client, and a non -exclusive, perpetual, irrevocable, royalty -free, worldwide license to reproduce, distribute, modify, and otherwise use Client Data within the Aggregated Statistics and Feedback. LCPtracker is not responsible for any errors due to inaccurate information provided by Client or Users.

5. CONFIDENTIALITY

5.1. Definition of Confidential Information. As used herein, "Confidential Information" means all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without prejudice to the generality of the foregoing Confidential Information shall include business and marketing plans, technology and technical information, product plans, pricing and designs, and business processes disclosed by a Party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Discl osing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without access or reference to the Disclosing Party's Confidential Information.

5.2. Protection of Confidential Information. The Receiving Party shall (i) use the same degree of care that it

uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and the applicable Product Schedule, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' 386

Type - Page of 4
Revised: September 2011
employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those contained herein.

5.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

6. WARRANTIES AND DISCLAIMERS

6.1. Warranties. LCPtracker warrants that (i) LCPtracker has validly entered into this Agreement, (ii) the Services shall perform materially in accordance with the Documentation, (iii) LCPtracker will perform the Services using personnel of required skill, expe rience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and (iv) LCPtracker will not transmit Malicious Code to Client, provided it is not a breach of this subpart (iii) if Client or a user uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of a warranty in this Section, Client's exclusive remedy shall be as provided in Section 10.1 and Section 10.4.

LCPTRACKER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

6.2. Client Warranties. Client represents and warrants that (i) Client has validly entered into this Agreement, (ii) Client has collected all Pil in accordance with all Applicable Law, including in relation to the provision of any notice and for obtaining any consent required under any Applicable Law, contract, or privacy policy in connection with Client's provision of PI' into the Services to LCPtracker under this Agreement, (iii) Client has all sufficient and necessary rights to transfer PI' into the Services to LCPtracker under this Agreement, (iv) Client has the rights to use the data in the Services in the manner it chooses to utilize the Services; and (iv) Client will follow best practices in relation to data security. Client acknowledges that Client is solely responsible for the content uploaded into the Services and warrants that Client shall comply with all Applicable Law in its use of the Services and shall require all Users to acknowledge and agree to comply with Applicable Law, any applicable User terms of service or privacy policy, and the requirements of this Agreement in the same way as they apply to Client.

6.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, THE SERVICES ARE PROVIDED "AS IS " AND LCPTRACKER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS,

IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,

INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,

TITLE, AND NON -INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, LCPTRACKER MAKES NO W ARRANTY OF ANY KIND

THAT THE SERVICES WILL, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT,

BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

7. MUTUAL INDEMNIFICATION

7.1. Indemnification by LCPtracker. LCPtracker shall defend Client against any claim, demand, or proceeding made or brought against Client by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the US intellectual property rights of such third party in respect of the Services (a "Claim Against Client") or violates Applicable Law (in so far as the violation applies to LCPtracker's limited services as a processor and not a controller of information (but in cluding its obligations under Section 2.8 of this Agreement)) and shall indemnify Client for any damages, reasonable attorney fees and costs finally awarded against Client as a result of, and for amounts paid by Client under a court-approved settlement of a Claim Against Client; provided that Client (a) promptly provides LCPtracker written notice of the Claim Against Client; (b) allows LCPtracker sole control of the defense and settlement of the Claim Against Client (provided that LCPtracker may not settle any Claim Against Client unless the settlement unconditionally releases Client of all liability); and (c) provides to LCPtracker all reasonable assistance, at LCPtracker's expense. In the event of a Claim Against Client, or if LCPtracker reasonably 387

believe the Services may infringe or misappropriate a third party's intellectual property rights, LCPtracker may, in LCPtracker's sole discretion and at no cost to Client, (x) modify the Services so that they are no longer infringing, without breaching LCPtracker warranties under Section 6.1 above, (y) obtain a license for Client's continued use of the Services in accordance with this Agreement, or (z) if LCPtracker determines that neither of the foregoing is commercially practicable and if Client is not permitted to continue using the Services, then this Agreement will terminate
VerLCP.V2.22
with respect to such infringing Services, and Client shall be entitled to recover from LCPtracker an amount equal to a prorated portion of the applicable prepaid Service Fees paid for the Services for the remaining Subscription Term for the applicable Services. LCPtracker shall have no liability for any infringement claim based on Client Data, or Client's or its Users' use of the Services in a manner not permitted hereunder, where such claim would not arise but for such Client Data or Client's or its Users' unauthorized use of the Client Data or the Services. LCPtracker will not be held responsible for actions outside its reasonable control and retains all its defenses at law and at equity.

7.2. Indemnification by Client. Unless prevented by Applicable Law, Client shall indemnify, hold harmless, and, at LCPtracker's option, defend LCPtracker, it's directors, officers and employees against any claim, demand, suit or proceeding made or brought against LCPtracker by a third party alleging that Client Data, or Client's or its Users' use of the Services in a manner not permitted hereunder, (i) infringes or misappropriates the intellectual property rights of a third party or (ii) violates Applicable Law, including, without limitation, a Client's breach of Section 6.2(iii) (together with Section 7.2(i), a "Claim Against LCPtracker"), and shall indemnify LCPtracker for any damages, reasonable attorney fees and costs finally awarded again st LCPtracker as a result of, or for any amounts paid by LCPtracker under a court -approved settlement of, a Claim Against LCPtracker; provided that LCPtracker (a) promptly gives Client written notice of the Claim Against LCPtracker; (b) gives Client sole c ontrol of the defense and settlement of the Claim Against LCPtracker (provided that Client may not settle any Claim Against LCPtracker unless the settlement unconditionally releases LCPtracker of all liability); and (c) provides to Client all reasonable assistance, at Client expense.

7.3. Exclusive Remedy. THIS SECTION 7 STATES THE INDEMNIFYING PARTY'S ENTIRE LIABILITY TO,

AND THE INDEMNIFIED PARTY'S EXCLUSIVE REMEDY AGAINST, THE OTHER PARTY FOR ANY TYPE OF INDEMNIFIED CLAIM DESCRIBED IN THIS SECTION.

8. LIMITATION OF LIABILITY . IN NO EVENT WILL LCPTRACKER BE LIABLE UNDER THIS

AGREEMENT OR ANY OTHER AGREEMENT WITH THE CLIENT UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY , SPECIAL OR PUNITIVE DAMAGES; (b) LOS T REVENUES; (c) LOSS OF GOODWILL OR REPUTATION; (d) LOSS, INTERRUPTION, DELAY , OR RECOVERY OF ANY DATA, OR BREACH OF DATA; OR (e) COST OF

REPLACEMENT SERVICES, IN EACH CASE REGARDLESS OF WHETHER CLIENT WAS ADVISED OF

THE POSSIBILITY OF SUCH LOSSES OR DAMAG ES OR SUCH LOSSES OR DAMAGES WERE FORESEEABLE. IN NO EVENT WILL LCPTRACKER'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY EXCEED THE LESSER OF $50,000 OR THE AMOUNTS PAID BY CLIENT FOR THE SERVICES IN THE TWELVE (12 ) MONTHS IMMEDIATELY PRECEDING THE INCIDENT THAT GAVE RISE TO THE LIABILITY. CLIENT ACKNOWLEDGES THAT

LCPTRACKER COULD NOT MAKE ITS SERVICES AVAILABLE TO CLIENT ON THE TERMS SET FORTH HEREIN IF LCPTRACKER'S LIABILITY WERE NOT SO LIMITED.

9. TERM. This Agreement commences on the Effective Date hereof and continues until termination of all Product Schedules as provided below, or termination of this Agreement as provided herein, whichever occurs first. Except as otherwise specified in the applicable Product Schedule, all Subscription Terms shall automatically renew for subsequent additional like periods (each a "Renewal Term" and collectively, the "Term") unless either Party gives the other Party notice of non -renewal at least ninety 388

Type - Page of 4
Revised: September 2011
(90) days before the end of th e then current applicable Subscription Term. No auto renewals for Client past the first yearly auto renewal, in this regard the General Conditions control. A writing signed by both Parties is required yearly after the end of two years of the Term.

10. TERMINATION

10.1 Termination for Cause. (a) Either Party may terminate a Product Schedule for cause: (i) upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if there is a Service Suspension which is not in the opinion of LCPtracker commercially reasonably or practically capable of being cured. (b)LCPtracker may terminate (effective upon notice to the Client) for a breach of Section 2.

10.2. Termination for Discontinuance. LCPtracker may, with no liability to the Client (except a pro rata refund of applicable Service Fees) or the Users, also terminate this Agreement and/or any applicable Product Schedule(s) to the extent LCPtracker discontinues any Services upon one hundred and eighty (180) days prior written notice to Client.

10.3. Effect of Termination. Upon termination of a Product Schedule or this Agreement for any reason, Client's (and any Users') right to continue using the Services under the applicable Product Schedule(s) shall immediately cease and Client shall destroy or return (as directed by LCPtracker) all Confidential Information related to such Product Schedule. A termination of a Product Schedule hereunder does not affect any other remaining Product Sche dule(s) hereunder which shall remain subject to the terms of this Agreement unless such Product Schedule(s) are terminated in accordance with the terms hereof or unless the Agreement is terminated. upon request from Client in writing upon termination of th is Agreement, LCPtracker shall promptly
delete all Client Data in the Services (in accordance with LCPtracker normal back-up procedures, but any Client Data not deleted due to a back-up procedure will not be kept for longer than six (6) months in the event of a request for deletion, and during that time LCPtracker's obligations under this Agreement for confidentiality will continue to apply). Client acknowledges that if the Client Data is requested to be returned, Client will incur the applicable fees for the requested extract format as set forth on LCPtracker's then current price list. Notwithstanding the foregoing, Client may elect to download the Client Data within thirty (30) days of such termination at no charge. If a portable drive is requested at a charge from LCPtracker, Client accepts the risk of damage or loss of this drive during transit. All Sections intended by their nature to survive termination, including, without limitation, Sections 5, 6, 7, 8, and 10 shall survive any termination or expiration of this Agreement.

10.4. Refund or Payment upon Termination. upon any termination under Section 10.1 where LCPtracker is at fault, LCPtracker shall refund Client any prepaid Service Fees covering the prorated remainder of the applicable yearly period of the Subscription Term within thirty (30) days after the relevant effective date of termination. Unless provided otherwise herein, upon any other termination, Client shall remain obligated for any unpaid Service Fees covering the remainder of the Subscription Term.

10.5. Service Suspension. Notwithstanding anything to the contrary in this Agreement, LCPtracker may temporarily suspend Client's and any Users access to any portion or all of the Services if: (i) LCPtracker reasonably determines that (a) there is a threat or attack on any of the LCPtracker 'P; (b) Client's or any User's use of the LCPtracker IP disrupts or poses a security risk to the LCPtracker IP or to any other customer or vendor of LCPtracker; (c) any User is using the LCPtracker IP for fraudulent or illegal activities; (d) subject to Applicable Law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (e) LCPtracker's provision of the Services to Client or any User is (x) prohibited by A pplicable Law, or (y) deemed by LCPtracker to be commercially unfeasible due to Applicable Law; (ii) any vendor of LCPtracker has suspended or terminated LCPtracker's access to or use of any third -party services or products required to enable Client to acc ess the Services; or (iii) in accordance with Section 3.3 (any such suspension described in subclause (i), (ii), or (iii) of this Section 10.5, a "Service Suspension"). LCPtracker will have no liability for any liabilities or any other consequences that Client or any User may incur as a result of a Service Suspension. 389

11. GENERAL PROVISIONS

11.1. Governing Law. See Section 28 of General Conditions. Intentionally Deleted.

11.2. Notices. Any notice required or permitted to be delivered pursuant to this Agreem ent, and any permission and approval required hereunder shall, unless otherwise provided herein, be in writing and shall be deemed to have been given: (i) upon delivery, if delivered in person, (ii) upon electronic confirmation of delivery if sent by electronic mail, or (iii) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid, in each case addressed to the addressee set out in the first paragraph of this Agreement or to su ch other address as may be specified by either Party hereto upon notice given to the other Party in accordance with this Section. Certain LCPtracker updates regarding the Services are provided to Client at www.lcptracker.com/status.

11.3. Severability. If a provision of the Agreement or portion thereof is found to be invalid, illegal, or unenforceable under Applicable Law, it shall not invalidate or render unenforceable the remainder of such provision or the remaining provisions of the Agreement. Upon such determination that any term or other provision is invalid, illegall or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner.

11.4. Export Compliance. The Services may be subject to export laws and regulations of the United States and other jurisdictions. Client shall not access or use Services in violation of any U.S. export law or regulation.

11.5. Anti-Corruption. Client acknowledges that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any LCPtracker employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction. If Client learns of any violation of this restriction, Client will promptly notify LCPtracker in writing.

11.6. Relationship of the Parties. The Parties are independent contractors. This Agreement does not crea te a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

LCPtracker will reach out from time to time with opportunities to Client in relation to other LCPtracker product opportunities and Client consents to this. No employee, director, or officer of LCPtracker shall be held personally liable under this Agreement. There are no third-party beneficiaries to this Agreement.

11.7. Waiver. No failure or delay by either Party in exercising any right or partial right, remedy, power or privilege under this Agreement shall constitute a waiver of that right, remedy, power or privilege.

11.8. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld).

Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all Product Schedules), without consent of the other Party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party, provided that the assignee agrees in writing to be bound by the terms of this Agreement and has sufficient funds to discharge the assignor's liabilities hereunder. A Party's sole remedy for any purported assignment by the other Party in breach of this paragraph shall be, at the non -assigning Party's election, termination of this Agre ement upon written notice to the assigning Party and payment of all sums owing under the terms of this Agreement.

11.9. Entire Agreement. This Agreement, including all exhibits and all Product Schedules, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the Party against whom the modification, amendment or waiver is to be asserted, and in order to effectively amend the terms of this Agreement, any amendment must specifically call out the Section of this Agreement to b e amended. 11.10. Counterparts. This Agreement and any Product Schedule hereunder may be executed in one or more counterparts; each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11.11. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to pay Service Fees hereunder by Client), if and to the extent such failure or delay is caused by an event of Force Majeure ("Force Majeure" hereunder means any acts of God, government, war, terrorism, riot, fire, floods, earthquakes, explosions, strikes, lockouts, cessation of labor, trade d isputes, breakdowns, accidents of any kind which are beyond the reasonable control of a Party, or passage of law or any action taken by a governmental or public authority, which makes it commercially unreasonable to continue to have this Agreement in force). 390

Type - Page of 4
Revised: September 2011
IN WITNESS WHEREOF, authorized representatives of the Parties have executed this Agreement effective as of the Effective Date defined above.

LCPtracker, Inc. Client: [Insert Client Name] By: By:

[LCPtracker Authorized Person Signature] [Client Authorized Person Signature] Name:

Name:
[LCPtracker Authorized Person Name] [Client Authorized Person Name] Title:

[LCPtracker Authorized Person Title] [Client Authorized Person Title] Date:

Date:

391

EXHIBIT F

INSURANCE PROVISIONS

CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.
1 . CERTIFICATES: Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City's Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with coverage requirements set forth by the City and incorpo rated herein.

Such certificates, which do not limit Contractor's indemnification, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insured shall provide thirty (30) days' advance written notice to the City of Richmond. Attention: Risk Manager."
Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best's rating of no less than A:VII or Standard & Poor's Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address set forth in Exhibit C prior to the expiration of the existing insurance certificate for the duration of the term of Contract.

Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.

2. COVERAGE REQUIREMENTS: The City's insurance requirements depend upon the type of service being p rovided and/or the provider. The City's insurance requirements will fall into one of the following categories (unless otherwise provided by the City):

Consultants and Contractors — Type 1
Professional Services — Type 2
Environmental Risk/Hazardous Waste Material — Type 3
Lease of City Property — Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations - Type 5 Transportation Providers — Type 6
Professional Services Pyrotechnics — Type 7
Cyber and l.T. Risks — Type 8
of

392

Type - Page of 4
Revised: September 2011
The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.

3. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor's name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

4. SUFFICIENCY OF INSURANCE : The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor's insurance broker to determine adequa te coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.

INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY , CONFIRM WITH RISK MANAGER)
393

EXHIBIT G

SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12 -18 (hereafter "Sanctuary City Contracting Ordinance" or "SCCO"). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security ("ICE"). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker" means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private -sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. "Extreme Vetting" means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1 ,000 fine.

Based on the foregoing, the undersigned declares under penalty of per jury under the laws of the State of California that the foregoing is true and correct.

Printed Name:

Signed: Date:

Business Entity: ___________________________

394

Type - Page of 4
Revised: September 2011
City of Richmond - Insurance Requirements — Type 1:

Consultants and Contractors
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY , on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a waiver of subrogation for Workers' Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.

City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy subject to the limitation of liability in Exhibit E.

The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR, Minimum Scope of Insurance the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage. and products and completed operations.

2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)

3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.

4. Workers' Compensation Insurance as required by the State of California including Employer's Liability coverage.

5. Original and Separate Waiver of Subrogation for Workers' Compensation and Builder's Risk/ Course of Construction Insurance. Not applicable.

6. Builder's Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property. - (Only required for Construction Contracts involving property)

7. Contractor's Pollution Liability (if applicable for Construction Contractors)

395
Exhibit F
Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Required Coverage Minimum Limits
Workers' Compensation and Statutory limits as required by the State of California including $1 million Employers' Liability Employers' Liability per accident, per employee for bodily injury or disease.

If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self Insurance, If contractor is a sole proprietor (has no employees) than contractor must sign "Contractor Release of Liability" found at:
http://www.ci.richmond.ca.usIindex.aspx?nid=61.
1 I
396
Exhibit F
Section 8
Type - Page 2 of 4
Revised: September 2011
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
General Liability
(primary and excess limits
combined)

PROJECT COST
$0 - $5 million
$5 million - $10
million
Over $10 million
Fireworks

Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shah not exclude coverage for XC-u perils (explosion, collapse, or damage to underground property).

If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

Automobile Liability Not applicable.
$1,000,000 per occurrence for bodily injury and property damage.

Builders' Risk/Course of
Construction - Covers property
under construction, repair or
renovation as well as
equipment and materials to be
installed.
(Only required for
Construction Projects
involving property and
equipment installation.)
Not applicable.

Coverage shall include all risks of direc t physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.

If the project does not involve new or major reconstruction, an Installation Floater may be acceptable, For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond's site.

The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.

Contractor's Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release
of pollution resulting from
contractors covered operations
such as:

HVAC, paving, carpentry,
pipeline & tank installation,
drillers, remediation
contractors, maintenance,
mechanical, demolition,
excavation, grading, street/road
construction, residential &
commercial builders.

Not applicable.

REQUIRED
LIMIT
$5
million
p/o
397
Exhibit F
Section 8
Type - Page 3 of 4
Revised: September 2011
Required Policy Conditions
A. M, Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Additional Insured Endorsement Applicable to General Liability Coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract. ISO form CG 20 10 (11/85) or its equ ivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 10/01 is also required.

I
City of Richmond - Insurance Requirements - Type 1: Consultants and Contractors
Additional Insured Endorsement
(continued)
SAMPLE Endorsements can be found at
htt : www.ci.richmond.ca.us index.as

Primary and Noncontributory The contractor's insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor's insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder's Risk/ Course of Construction coverage during the life of this contract. SAMPLE Endorsements can be found at htt :
www.ci.richmond.ca.us index-as x?nid=61
Deductibles and Self-insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self -insured retention for each loss.

Loss Payable Endorsement
(only required when Builder's
Risk and/or Course of
Construction Insurance is
required.)
Applicable to Builder's Risk/Course of Construction naming the City of Richmond as Loss Payee,

SURETY BONDS
(If a Public Works/ Engineering
Project)

1. Not applicable.

Umbrella/ Excess Liability Policies
398
Exhibit F
Section 8
Type - Page 4 of 4
Revised: September 2011
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies.

Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work. 3) If coverage is canceled or nonrenewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of three (3) years after completion of contract work.

Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. 1 City of Richmond - Insurance Requirements — Type 1:

Consultants and Contractors
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work mav beqin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Original insurance certificates and required policy endorsements shall be mailed, or delivered to the Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Shou'd the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City's insurance requirements, the City may take such action as it deems necessary to protect the City's interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days' prior written notice has been given to the City.

Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.

Consistent with Public Policy
399
Exhibit F
Section 8
Type - Page 5 of 4
Revised: September 2011
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that th e remaining terms and provisions herein may be consistent with public policy and thus enforceable.
1 400

Page 1 of 4 ends

January 6, 2026

Police Department

DATE: January 6, 2026
TO: Mayor Martinez and Members of the City Council
FROM:

Timothy Simmons, Assistant Chief of Police
Tawfic Halaby, Deputy Director, Public Works
SUBJECT:

Contracts with Oliver’s Tow Inc., Civic Center Auto Care, Certified Towing, Checker’s Towing, and Bay Area Tow
Inc. for City-wide Tow Services
FINANCIAL IMPACT: The proposed annual expenditure of $250,000 is included within the approved fiscal year 2025-2026
budget for both the Police Department for $125,000,
(Account String: 01191021 - 400538) and Public Works
Department budget for $125,000 (Account String:
01235031 - 400501) and will be budgeted accordingly in
subsequent fiscal years.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

Following a competitive procurement process that
involved the issuance of a Request for Proposals (RFP)
and evaluation of five vendor bid submissions, Police
Department and Public Works staff are requesting
approval of contracts with Oliver’s Tow Inc., Civic Center Auto Care, Certified Towing, Checker’s Towing, and Bay
Area Tow Inc. for City-wide rotational tow and automotive services.

RECOMMENDED ACTION:

APPROVE three-year contracts with Oliver’s Tow Inc.,
Civic Center Auto Care, Certified Towing, Checker’s
Towing, and Bay Area Tow Inc. for City-wide rotational
tow and automotive services in an amount not to exceed
$50,000 per vendor per year up to $250,000 annually,
with a term from January 1, 2026, to December 31, 2028, with one two-year option for each vendor to renew the
contract up to $100,000 per vendor, for a total contract AGENDA
REPORT
401

Page 2 of 4 ends

January 6, 2026
amount not to exceed $250,000 per vendor – Police
Department (Assistant Chief Timothy Simmons 510-621-
1802/Tawfic Halaby 510-620-5482).

DISCUSSION:

In November 2025, the Richmond Police Department (RPD) posted a Request for Proposals on Planet Bids for on-call towing, automotive services, and vehicle-evidence storage in accordance with the City’s contracting rules (Attachment 1). A total of 119 vendors were notified, and five (5) vendors submitted proposals (Attachment 2). On November 19, 2025, staff evaluated and scored all proposals based on demonstrated experience, qualifications, firm history, and results of an in-person site visit.

After review, scoring, and discussion by the review team which included members of RPD Traffic Division, RPD staff determined that Oliver’s Tow, Civic Center Auto Care, Certified Towing, Checkers Towing, and Bay Area Tow Inc. all submitted strong overall proposals.

Rank Firm Name Rating Percentage (%) Rating
Incentive
1 Oliver’s Tow Inc. 98 NA
2 Civic Center / Lenz
Inc.

97.25 NA
3 Bay Area Tow Inc. 96.5 NA
4 Certified Towing 96.5 NA
5 Checkers Towing 96.5 NA

Police departments utilize rotational tow systems to ensure fairness, transparency, and operational efficiency when requesting tow services. Rather than relying on a single vendor or leaving selection to officer discretion, a rotational selection system guarantees that all qualified tow providers have an equal opportunity to serve the community. This reduces the potential for conflicts of interest, eliminates perceptions of favoritism, and aligns with best practices for municipal contracting.

Rotational tow programs also ensure that tow requests are handled quickly and consistently, regardless of the time of day, call volume, or location within the city.

Participating tow operators are required to meet performance benchmarks, response- time standards, equipment requirements, and secure-storage standards, giving the Police Department predictable, dependable service across all shifts.

Rapid tow service is essential for public safety and roadway efficiency. When officers respond to collisions, abandoned vehicles, arrests, or crime scenes, prompt removal of involved vehicles prevents secondary collisions, reduces traffic congestion, and allows officers to clear scenes more quickly. Faster scene clearance improves overall operational efficiency and allows officers to return to calls for service sooner. Public 402

Page 3 of 4 ends

January 6, 2026
Works will utilize the towing services for City fleet vehicles which include police cruisers, pool cars, and work trucks. The towing vendors will tow city fleet vehicles to the City’s repair workshop so repairs can be completed without harm to the vehicle and to ensure safety to City staff.

Maintaining five (5) tow companies offers the City the following key benefits:

 Improve response times by increasing the likelihood that an available tow operator is located nearby.
 Maintain reliable coverage during peak demand, including major collisions, severe weather, or concurrent high-priority incidents.
 Reduce service disruptions caused by staffing shortages, equipment failures, or uneven call volumes among individual providers.
 Ensure consistent service quality by requiring all participating vendors to meet established performance, equipment, and storage standards.  Increase the availability of evidence-grade storage facilities, ensuring proper preservation of vehicles until forensic review or prosecutorial examination is complete and allows for:
o Maintaining the chain of custody for any physical or digital evidence (e.g., fingerprints, blood, onboard computer data).
o Crime scene technicians or forensic specialists examine vehicles in a safe and secure environment.
o The prevention of tampering or loss of evidence that could be critical to the investigation or prosecution.
 Account for variable costs, as extended evidence-grade storage can significantly increase costs compared with routine tow or roadway removal services.

CONCLUSION:

Maintaining a five-vendor rotational tow program provides the City with the most reliable, efficient, and equitable towing model. It enhances public safety, supports police and public works operational readiness, improves roadway conditions, and ensures consistent high-quality service for the community.

City staff are recommending that the City Council approve three-year contracts with Oliver’s Tow Inc., Civic Center Auto Care, Certified Towing, Checker’s Towing, and Bay Area Tow Inc. to provide citywide rotational towing and automotive services (Attachments 3,4,5,6, and 7). Each contract would be in an amount not to exceed $50,000 per vendor per year, for a combined annual total not to exceed $250,000, with an initial term from January 1, 2026, through December 31, 2028. Each vendor contract would include one optional two-year renewal, with a not-to-exceed amount of $100,000 per vendor, for a total potential contract amount not to exceed $250,000 per vendor.

The services will support Police Department and Public Works Department operations.

403

Page 4 of 4 ends

January 6, 2026
DOCUMENTS ATTACHED:

Attachment 1 – RFP
Attachment 2 – Bid Summary
Attachment 3 – Oliver’s Tow Inc. Contract
Attachment 4 – Civic Center Auto Care Contract
Attachment 5 – Wellsco, Inc. dba Certified Towing Contract Attachment 6 – Checker's Group, Inc. dba Checker's Towing Contract Attachment 7 – Bay Area Tow Inc. Contract

404

1 Request for Proposal
For
Towing Services

RFP No. RPD-1125

Proposals Due

November 3, 2025

Purchasing Division
Attention: Ofelia Alvarez
City of Richmond
450 Civic Center Plaza
Richmond, Ca 94804

405

2 RFP to Furnish Vehicle Services
For the City of Richmond Towing Operations on an “As Needed Basis”

The City of Richmond is seeking proposals from vendors to provide rotational towing services on an as needed basis.

The anticipated term of this contract will be for a period of three (3) years and an option to renew for two years by means of a mutual agreement of both parties.

RFP SUBMITTAL INFORMATION

The proposal and any required certifications shall be signed by an individual or individuals authorized to execute legal documents on behalf of the proposer.

Electronic Proposals shall be submitted via the City’s secure online bidding system. All required sections of the proposal must be submitted via the website. Contractor is solely responsible for “on time” submission of their electronic proposal. The Bid Management System will not accept late proposals and no exceptions shall be made. Contractors will receive an e-bid confirmation number with a time stamp from the Bid Management System indicating that their bid was submitted successfully. The City will only receive those proposals that were transmitted successfully.

The proposal must be received no later than 3:00 p.m., local time, on November 3, 2025.

The City of Richmond reserves the right to waive inconsequential irregularities.

All questions must be submitted via the electronic BidsOnline system on the Q&A tab by 5:00 pm October 24, 2025. If the City finds it necessary to issue an addendum, prospective Offerors will receive e-mail notification of addendum. Otherwise, answers to questions received will be provided on the Q&A tab and notification will be sent by October 30, 2025. It is the proposer’s responsibility to periodically check the BidsOnline website www.ci.richmond.ca.us/bids for any possible Addenda to the RFP that may have been posted.

Any party submitting a proposal shall not contact or lobby any City Council member, City official, employee (except those specified for contact) or agent regarding the RFP. Any party attempting to influence or circumvent the RFP, bid submittal, and review process may have their proposal rejected for violating this provision of the RFP.

406

3 DEFINITIONS
The following meanings are attached to the following defined words when used in this RFP. The word "City" means the City of Richmond, California. "Proposal" means the response submitted hereunder. The word "Proposer" means the person, firm, or corporation submitting a Proposal hereunder. “Dispatch” means the Richmond Police Department Dispatchers. The term “RFP” means a Request for Proposal for a towing contract. “Contract” means a contract with the City for vehicle towing and storage services. “Requesting Officer” means a police officer, parking enforcement representative or police cadet.

GENERAL PROPOSAL CONDITIONS

1. All costs of Proposal preparation shall be borne by the Proposer. The City shall not, in any event, be liable for any expenses incurred by the Proposer in the preparation and/or submission of the Proposal, nor shall any such costs be submitted as part of the budget in the Proposal.

2. The Proposal shall include the Proposer's best terms and conditions. Submission of the Proposal shall constitute a firm and fixed offer to the City that will remain open and valid for a minimum of ninety (90) days from the Proposal submission deadline. The winning proposal (if any) shall be incorporated into the Contract and all representations and statements made in the proposal shall become contract terms and conditions.

3. All Proposals and other materials submitted in response to this RFP become the property of the City. Selection or rejection of a proposal does not affect this right. All proposal information shall be held in confidence during the evaluation process. The proposals and associated materials shall be open for review by the public to the extent allowed by the California Public Records Act (California Government Code section 6250 et seq.) upon the final award of the Contract.

By submitting a proposal, the Proposer acknowledges and accepts that the contents of the proposal and associated non- exempt documents shall become open to public inspection. Proposer must identify all copyrighted material, trade secrets or other proprietary information that the Proposer claims is exempt from the California Public Records Act. In the event a Proposer claims such an exemption, the Proposal must state:
"(Name of Proposer) will indemnify the City and hold it and its officers, employees and agents harmless from any claim or liability and defend any action brought against the City for its refusal to disclose copyrighted material, tax records, trade secrets or other proprietary or exempt information to any person making a request therefore." Failure to include such a statement shall constitute a waiver of the company's right to exemption from disclosure.

4. The City reserves the right to extend the submittal deadline should such actions be in the best interest of the City. Every Proposer has the right to revise his/her Proposal in the event the deadline is extended.

5. The City reserves the right to withdraw this RFP at any time without prior notice. The City makes no representation that the contract will be awarded to any Proposer responding to this Request for Proposals. The City reserves the right to reject any or all proposals.

6. If the City does not receive any Proposals or any qualified Proposal/s, the City reserves the right to re-release an RFP or enter into a sole-source contract with a vendor.

7. The City reserves the right to waive minor defects or irregularities in any Proposal in accordance with the City Charter and Codes.

8. No changes or additions may be made by the Proposer after the deadline for receipt of Proposals. The City reserves the right to ask for additional information or documentation, as it deems necessary. 407

4 9. The City reserves the right to verify the information in the proposal.

10. If a Proposer knowingly and willfully submits false performance or other data, the City reserves the right to reject that Proposal. If it is determined that a contract was awarded as a result of false performance or other data submitted in response to this RFP, the City reserves the right to terminate the contract.

11. A Proposer may not be recommended for funding, regardless of the merits of the proposal submitted, if it has a history of contract non-compliance with the City or any other funding source, or currently disputed or disallowed costs with the City or any other funding source.

12. The City reserves the right to enter into a contract for less than the full scope of work described in the RFP.

13. Proposals may be withdrawn personally, by written request, or by telegram prior to the scheduled closing time for receipt of Proposals.

14. The City reserves the right to revise or amend this RFP up to 72 – hours prior to the due date set for RFPs. Revisions and amendments, if any, will be announced by an addendum to this RFP. If the revisions require additional time to enable Proposers to respond, the City may postpone the due date accordingly. In such case, the addendum will include an announcement of the new due date. All addenda must be attached to the Proposal. Failure to attach any addendum may render the Proposal non-responsive and cause it to be rejected.

15. The City of Richmond reserves the right to reject any and all Proposals received, to take all Proposals under advisement for a period not to exceed ninety (90) days after the date Proposals are due, and to be the sole judge of the relative merits of the material and or service mentioned in the respective Proposals received. The City reserves the right to reject any Proposal not accompanied with all data or information required.

16. The prospective proposer agrees to comply with the City of Richmond’s Local Business Opportunity Ordinance, the Local Employment Program Ordinance and must comply with the City’s maximum tow charges (Exhibits 1-3)

PROPOSAL SUBMISSION AND EVALUATION

The ORIGINAL, PLUS THREE (3) COPIES of the Proposer’s response, including all RFP documents as listed below must be submitted and marked with the RFP number and title.

Proposals shall be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP.

Proposals shall adhere to the following format for organization and content. Proposals must be typed and arranged/divided in the following sequence to facilitate evaluation:

SUBMISSION REQUIREMENTS:

To be considered responsive, a proposal must contain the following, referenced by number and in the order below.

All responses must include the following components:

Proposer’s Response. Attachment 1, you must submit your response on the forms provided (if additional space is required, please attach additional pages).

Cover Letter
The cover letter shall:

1. Confirm that all elements of this RFP have been reviewed and understood;

2. Include a statement of intent to perform the services as outlined; 408

5 3. Express company’s willingness to enter into an agreement under the terms and conditions prescribed by this RFP and in the sample Tow Service Contract (attached).

4. Include a brief summary of Company’s qualifications; and

5. Identify a single person for contact during the RFP review process. The cover letter shall be limited to two (2) pages.

6. Cover letter shall be signed by an authorized official of the company.

7. Confirm that TOW OPERATOR has a business office and storage facility located within the CITY or within three (3) miles of the CITY limits throughout the term of the CONTRACT.

8. Confirm that TOW OPERATOR has a minimum of three (3) years verifiable for-hire towing service, as an owner or principal. Ownership status will be investigated and determined by the RPD.

References
All proposals submitted shall be accompanied by three (3) customer references (preferably local Richmond area or other governmental agencies) for whom the Proposer has provided a similar scope of work during the past two (2) years, of comparable settings, complexities and quantities as required of this request for proposals. The references shall include names, addresses, and telephone numbers of the clients for whom prior work was performed and include an explanation of the services provided. These companies will be contacted prior to award of proposal.

Proposals which fail to address each of the submission requirements above may be deemed non-responsive and will not be further considered.

The City of Richmond reserves the right to reject any or all proposals and to waive technicalities and informalities.

EVALUATION PROCESS AND CRITERIA

1. Pre-evaluation — Proposals may be eliminated if they fail to meet with minimum Proposal requirements, including but not limited to late submittal, failure of an authorized Proposer to sign the Proposal, and failure to provide adequate information to permit evaluation.

2. Evaluation — Review of Proposal by City staff to determine Proposal that best meets City's needs, as indicated by Proposer's experience and performance record in delivering similar services to cities and public agencies, legal or financial interest in more than one towing company, understanding of the technical requirements of the RFP, facilities, qualifications, background, financial capacity, service delivery and if within the City limits a current business license (with no lapses) and in accordance with all Municipal Codes that apply to towing/yard requirements.

3. Contract Award - City staff will recommend Proposer(s) for award of a Contract to the Chief of Police. All Proposers will be notified of the City's decision.

The ability, capability, experience, performance record, facilities, skill of the Proposer to perform the contract in accordance with this RFP and previous and existing compliance by the Proposer with laws and ordinances relating to the contract will all be considered in the award of contract.

Evaluation Criteria and Process:

If an award is made, it will be made to the responsive and responsible Proposer that offers the City the greatest value based on an analysis involving a number of criteria. Each Proposal will be evaluated using the following criteria:

Qualification of Firm 30%

Experience of Firm 25% 409

6 Site Visit Review 30%

History of Firm 15%

INTRODUCTION
The following technical requirements describe vehicle towing and storage services for the City on an "as needed" basis. This RFP is intended to be as descriptive as possible. However, Proposers may not take advantage of omissions or oversights in this document. Proposers must supply products and services that meet or exceed the requirements of this RFP.

SCOPE OF SERVICE

Any Contract issued pursuant to this RFP shall be personal to the Proposer and shall not be assigned, subcontracted or transferred in whole or in part, without the written prior approval of the City.

The Proposer will perform the vehicle towing and storage services as directed by the City Manager or the Police Chief or their designees. Services must comply with all City and State laws and ordinances that regulate tow truck and the impounding, towing, storage, selling or dismantling of vehicles.

All tow truck drivers engaged in performing their duties under the provisions of this Contract will take direction in performing such duties from the Requesting Officer at the scene.

All tow truck drivers will be required to wear an approved “mechanic style” uniform including a shirt with the operator’s name and company name embossed and will be required to maintain acceptable standards of dress and cleanliness while in the field.

All tow truck drivers will be required to participate in the City’s Customer Service Training, including payment of the training costs, within 90 days of the award of the contract or within 90 days and beginning with employment by the Proposer.

The Proposer must agree to participate in the Contra Costa County Victim Assistance Program, which will offer a 15% discount to crime victims that have met the requirements of the program. Payments made by Contra Costa County Victim Assistance Program will be made by check only. Proposer must agree to accept checks from the Contra Costa County Victim Assistance Program.

PERFORMANCE
The Proposer must perform the services in accordance with the provisions of this RFP in a professional, ethical, courteous, and orderly manner as a best effort to obtain and keep the confidence of the community.

Any failure by the City, at any time, to enforce or require the strict performance of any of the terms, covenants or conditions, will not in any way impair or constitute a waiver of the right of the City to avail itself of such remedies as it may have for any breaches of such terms, covenants or conditions.

The Proposer must provide all tow truck drivers with, and require that they use in the daily performance of required duties as described in this Contract, all safety equipment commonly considered a required towing industry standard.

The Proposer must ensure that the Proposer’s tow truck operators possess the requisite licenses, skills, knowledge, abilities and experience to perform all types of tow requests and vehicle recoveries with out direct supervision.

FORBIDDEN ACTIVITIES
The following activities are forbidden:
a) Driving "code" by operating overhead emergency lights while in route to or from a 410

7 tow scene.
b) Disobeying traffic control devices (traffic lights, stop signs, etc.). c) Monitoring police radio dispatches for gain or profit. d) Soliciting preferential dispatches to accident locations by payment: of any form or favor or gratuity to an agent of the Contract Administrator.
e) Soliciting those at the scene of an accident or disabled vehicle for personal profit. f) Soliciting performance of repair work on a vehicle involved in an accident or breakdown in connection with providing towing service for such vehicle.
g) Making any repairs or alterations to a vehicle, without first being authorized by the owner or an authorized insurance company or other authorized agent of the vehicle owner, with the exception of emergency alterations necessary to permit the safe towing of a vehicle.
h) Not taking private property tows and tows given a DMV 462 form to the licensed dismantler. i) Towing any vehicle that is occupied by any person, except as specifically directed by an impounding officer. j) Charging for services not performed, creating duplicate charges for the same service or charging any fee in excess of those permitted under the Contract.
k) Causing damage to the persons or property of others while performing under the Contract. l) Making any false statements of material fact or omitting disclosure of material fact in the performance of this Contract.
m) Possession of any firearm or weapon in tow truck during performance of this contract. n) Use of profane or obscene language, which offends a customer or any other person; or being verbally or physically offensive, abusive, disrespectful, or discourteous to any customer, motorist, agency employee or any other person.
o) Touching any customer, motorist, agency employee or any other person in any inappropriate manner, except in self-defense when threatened with imminent physical harm. p) Removing any parts, property, personal effects or any other items from a vehicle, except as specifically permitted in the Contract or at the explicit request of the vehicle owner/owner's agent. q) Driving under the influence of alcohol or drugs, unless such drugs are taken pursuant to a doctor's prescription or are available over the counter and such drugs do not impair the tow operator's ability to safely perform all functions necessary to the fulfillment of the Contract. r) Operating any vehicle or other equipment in a careless, reckless or negligent manner, or operating a towing vehicle during the commission of a crime.
s) Refusing to issue a clearly legible receipt, if necessary, in addition to the standard tow bill, to any owner/owner's agent who requests a detailed listing of all charges.
t) Requiring any vehicle owner/owner's agent to make any statement or sign any document relieving the Proposer from responsibility for the condition of the vehicle or its personal effects prior to the owner's/owner's agent's inspection of vehicle.
u) Operating any towed vehicle, except as directed by a public safety officer or other agent of the City. v) All Proposers shall refrain from recommending or promoting their tow business or other business services when performing tow requests for the City and its agents. The act of soliciting and/or recommending a business or service for personal financial gain or when acting as an agent for a body shop, repair shop, or legal service is strictly forbidden.

PRE TRIP INSPECTION
Each tow truck driver shall complete daily pre-trip equipment and vehicle inspections at the beginning of his /her shift. Records of inspections shall be provided upon request of City.

ERRORS AND OMISSIONS
411

8 The Proposer shall not be allowed to take advantage of any errors and/or omissions in these specifications or in the Proposer's specifications submitted with its Proposal. Full instruction will be given when errors or omissions are discovered.

BACKGROUND EXAMINATIONS
No Contract will be implemented unless, and until the Proposer owners have been fingerprinted and photographed by the Richmond Police Department. Fingerprints and photographs must be completed within ten (30) days after award of contract.

All persons performing or causing towing services to be performed pursuant to this Contract shall submit to a limited background examination and shall pay the required fees as established by City Council resolution. Each first-time tow driver applicant must undergo a live scan examination as part of the limited background process and pay the tow drivers permit fee as set in the Master Fee Schedule (currently $83). The Chief of Police may deny an application and may summarily suspend or revoke a previously approved tow driver permit when he or she determines, at his or her sole discretion that said application or tow driver permit would be detrimental to the public health, safety and welfare. A temporary tow driver’s permit to begin providing services on behalf of the Proposer may be issued upon determination of the following:
a) The fees for the live scan exam (if required) and tow truck driver permit, as established by resolution of the City Council have been paid (cash or check required). b) The applicant has submitted a complete and truthful application, including photographs and all required evidence of identity and right to work in the United States. Untruthful applications will be rejected. Applications will be deemed untruthful if they contain material omissions and/or material misstatements of fact.
c) Within the past seven (7) years, the applicant has not been convicted of a felony or any crime involving vehicles or vehicle parts; burglary, theft or stolen property; assault, battery or any similar violent crime; any criminal conviction under State Narcotic Law; any sex crime; any crime involving fraud or deceit; or any crime involving moral turpitude.
d) Within the past five (5) years, the applicant has not been convicted of any serious driving offense, including but not limited to driving under the influence of intoxicants, reckless driving, attempt to evade/elude a peace officer, or hit and run. e) The applicant's Department of Motor Vehicles (DMV) driving record for the five- year period prior to the date of application does not contain more than:
i) Five (5) traffic infractions or,
ii) Five (5) serious traffic violations, or
iii) Five (5) motor vehicle accidents which are required to be reported to the DMV, or iv) Greater than five (5) of any combination of infractions, serious traffic violations or motor vehicle accidents, as defined above.

The Proposer shall be responsible for scheduling tow truck drivers for their background check appointments and for ensuring that the drivers arrive on time, with all required documents and fees. The Proposer may incur a billing deduction when any driver fails to arrive on time and/or is not adequately prepared.

The Proposer must procure all permits and licenses, pay all charges and fees, and give all notices required by state and local law.

PROPOSER’S EXAMINATION OF REQUIREMENTS
The Proposer is required to examine carefully the streets of the City, the instructions, information and requirements of this RFP, investigate the conditions to be encountered, the character, quality and quantities of work to be performed, materials and vehicles to be furnished, and garage and storage facilities required by this RFP document. Submission of a Proposal will be considered prima facie evidence that the Proposer has made such examination.

THE CONTRACT AGREEMENT
The Proposer to whom the award is made will be required to enter into a written contract with the City. A copy of this RFP and the Proposer's accepted Proposal will be attached to and become a part of the contract. All services supplied by the Proposer will conform to the applicable requirements of the City Charter, City Ordinances, and State or Federal Law 412

9 covering Labor and Wages, as well as conforming to the requirements contained herein. In case of default by the Proposer, the City reserves the right to procure the articles or services from other sources and to hold the Proposer responsible for any excess cost incurred by the City

RESPONSE TO REQUEST FOR SERVICE

The Proposer shall respond to a minimum of eighty percent (85%) of all standard requests for service, and a minimum of eighty percent (85%) of all flatbed requests for service, over any given monthly billing period.

It shall be the Proposer’s responsibility to perform as follows:
a) Vehicle tows as requested by the City’s Police Department, including, but not limited to, vehicles impounded for evidence or taken into custody by the Police Department, vehicles involved in accidents or disabled for other causes (when alternative towing is either not appropriate or not requested by the owner or operator of the vehicle), and vehicles which for other reasons are within the jurisdiction of the Police Department. b) Remove debris from public streets resulting from accidents. c) Perform the necessary work preliminary to towing such as removal of vehicles from ditches, righting said vehicles, separating entangled vehicles, disconnecting drive shafts, and other such work in connection with the towing operations performed under the Contract. d) Review the CHP 180 form and ensure that all damages and items located in the car have been noted by the reporting officer and only then sign the CHP 180 form.
e) Additional labor fees that can be associated with a tow shall be sent to the Tow Contract Coordinator in a form of a statement (including a detailed description of the additional labor fees). f) Clear the location specified in the originating dispatch sufficiently to restore normal traffic movement. In the event that the Proposer receives an additional tow request to remove a disabled vehicle that is interrupting traffic flow, park the first tow request in a safe location, then immediately proceed to the site specified for the additional tow request. Any disabled vehicle deposited or parked by the Proposer at the site specified in any tow request shall be towed at the earliest opportunity after the Proposer has complied with the above provisions for restoring traffic movement’s at all specified locations. g) Write the date of tow on the front and rear windows of the towed vehicle in a legible manner, excluding plastic windows.
h) Transport all towed vehicles directly to the Proposer’s tow yard or to the location designated by the impounding Officer or Agent of the City requesting towing service or the vehicle owner. i) Tow vehicles that do not have any wheels.
j) Ensure that the tow driver/operators shall not interfere with an impounding Officer’s decision to impound or release a vehicle.
k) Notify Police Department Dispatch operator when a tow truck arrives on the scene of a requested response for tow service.
l) Communicate directly and at all times, with Dispatch when providing tow services for the City.

SERVICE COST ADJUSTMENTS
The time required to complete a standard tow request should not exceed one (1) hour including response time.

Any charges for additional tow trucks or extra persons used during a vehicle recovery will require written justification, and the times of arrival and departure of the additional equipment or person. The Proposer shall notify Tow Administrator if there is any delay or extension of billable hours and provide a written justification for the extra charges on the Impound Storage Report

RESPONSE TIME, VEHICLE STORAGE AND PERSONAL PROPERTY

The Proposer’s response to a call for service shall not exceed thirty-five (35) minutes from the time the Proposer receives the request from the Police Department Dispatcher to the time the tow vehicle arrives at the requested location.

The Proposer must notify the Police Department Dispatch operator when a tow truck cannot respond immediately and must give the reason and an estimated time of arrival.

If the Proposer indicates that they are unable to respond within 35 minutes and the estimated time of arrival is not satisfactory to the requesting officer, the dispatcher may elect to call another tow service.

The Proposer shall required their tow truck operators to notify their dispatch center to report when they are enroute to 413

10 tow request locate and when they arrive.

The Proposer shall insure that their storage yard meets all City and State standards associated with the storage of vehicles and business practices. It is the responsibility of the Proposer to insure that all vehicles towed to their yards are protected from any damage.

In the event of loss or damage to a stored vehicle, its accessories, or personal property contained therein, the Proposer must make reasonable restitution to the owner of such property for all losses or damage for which the Proposer is legally liable.

The Proposer has the responsibility of safeguarding all articles left in the impounded vehicle. All property left in the vehicle must be listed in the CHP 180 by the requesting officer. Any articles removed for any reason must be properly identified and accounted for. If personal property stored within the vehicle is not recovered by the owner or legal representative, it must be disposed of in accordance with sections 1798 and 3067 et seq, of the California Civil Code.

TOWING EQUIPMENT

Required Equipment Capacities, Required Recovery Equipment, Required Safety Equipment, and Required Maintenance.

Each Tow Operator must have at least three tow trucks capable of towing Class A, and at least one tow truck capable of towing Class B, Class C, or Class D at all times during the term of the Contract.

A tow operator may qualify under the these requirements if they possess a total of three tow trucks provided that all three tow trucks are capable of towing Class A and at least one of the three tow trucks is also capable of towing Class B, Class C, or Class D.

Definitions:

1) Class A - Light Duty
a) A tow truck which has a manufacturer’s GVWR of at least 14,000 pounds.

1) After June 30, 2006, Class A 4-wheel drive tow trucks with a GVWR of less than 14,000 pounds may be listed as special equipment on the CHP 234A, Rotation Tow Listing Application. These tow trucks shall be used only for recoveries requiring the use of 4-wheel drive.

2) Class B -Medium Duty

a) A tow truck with a GVWR of at least 26,001 pounds. The truck shall be equipped with air brakes and a tractor protection valve or device, and be capable of providing and maintaining continuous air to the towed vehicle.

3) Class C -Heavy Duty

a) A three-axle tow truck with a GVWR of at least 48,000 pounds. The truck shall be equipped with air brakes and must be capable of providing and maintaining continuous air to the towed vehicle.

4) Class D -Super Heavy

a) A three-axle tow truck with a GVWR of at least 52,000 pounds. The truck shall be equipped with air brakes and must be capable of providing and maintaining continuous air to 414

11 the towed vehicle.

Additional Equipment — Heavy Contract
The Proposer shall have available for use the following miscellaneous equipment at the scene:

Forklift(s)
Fruehauf, Spen, or approved equal, conversion gear.

Gas Welding Unit
Lowboy
Appropriate tools and equipment for removing and replacing a driveline when required to prevent transmission damage to a towed vehicle.

SERVICE REQUEST TYPES
In addition to light duty, medium duty and heavy duty tows, the Proposer will be required to respond to the following types of tows commonly requested by the PD Tow Dispatcher:

CANCELLED TOW REQUESTS
a) Tows Gone On Arrival (GOA) - If a tow request vehicle is gone when the Proposer arrives to perform a tow the requesting Officer will be responsible for insuring that the Proposer be placed back on top of the rotation tow list.
b) Cancelled Calls - A tow request may only be cancelled by the RPD Dispatcher or the Requesting Officer. The Proposer or its employees do not have the authorization to cancel calls for service. The Requesting Officer may cancel tows at his or her sole discretion and in conformity with Departmental Policy. c) Cancelled Call Billing – The City shall not reimburse any tow company for any tow services that are canceled while enroute and/or at arrival to a scene. For the purpose of the Contract “ Arrival” is defined as the time the tow truck vehicle stops at the location and the tow truck’s wheels are no longer moving. The Requesting Officer shall have the sole discretion to make the determination if the tow truck has arrived under the above definition. No fees or charges for cancelled calls will be accepted or paid by the City.

DROP FEES
When a vehicle is being towed due to a parking violation and the vehicle owner or vehicle driver returns to the vehicle after the tow truck’s arrival but before the tow truck is in motion, he/she shall be informed of the his/her a) Abandoned Vehicle Tow (private property tows): Any tow designated by the City as part of its abandoned vehicle abatement program, which must be taken to the contracted tow dismantler. b) City Vehicle Tow: Any tow of a City-owned vehicle.
c) City Vehicle Road Service: A request for road service on a City owned vehicle, limited to tire changes, jump starts, lock outs, and winch outs.
d) Courtesy Tow: Requests to have a legally parked vehicle moved to another legal parking place for emergency purposes, at no charge to the citizen.
e) Motorcycle Tow: Request to tow a motorcycle not requiring use of a motorcycle trailer. f) Scheduled Tow: A tow that is scheduled in advance and does not require a specific arrival time. g) Tows that are assigned a DMV 462 form: All tows given a DMV 462 must be taken to the contracted tow dismantler.
415

12 right to have the vehicle released upon payment of a Drop Fee, (one half of cost of the Contract tow fee), which will be paid at that time to the Contract tow operator. If the attachment process is complete and the tow truck is in motion, the owner or authorized driver shall pay the full towing fee to the tow operator, but only with the approval of the Requesting Officer. The Proposer is required to ensure that all tow truck drivers have the necessary equipment to accept credit cards and the necessary receipts for accepting cash payment of the Drop Fee.

ADDITIONAL REQUIRED EQUIPMENT
All Tow Trucks operating under a City Contract shall be fully equipped based on current industry standards as follows:
• Most current version of Thomas Brothers Map Guide Book, or its equivalent , or a Geographic Position System (“GPS”).
• Four -way emergency flashing system.
• Light bar, amber lights only.
• Rear facing work lights directed to illuminate the area of the tow scene under low visibility conditions.
• Portable auxiliary brake lights, emergency flasher, turn signal, and taillight with protective pads/covers on the bottom, for use on towed vehicles. • Warning alarm clearly audible above the surrounding noise in the vicinity and designed to sound when the tow vehicle is shifted into reverse to signify that the vehicle is backing up. • Fire extinguisher with an Underwriter's Laboratory rating of at least 5B. • Broom, shovel, and containers for solid accident debris and capable of holding at least 10 lbs. of grease.
• Fluid-absorbent material, and all other equipment necessary to clean up an accident scene in accordance with state and local law.
• At least six (6) flares or other emergency reflective devices. • Interchangeable trailer ball hitches sizes 1 7/8", 2", and 2 5/16". • Tools and equipment for providing minor repairs.
• Tire changing equipment, including a tire wrench and vehicle jacks • Jumper cables
• Two-way radio equipment or cellular telephone for communicating with the Proposer's and police dispatcher at all times. Such equipment shall be approved and licensed in accordance with federal law. • Any other equipment required by state and federal law for the safe operation of a tow truck.

INSPECTION, REPAIR & MAINTAINENCE
Tow trucks used in the performance of this Contract shall display evidence of having passed a semi-annual safety inspection. The City’s Maintenance Division, the California Highway Patrol, or other acceptable and equivalent organizations may conduct this inspection. No tow truck shall be approved for operation under the conditions of this Contract unless such truck meets the equipment standards set forth in this Contract and is owned by or is under the exclusive control of the Proposer by means of a lease. All tow trucks used in the performance of this Contract shall be maintained in good condition, which includes:
a) Tow truck bodies shall be adequately painted and the paint shall be maintained in good condition.
b) Tow trucks shall be marked as required by the California Vehicle Code. c) Tow trucks shall be marked with the name/identification for this Contract and shall be the same as the name shown as "Firm Name" on the first page of the bid. d) Tow trucks must be registered with the DMV for this Contract and shall be same as the name shown as "Firm Name" on the first page of this bid. e) Tow truck bodies shall be kept in good repair, clean and free of major dents or damage. f) Tow truck cab interiors shall be clean with only standard and proper equipment inside.
g) Tow truck wrecker bed interiors shall have all equipment properly mounted and properly maintained.
416

13 h) Tow trucks shall conform to all requirements established by the California Vehicle Code.
i) Tow truck cab interiors shall be kept clean and free of dirt and grease, shall have complete instrumentation, including manufacturer's interior panels, shall have passenger seatbelts, and shall have clean upholstery surfaces and floor.

RECORDS
The Proposer must keep at his principal place of business, complete and accurate records of all vehicles towed, impounded, or stored at the request of the City.

The record system must be adequate to enable Proposer to locate and/or provide a written report of storage or tow by:
a) Vehicle by license number only.

All records required to be kept by the Proposer must be available for inspection at all reasonable times by representatives of the City of Richmond and the California Highway Patrol. Written reports may be required from time to time.

MONTHLY EMPLOYEE & EQUIPMENT UPDATE REPORT
a)
The following reports shall be submitted at the beginning of the Contract term and by the tenth (10th) day of each month during the Contract period. The Proposer shall register with the Contract Administrator a list of all tow trucks
and other towing equipment to be used in the performance of the Contract. The registration shall contain the license number, vehicle identification number (VIN), vehicle make and year, equipment type and inspection date of each piece of equipment to be used in the performance of this Contract. All trucks shall be registered to the company.
b) The Proposer shall inform the Contract Administrator, by the tenth (10th) day of the following month, of any vehicle accident involving a towing vehicle operated by the Proposer or the Proposer's employees or agents, which is required by state law to be reported to the Department of Motor Vehicles. The Contract Administrator may consider the accident and the surrounding circumstances in reviewing future applications for a tow contract or in determining appropriate sanctions or remedies under this Contract. c) The Proposer shall inform the Contract Administrator within twenty-four (24) hours of the arrest, criminal charges, conviction or sentencing of any owner, part-owner, partner, business associate, principal party, officer, director, agent, employee or any other person associated with the Proposer's performance of this Contract for any criminal offenses including, but not limited to, theft, robbery, burglary, assault, drugs, prostitution, weapons, fraud, trafficking in stolen goods or any traffic crime, including but not limited to, driving under the influence of intoxicants, reckless driving, attempt to elude a police officer, leaving the scene of an injury accident or hit and run or any other offense related to the protection of the public interest.

e) All tow truck drivers performing towing services on behalf of the Proposer must obtain and maintain a valid Tow Truck Driver Permit” issued by the Richmond Police Department, while performing services under this Contract.

The Permit must be in the driver's possession at all times, and must be presented upon demand for inspection by any employee of the City. Any Proposer whose tow truck driver arrives at a call for service without the required Permit may incur a billing deduction.

24-HOUR DISPATCH
A dispatcher shall be on duty* at the Proposer’s primary business location during regular business hours, except on City recognized holidays. The dispatch office shall have the ability to communicate directly and verbally with all tow drivers and Police Department Dispatch twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year, including weekends and holidays. *Note: "On duty" shall mean available by telephone. After hour’s dispatchers shall maintain direct contact with 417

14 all tow operators and the RPD dispatch.

BUSINESS LICENSE
The Proposer shall obtain a City business license before beginning work under the Contract and shall maintain a valid business license throughout the term of the Contract.

REQUIRED TOW PROPOSER SERVICES
The Proposer shall provide towing services as described by this RFP when requested to do so by a Police Department Dispatcher. The Proposer recognizes and agrees that strict adherence to all terms and conditions of this RFP, the rules and directives of the RFP Administrators (Towing Supervisor), the City and its agencies, and laws of the county, state and federal governments, is material to the performance of the contract, the public interest, and is of the utmost importance to all agencies affected by the contract.

Except as provided in the RFP, the Proposer must not display or use any signs, advertising material, or logos which indicate that the Proposer is an official towing service or police garage of the City of Richmond, without having received prior written permission from the City Manager of the City of Richmond.

INSPECTION
All real property and improvements, and all storage facilities, equipment and materials used by the Proposer in the performance of these specifications must be open to inspection by the City and shall be subject to periodic checks.

ABILITY TO PERFORM
Proposers must furnish evidence to the City that the Proposer has or can obtain no later than ten (10) working days past the due date of this RFP: (1) the towing equipment and storage yard and facilities reasonably necessary to perform the obligations set forth in these specifications and (2) title to or a lease on the land and improvements thereon reasonably necessary to perform the obligations set forth in these specifications. The storage yard and facilities shall be located in a zoning district where such vehicle storage and necessary facilities are permitted uses and shall obtain all required land use and building approvals prior to award of contract.

OBSERVATION OF LAWS
The Proposer must keep fully informed of, and comply with all state and federal laws, and all ordinances and regulations of the City of Richmond which in any manner affect Proposer or those engaged or employed by the Proposer in performing the service to be rendered under the contract.

POLICE HOLDS
Richmond Police Department impounds with instructions to hold for fingerprints, investigation, evidence, or Vehicle Identification Number (VIN) inspection shall be handled and stored with all due care to protect and preserve the integrity of the police investigation to follow. Confidentiality of police investigations is crucial; therefore, the Proposer and its employees shall not discuss a towing impound case with members of the public or with news agencies. If approached to provide information on a tow investigation by a citizen or news agency, the Proposer shall refer the requesting party to the Public Information Officer of the impounding agency at the scene or the officer at the scene.

AUTHORITY OF THE CONTRACT ADMINISTRATOR
The Contract Administrator reviews and regulates the performance of the tow Proposer. For the purpose of the Contract, the Contract Administrator shall:
a) Determine if the Proposer is in compliance with the Contract, and shall hear and investigate complaints regarding the performance of the Proposer.
b) Determine and apply appropriate remedies for violations of the Contract. c) Determine the terms and content of the Contract between the City of Richmond and the Proposer. 418

15 d) Inspect all equipment, facilities, and personnel for compliance with this Contract. e) Investigate the appropriate use of specialized equipment and the rates charged, and take any action deemed appropriate if it is determined that the use of specialized equipment was unnecessary or the charges excessive.
f) During the term of this Contract, the City, acting through the Contract Administrator, may issue new policies or directives not included in the original Contract in the form of an amendment. The Proposer will be furnished with copies of such policies and directives. Such policies and directives will become part of and incorporated into this Contract and shall become effective as provided. g) The Contract Administrator acting with the City, reserves the right to renew this Contract taking into consideration the following criteria has been met.
i) Timely submittal of all required reports and billing summary ii) Successful inspection of equipment and facilities
iii) Successful Certification of all Proposers employees iv) Response for tow requirements of a minimum of 80% of calls

DEDUCTIONS
Any violation of the Contract may cause extreme inconvenience and hardship to the City, and failure to abide by all rules, directives, laws, and terms and conditions of the Contract may result in the City, at its sole discretion terminating the Contract and/or imposing deductions as enumerated below. The Contractor will receive a "Notice of Corrective Action" form listing the deductions that will be made by the City. The deductions agreed to, in advance, for non-performance of express conditions are as follows:
1 Insufficient staffing or tow trucks in service - $25.00 per occurrence without cause. 2 Failure to inform Dispatch of 10-97 time when applicable $25.00 per occurrence without cause. 3 Improperly equipped truck - $25.00 per occurrence, per item, per truck. 4 Failure to mark invoice numbers on a vehicle - $25.00 per occurrence without cause. 5 Tow driver does not meet minimum qualifications $100.00 per occurrence without cause. 6 Late call-in of information to Dispatch when applicable $25.00 per occurrence without cause. 7 Tow driver out of uniform or unkempt $25.00 per occurrence without cause. 8 Failure to itemized billing - $25.00 per occurrence without cause. 9 Failure to submit a Tow Storage Report - $25.00 per occurrence without cause. 10 Failure to provide stored vehicles protection from weather - $25.00 per occurrence without cause. 11 Unprepared or late for a background investigation - $25.00 per occurrence without cause. 12 Late response (3) times within a 30-day period - $100.00 per occurrence without cause. 13 Failure to perform a vehicle recovery - $50.00 per occurrence without cause. 14 Failure to clean up at accident scene - $150.00 per occurrence without cause.

CONTRACT TERMINATION

Either party (City or Proposer) may terminate any Contract awarded pursuant to this RFP for any reason upon thirty (30) days written notice.

BILLING
The Proposer shall submit an original plus one (1) copy of a Monthly Summary Invoice, which shall be on the Proposer's business stationery, by the tenth (10th) working day of each calendar month for tows completed during the previous month. It shall list the Proposer's individual invoice number, Tow's invoice number, cost for each tow, and the number of tows for the month, and a total 419

16 cost for the month. One (1) copy of the individual invoices shall also be submitted to the Account Payable department with the Monthly Summary Invoice. The City will review summary invoice costs, after which the City shall process accurate Monthly Summary Invoice for payment in due course of payments.

SUPPLEMENTAL INSURANCE REQUIREMENTS
The insurance provisions in the Contract-General Conditions shall be supplemented with the following:

Without limiting the Proposer’s indemnification of the City, the Proposer shall provide and maintain at its own expense, during the term of the Contract, or as may be further required herein, the following insurance coverage’s and provisions:

A. Evidence of Coverage

Prior to commencement of any Contract awarded under this RFP the Proposer shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Proposer upon request.

This verification of coverage shall be sent to the Contract Administrator, unless otherwise directed. The Proposer shall not be awarded a Contract until it has obtained all insurance required and such insurance has been approved by the City. This approval of insurance shall neither relieve nor decrease the liability of the Proposer.

B. Qualifying Insurers

All coverage shall be issued by companies which hold a current A/M. Best rating of not less than A: VII, unless otherwise approved by the City’s Risk Manager. All insurance shall be placed with admitted companies in the State of California, licensed to write insurance, or by a surplus lines insurer authorized by the State of California.

C. Notice of Cancellation

All coverage as required herein shall provide that no cancellation, major change in coverage, expiration, or nonrenewal (except for non-payment of premium) will be made during the term of the Agreement, without thirty (30) days written notice (10 days for non-payment of premium) to the Police Chief prior to the effective date of such cancellation, or change in coverage. Upon cancellation of coverage without evidence of replacement coverage, Proposer shall not engage in any services under any Contract awarded pursuant to this RFP until replacement coverage is obtained and approved by City.

D. Insurance Required

1. Garage Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than two million dollars ($2,000,000) combined single limit (CSL) per occurrence, $4,000,000 aggregate.

a. Each occurrence - $2,000,000

b. General aggregate - $4,000,000

c. Products/Completed Operations aggregate - $2,000,000

d. Personal Injury - $1,000,000

3. Garage and General liability coverage shall include:

a. Premises and Operations
420

17 b. Products/Completed

c. Personal Injury liability

d. Severability of interest

4. Garage and General liability coverage shall include the following endorsement, a copy of which shall be provided to the CITY:

Additional Insured Endorsement shall be equivalent to or greater than ISO form number CG 20261185, and shall read:

“City of Richmond, its officers, agents, employees and volunteers as additional insureds.”

Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the CITY, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy.

5. Automobile Liability Insurance

For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. The City, its officers, agents, and employees shall be named as additional insured by endorsement for this coverage.

6. Workers' Compensation and Employer's Liability Insurance

a. Statutory California Workers' Compensation coverage.

b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence.

7. Garagekeepers Legal Liability - with a minimum limit of five hundred thousand dollars ($500,000) per occurrence.

On Hook Coverage/Cargo – insuring the vehicle in tow with limits based on the size of the tow truck.

a) Class A tow truck $ 50,000
b) Class B tow truck $100,000
c) Class C tow truck $200,000
d) Class D tow truck $250,000
.

E. Special Provisions

The following provisions shall apply to this Agreement:

a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Proposer and any approval of said insurance by the City or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Proposer as part of any Contract awarded pursuant to this RFP, including but not limited to the provisions concerning indemnification.

b. Should any of the work under the Contract be sublet, the OPERATOR shall require each of its subOPERATORs of any tier to carry the aforementioned coverage’s, or OPERATOR may insure subOPERATORs under its own policies.
421

18 c. The City reserves the right to withhold payments of any Contract awarded to the Proposer in conjunction with this RFP in the event of material noncompliance with the Insurance requirements outlined above.

d. This contract is NOT subject to the City of Richmond’s Living Wage.

F. Damage to Real Property
The Proposer shall be responsible for all damage to buildings, walls, windows, fences, garage doors, landscape, hardscape, bollards, driveways, pavement, and curbs during the recovery and removal of towed and/or impounded vehicles. The Proposer shall make every effort to limit damage to real property and shall be responsible for damage caused by negligent recovery procedures.

SINGLE BUSINESS LIMITATION

Proposer may not own (in whole or part), manage, exercise control or dominion over, or have any legal, financial beneficial interest or have any affliction with more than one towing company that is submitting a proposal or that has been awarded a Contract for towing services. This includes (but is not limited to) any form of ownership, either as a corporation, limited liability company, partnership, shareholder, sole proprietor, individually, or any other business form. Proposer may not use the storage yard or any facility of any other Proposer. Each Proposer will be required to execute a document under penalty of perjury attesting to the above facts prior to the award of any Contract. Each Proposer shall be required to disclose any former or current affiliation with any towing company that currently operates within the Richmond City limits or has operated within the City limits within the last five (5) years.

Evaluation Committee
All proposals received will be reviewed by Lt. Donovan Decious to ensure that all administrative requirements of the RFP package have been met by the Offerors. The RFP will be evaluated by City representatives from relevant departments. The Evaluation Committee will review all proposals received and determine a ranking.

Additionally, the Committee may, in its sole discretion and in the course of its evaluation, arrange a site visit or request presentations/demonstrations with one or more selected Proposers, or conduct interviews. Award of contract(s) shall be made to the Proposer whose Proposal is determined to be the most advantageous for the City, taking into account all of the evaluation factors set forth in this RFP. The City reserves the right to reject any and all Proposals submitted in response to this RFP and such rejections shall be made at the sole discretion of the City.

Include this page with your response

PROPOSER'S RESPONSE
422

19 Attachment 1
FAILURE TO COMPLETE ALL ITEMS IN THIS SECTION MAY INVALIDATE YOUR Proposal.

In accordance with your Request for Proposal (“RFP”), the following Proposal is submitted to the City of Richmond.

PROPOSAL SUBMITTED BY:

Name of company:

Address:

Telephone Number/Fax Number:

FORM OF BUSINESS ORGANIZATION: Please indicate the following (check one); Corporation Partnership Sole
Proprietorship Limited Liability Company
Other: _________________________________________
List all owners, partners, shareholders, officers, and any person or other entity having any legal or beneficial interest in the company:
_________________________________

Date executed: ____________ ___ Signature______________________ Title: _______________________ Print Name: _______________________

Include this page with your response
SINGLE BUSINESS DECLARATION:

Proposer declares, under penalty of perjury under the laws of the State of California, that Proposer, including its officers, shareholders, partners, or agents, has no affiliation or any legal, financial or beneficial interest, is not a shareholder, partner or officer of, nor has any informal or 423

20 formal agreement with, nor exercises any dominion or control over any other towing company that is submitting a proposal or seeking to obtain a tow contract with the City or currently is part of the City’s tow rotation.

Date executed: ___________________ Signature______________________ Title: _______________________ Print Name: _______________________ If there is any connection with any other Proposer please list the name of the Proposer and describe the nature of the connection:

NOTICE: IF YOU HAVE ANY DOUBT IF AN AFFILIATION OR CONNECTION EXISTS, YOU ARE

REQUIRED TO LIST IT AND THE MATTER WILL BE MORE FULLY INVESTIGATED FOR A

DETERMINATION BY THE CITY IF THE AFFILIATION PRECLUDES THE CONTRACT BEING

AWARDED TO THE AFFILIATED PROPOSERS
BUSINESS HISTORY:

How long have you been in business under your current name and form of business organization? _______ years
If less than two (2) years and your company was in business under a different name, what was that name?

CONTACT FOR ADDITIONAL INFORMATION:

Please provide the name of the individual at your company to contact for any additional information: Name, title and phone number/fax number

Include this page with your response

EMPLOYEE IDENTIFICATION:

If a Contract is awarded to your company, list all the individuals that will require fingerprints and photographs:

Name Title Address
(Do not put company address)

424

21 EQUIPMENT:

Please list all currently owned equipment. Proposer must have required equipment at the time of submission of RFP. Failures to have required equipment will disqualify your bid. No grace period will be given to purchase equipment.

Vehicle Type License Plate # Vehicle Identification #

Include this page with your response PLEASE GIVE ANY OTHER INFORMATION YOU FEEL PERTINENT TO YOUR PROPOSAL WHICH IS NOT COVERED IN THE QUESTIONNAIRE.

Tow Operators (include C.D.L.#)

425

22 Tow Trucks (include license plate & Vin #)

References
(This page is required to be submitted with RFP)

All proposals submitted shall be accompanied by three (3) customer references (preferably local 426

23 Richmond area or other governmental agencies) for whom the Proposer has provided a similar scope of work during the past two (2) years, of comparable settings, complexities and quantities as required of this request for proposals. The references shall include names, addresses, and telephone numbers of the clients for whom prior work was performed and include an explanation of the services provided. These companies will be contacted prior to award of proposal.

1. Name of Business: _______________________________________________ Address: _____________________________________________________ Approx. size of company: __________ Dates of service: _________________ Contact person: ___________________ Phone number: ( ) E-mail address:

Explanation of Service Provided:_______________________________________ _________________________________________________________________ _________________________________________________________________

2. Name of Business: _______________________________________________ Address: _____________________________________________________ Approx. size of company: __________ Dates of service: _________________ Contact person: ___________________ Phone number: ( ) E-mail address:

3. Name of Business: _______________________________________________ Address: _____________________________________________________ Approx. size of company: __________ Dates of service: _________________ Contact person: ___________________ Phone number: ( ) E-mail address:

Page 1 of 27 ends

Printed 11/19/2025
PlanetBids
428
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 2 of 27 ends

Printed 11/19/2025
PlanetBids
429
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 3 of 27 ends

Printed 11/19/2025
PlanetBids
430
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 4 of 27 ends

Printed 11/19/2025
PlanetBids
431
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 5 of 27 ends

Printed 11/19/2025
PlanetBids
432
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 6 of 27 ends

Printed 11/19/2025
PlanetBids
433
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 7 of 27 ends

Printed 11/19/2025
PlanetBids
434
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 8 of 27 ends

Printed 11/19/2025
PlanetBids
435
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 9 of 27 ends

Printed 11/19/2025
PlanetBids
436
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 10 of 27 ends

Printed 11/19/2025
PlanetBids
437
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 11 of 27 ends

Printed 11/19/2025
PlanetBids
438
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 12 of 27 ends

Printed 11/19/2025
PlanetBids
439
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 13 of 27 ends

Printed 11/19/2025
PlanetBids
440
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 14 of 27 ends

Printed 11/19/2025
PlanetBids
441
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 15 of 27 ends

Printed 11/19/2025
PlanetBids
442
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 16 of 27 ends

Printed 11/19/2025
PlanetBids
443
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 17 of 27 ends

Printed 11/19/2025
PlanetBids
444
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 18 of 27 ends

Printed 11/19/2025
PlanetBids
445
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 19 of 27 ends

Printed 11/19/2025
PlanetBids
446
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 20 of 27 ends

Printed 11/19/2025
PlanetBids
447
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 21 of 27 ends

Printed 11/19/2025
PlanetBids
448
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 22 of 27 ends

Printed 11/19/2025
PlanetBids
449
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 23 of 27 ends

Printed 11/19/2025
PlanetBids
450
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 24 of 27 ends

Printed 11/19/2025
PlanetBids
451
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 25 of 27 ends

Printed 11/19/2025
PlanetBids
452
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 26 of 27 ends

Printed 11/19/2025
PlanetBids
453
City of Richmond
Towing Services, bidding on 11/06/2025 3:00 PM (PST)

Page 27 of 27 ends

Printed 11/19/2025
PlanetBids
454

CITY OF RICHMOND

STANDARD CONTRACT
Department: City Project Manager:

City Project Manager E-mail: City Project Manager Phone No:

Vendor No: Contract No:

Description of Services:

The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

1. Parties. The parties to this Contract are the City of Richmond, a municipal corporation (“the City”), and the following named Contractor:

Contractor Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No:
☐ A California corporation, ☐ limited liability corporation ☐ general partnership, ☐ limited partnership, ☐ individual, ☐ non-profit corporation, ☐ individual dba as [specify:] ____________________ ☐ other [specify:] _______________________________

2. Term. The effective date of this Contract is _______________________ and terminates _________________ unless terminated earlier as set forth herein.

3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $______________ (“Contract Payment Limit”) unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below, Compensation for work done under this Contract, shall not exceed as follows:

FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________

5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.

Police & Public Works
[email protected]
(510) 965-4917
2311
Rotational tow and automotive services.

Oliver's Tow, Inc.
2800 Radiant Avenue
Richmond, CA 94801
Randy Wilcox
(510) 758-3790
[email protected]
40000934
January 1, 2026
December 31, 2028
250,000.00
455

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C), attached hereto and incorporated herein.

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D), which are attached hereto and incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any), which are attached hereto and incorporated herein.

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F), which are attached hereto and incorporated herein.

10. Sanctuary City Compliance Statement. This Contract is subject to the Sanctuary City Compliance Statement (Exhibit G), which is attached hereto and incorporated herein.

11. Signatures. These signatures attest the parties' agreement hereto:

CITY OF RICHMOND,
a municipal corporation [BUSINESS NAME]
(* The Corporation Chairperson of the Board, President, or Vice President should sign below)
By: _________________________ By: ___________________________ Title: ________________________ Title: __________________________ Date Signed: _________________ Date Signed: ___________________ I hereby certify that this Contract (* The Corporation Chief Financial Officer or Assistant has been approved by City Council Treasurer, or Secretary or Assistant Secretary should or the City Manager. sign below)
By: _________________________ By: ___________________________ City Clerk Title: __________________________
Date Signed: ____________________
Approved as to form:
(NOTE: Pursuant to California Corporations Code Section By: _________________________ 313, if Contractor is a corporation or nonprofit organization, City Attorney this Contract (1) must be signed by (a) the Chairperson of the Board, President, or Vice-President and (b) the
Chief Financial Officer or Assistant Treasurer, or
Secretary or Assistant Secretary)
LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G
Oliver's Tow, Inc.
456
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT A

SERVICE PLAN
Contractor shall, to the satisfaction of the Project Manager ( set forth in Exhibit B) , perform the following services and be compensated as outlined below [or attach service plan if necessary]:

Oliver's Tow, Inc.

The TOW VENDOR will follow the Towing Services Agreement attached herein as Exhibit A-1 and Fee Schedule attached herein as Exhibit A-2.
457
2026 - 2028

CITY OF RICHMOND
Service Agreement
EXHIBIT A-1
458
1 TOW SERVICE AGREEMENT
I. GENERAL DEFINITIONS, CONDITIONS AND TERMS
A. This
Tow Services Agreement (hereinafter "AGREEMENT") contains terms and conditions that all contracting tow companies shall comply with in order to be part of the City of Richmond's Police Department rotational tow program ("ROTATION TOW LIST").

B. No tow company ("TOW OPERATOR") shall be placed or retained on the ROTATION TOW LIST unless t he tow company has a valid contract with the City of Richmond ("CITY"). T he Richmond Police Department ("RPD") Officer, Parking E nforcement Representative, RPD Cadet or Code Enforcement Officer ("REQUESTING OFFICER") on scene shall direct all towing service requests and has the sole discretion, i n conformity with RPD tow policy, to call for and/or cancel tows.

C. The CITY'S Chief of Police is hereby designated as the Administrator for the AGREEMENT. The Chief of Police or his/her designee shall supervise the progress and execution of this AGREEMENT through the term of the AGREEMENT.

D. TOW OPERATOR hereby names and designates
(name) as its
agent/representative ("AGENT") having sole responsibility for the overall responsibility for the performance of the terms and conditions of this AGREEMENT. The designated AGENT is required to pass the limited background investigation as set forth below.

II. TERM OF AGREEMENT
A. This AGREEMENT shall not exceed t hirty-s ix (36) months from the date of execution unless extended by written amendment executed by the CITY and TOW OPERATOR. In no event shall the total term of the AGRE EMENT exceed sixty (60) months.

B. The total annual amount payable by the CITY to the TOW OPERATOR under this AGREEMENT shall not exceed a total amount of TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000), except by contract amendment.

III ROTATION TOW LIST
A. Within the CITY, t he RPD shall maintain the ROTATION TOW LIST for each class of tow truck to ensure equitable distribution of calls. 459
2 B. Nothing in t his AGREEMENT shall prohibit an RPD supervisor from requesting a specific TOW OPERATOR when, in the supervisor's opinion, the necessary resources to clear a hazard as expeditiously as possible are not available from the TOW OPERATOR next on the ROTATION TOW LIST.

C. In such an i nstance, the TOW OPERATOR who had been passed over shall be retained at the top of the ROTATION TOW LIST. Regardless of the class of tow truck utilized for the call, charges shall not be more than for the class of vehicle towed or serviced, except with vehicle recovery operations that require a larger class of tow truck.

D. More than o ne TOW OPERATOR may be dispatched to a location requiring multiple vehicle tows. Distribution of the vehicles to be towed shall be at the discretion of the REQUESTING OFFICER
E. A REQUESTING OFFICER m ay direct a TOW OPERATOR to move vehicles to clear a roadway or for emergency lifesaving operations. TOW OPERATOR shall provide such assistance as directed and there shall be no charge for this assistance.

The assistance provided shall not change the TOW OPERATOR'S place on the TOW ROTATION LIST.

F. The TOW OPERATOR shall participate in th e Contra Costa County Victim Assistance Program, which will offer a 15% discount to crime victims that have met the requirements of the program. Payments made by Contra Costa County Victim Assistance Program will be made by check only. TOW OPERATOR shall agree to accept checks from the Contra Costa County Victim Assistance Program.

G. The tow o perator shall waive the first 48 hours of vehicle storage fees for City of Richmond residents that are victims of crime or whose vehicle was towed as a result of being involved with a crime. Verification of crime victims will be verified by Richmond Police Department.

IV. CANCELLED TOW REQUESTS/FEES
A. If vehicle to be towed is gone when the TOW OPERATOR arrives to perform the tow, the REQUESTING OFFICER shall be responsible for insuring that the TOW OPERATOR is placed back on top of the ROTATION TOW LIST.

B. A tow request may only be cancelled by the RPD Dispatcher or the REQUESTING OFFICER. The TOW OPERATOR does not have the authorization to cancel calls for service. The REQUESTING OFFICER may cancel tows at their sole discretion and in conformity with Departmental Policy.

1. An RPD Dispatch call t o a TOW OPERATOR shall constitute one turn on the list and that TOW OPERATOR shall be moved to the bottom of the ROTATION TOW LIST unless the TOW OPERATOR is cancelled while
460
3 in route and up to arrival at the tow location solely because the tow is no longer required. Displacement from the top of the ROTATION TOW LIST shall also occur when the TOW OPERATOR fails to answer the phone, is unable to respond, is unable to perform the required service, refuses to respond or provide service, or is canceled due to excessive response time. If the TOW OPERATOR is cancelled prior to and up to arrival at the scene, there shall be no charges. For the purpose of the AGREEMENT "arrival" is defined as the time the tow truck physically stops at the location and the tow truck's wheels are no longer moving. The REQUESTING OFFICER shall have the sole discretion to make the determination if the tow truck has arrived under the above definition

2. The City shall not reimburse any t ow company for any reimbursable tow services that are canceled while enroute and up to arrival to the tow location. Therefore, no fees or charges billed by the TOW OPERATOR, will be accepted or paid by the CITY, as this practice is considered "a cost o
f doing business" in the towing industry
V. DROP FEES
A. When a vehicle is being towed due to a parking violation and the vehicle owner or authorized driver returns to the vehicle after the tow truck's arrival but before the tow truck is in motion, he/she shall be informed of his/her right to have the vehicl e released upon payment of a Drop Fee. The Drop Fee in this c ircumstance shall be one half (1/2) of cost of the AGREEMENT tow fee. The Drop Fee shall be paid at that time to the TOW OPERATOR with consent of the REQUESTING OFFICER. The Drop Fee release does not apply when the REQUESTING OFFICER is impounding the vehicle.

B. If the attachment process i s complete and the tow truck is in motion, the vehicle owner or authorized driver shall pay the full AGREEMENT tow fee to the TOW OPERATOR, with consent of the REQUESTING OFFICER. The TOW OPERATOR is required to ensure that all tow truck drivers have the necessary equipment to accept Drop Fee payment by credit card and the necessary receipts for ac cepting cash payment.

VI. TOWING, RECOVERY, LOAD SALVAGE, IMPOUND SERVICES AND

STORAGE FACILITY
A. Services required to be provided under this AGREEMENT include the following:

1. Towing of vehicles from the REQUESTING OFFICER's l ocation to the TOW OPERATOR's storage/impound facility or, upon direction of the REQUESTING OFFICER, to a designated dismantling facility. 461
4 2. The ability to conduct Vehicle Recovery Operations. Vehicle recovery operation means an operation requiring the up-righting of an overturned vehicle or returning a vehicle to a normal position on the roadway any may require the use of auxiliary equipment due to the size or location of the vehicle. This will generally be limited to operations requiring a Class B, C, or D tow truck.

3. The ability to conduct Load Salvage Operations. Load savage operation means any operation involving the recovery of a load which has been spilled, or the off-loading of a load from an overturned vehicle necessary to upright the vehicle.

4. TOW OPERATOR shall respond RPD calls 24 hours a day, 7-days a week and within the maximum response times set herein. The TOW OPERATOR shall respond with the appropriate class tow truck required to tow the vehicle specified by the REQUESTING OFFICER. The TOW OPERATOR shall advise RPD Dispatch, at the time of notification, if they are either unable to respond or unable to meet the maximum response time. If, after accepting the call, the TOW OPERATOR is unable to respond or will be delayed in responding, the TOW OPERATOR shall immediately notify the appropriate RPD Dispatch Center. The TOW OPERATOR shall not assign initial calls to any other TOW OPERATOR.

5. The maximum response times for RPD tows shall be as follows:
• For normal tow requests - 30 minutes;
• For "expedited" tow requests - 20 minutes;
• For "big rig" tow requests - 60 minutes.

6. A failure to respond and/or repeated failure to meet the maximum response time requirements shall constitute failure to comply with the terms and conditions of this AGREEMENT.

7. When a TOW OPERATOR will be temporarily unavailable to provide services due to pre-planned or scheduled activity, e.g., vacation, maintenance, medical leave, etc., the TOW OPERATOR shall notify the RPD Dispatch supervisor at least 24 hours prior to the date that services will be unavailable, noting the times and dates of the unavailability.

8. Only the tow truck personnel and equipment requested shall respond to a RPD call. Additional tow truck personnel and equipment shall be at the approval of the RPD Watch Commander. This shall not preclude the TOW OPERATOR from responding to an incident to ascertain if additional assistance or equipment is requested. There shall be no additional charge for any personnel or equipment that is not necessary to perform the required service.
462
5 9. TOW OPERATOR shall have a business office and storage facility located within the CITY or within three (3) miles of the CITY limits throughout the term of the AGREEMENT.

VII. TOW TRUCK CLASSIFICATIONS
A. An operator shall equip and maintain tow trucks covered under this AGREEMENT in accordance with the provisions set forth in the California Vehicle Code (CVC), Title 13 of the California Code of Regulations (Title 13), the specifications contained in this AGREEMENT, and in a manner consistent with industry standards and practices.

B. All tow trucks shall have recovery and wheel lift capabilities meeting the specifications contained in this AGREEMENT.

1. Class D tow trucks used exclusively for recovery operations are not required to possess wheel lift capabilities.

2. An operator who has a car carrier is exempted from the recovery, wheel lift, and boom capability requirements. However, the car carrier must be an additional unit and shall not be used for recovery.

C. A violation of the gross vehicle weight rating (GVWR) and/or safe loading requirements of a tow truck will result in termination of AGREEMENT. This includes exceeding the tow truck's GVWR, front axle weight rating, rear axle weight rating, maximum tire weight ratings, or not maintaining 50 percent of the tow truck's unladen front axle weight on the front axle when towing.

Each Tow Operator must have at least three tow trucks capable of towing Cl
ass A, and at least one tow truck capable of towing Class B, Class C, or Cl
ass D at all times during the term of the AGREEMENT.

1. Class A-Light Duty
• TOW OPERATOR shall maintain a minimum of one tow truck which has a manufacturer's GVWR of at least 14,000 pounds.
• After June 30, 2006, Class A 4-wheel drive tow trucks with a GVWR of less than 14,000 pounds may be listed as special equipment on the CHP 234A, Rotation Tow Listing Application. These tow trucks shall be used only for recoveries requiring the use of 4-wheel drive.

2. Class B -Medium Duty
• TOW OPERATOR shall maintain a minimum of one tow truck with a GVWR of at least 26,001 pounds. The truck shall be equipped with air 463
6 brakes and a tractor protection valve or device, and be capable of providing and maintaining continuous air to the towed vehicle.

3. Class C -Heavy Duty
• TOW OPERATOR shall maintain at least one three-axle tow truck with a GVWR of at least 48,000 pounds. The truck shall be equipped with air brakes and must be capable of providing and maintaining continuous air to the towed vehicle.

4. Class D -Super Heavy
• TOW OPERATOR shall maintain at least one three-axle tow truck with a GVWR of at least 52,000 pounds. The truck shall be equipped with air brakes and must be capable of providing and maintaining continuous air to the towed vehicle.

VIII. TOW TRUCK DRIVERS
A. The TOW OPERATOR shall maintain a current list of drivers at all times.

1. The TOW OPERATOR shall provide a current list of drivers to the RPD upon implementation of this AGREEMENT. The TOW OPERATOR shall notify the RPD upon any change in driver status, including the addition of any new drivers, or the deletion of any drivers. An updated list shall be provided to the RPD within seven (7) calendar days of any change in driver status.

2. All drivers are required to complete and sign the Tow Operator/Driver Information Sheet. If a driver refuses to complete and sign the form, he/she shall not be permitted respond to calls from the TOW ROTATION LIST

3. TOW OPERATORS shall, as a minimum, maintain the following information for each employee:
• Full name
• Date of birth
• California driver's license number
• Copy of valid medical certificate (if required)
• Job title/description
• Current home address
• Current home phone number
• Types of truck the driver is trained, instructed, and qualified to operate.

B. All tow truck drivers shall obtain a Tow Driver Permit prior to responding to any RPD towing calls. The TOW OPERATOR is responsible for scheduling the required Live Scan at the RPD for each of its drivers. The TOW OPERATOR 464
7 shall ensure that each of its drivers has applied for and obtained a Tow Driver Permit from RPD prior to allowing the driver to respond to any RPD tow request.

C. A
ll tow truck drivers and TOW OPERATOR managers are required to successfully complete the CITY sponsored Customer Service Training program within 90-days of their employment with any TOW OPERATOR. The TOW OPERATOR shall pay the cost of the training to the CITY.

D. All tow truck drivers will be required to wear an approved "mechanic style" uniform including a shirt with the operator's name and company name embossed and will be required to maintain acceptable standards of dress and cleanliness while in the field.

E. Al
l tow truck drivers engaged in performing their duties under the provisions of this AGREEEMT will take direction in performing such duties from the REQUESTING OFFICER at the scene.

IX. SERVICE REQUEST TYPES
A. In addition to light duty, medium duty and heavy-duty tows, the TOW OPERATOR will be required to respond to the following types of tows commonly requested by the PD Tow Dispatcher:

1. Abandoned Vehicle Tow (private property tows): Any tow designated by the CITY as part of its abandoned vehicle abatement program, which must be taken to the contracted tow dismantler.

2. CITY Vehicle Tow: Any tow of a City-owned vehicle.

3. CITY Vehicle Road Service: A request for road service on a City owned vehicle, limited to tire changes, jump starts, lock outs, and winch outs.

4. Courtesy Tow: Requests to have a legally parked vehicle moved to another legal parking place for emergency purposes, at no charge to the citizen.

5. Motorcycle Tow: Request to tow a motorcycle not requiring use of a motorcycle trailer.

6. Scheduled Tow: A tow that is scheduled in advance and does not require a specific arrival time.

7. Tows that are assigned a DMV 462 form: All tows given a DMV 462 must be taken to the contracted salvage/dismantlers that have a valid contract with the CITY for such services.
465
8 , X. CANCELLED TOW REQUESTS
A. Tows Gone On Arrival (GOA) - If a tow request vehicle is gone when the TOW OPERATOR arrives to perform a tow the REQUESTING OFFICER will be responsible for insuring that the TOW OPERATOR be placed back on top of the rotation tow list.

B. Cancelled Calls - A tow request may only be cancelled by the RPD Dispatcher or the REQUESTING OFFICER. The TOW OPERATOR or its employees do not have the authorization to cancel calls for service. The REQUESTING OFFICER may cancel tows at his or her sole discretion and in conformity with Departmental Policy.

XI. BACKGROUND EXAMINATIONS
A. All persons performing or causing towing services to be performed pursuant to this AGREEMENT shall submit to a limited background examination and shall pay the required fees as established by City Council resolution. Each first-time tow driver applicant must undergo a live scan examination as part of the limited background process and pay the tow drivers permit fee as set in the Master Fee Schedule (currently $31). The CONTRACT ADMINISTRATOR may deny an application and may summarily revoke a previously approved tow driver permit when he or she determines, at his or her sole discretion, which said application or tow driver permit would be detrimental to the public health, safety and welfare. A temporary tow driver's permit to begin providing services on behalf of the TOW OPERATOR may be issued upon determination of the following:

1. The fees for the live scan exam (if required) and tow truck driver permit, as established by resolution of the City Council have been paid (cash or check required); currently $89.00 and subject to change.

2. The applicant has submitted a complete and truthful application, including photographs and all required evidence of identity and right to work in the United States. Incomplete applications or applications containing omissions or misrepresentations of any sort will be rejected. Applications will be deemed untruthful if they contain material omissions and material misstatements of fact.

3. Within the past seven (7) years, the applicant has not been convicted of a felony or any crime involving vehicles or vehicle parts; burglary, theft or stolen property; assault, battery or any similar violent crime; any criminal conviction under State Narcotic Law; any sex crime; any crime involving fraud or deceit; or any crime involving moral turpitude. 466
9 4. Within the past five (5) years, the applicant has not been convicted of any serious driving offense, including but not limited to driving under the influence of intoxicants, reckless driving, attempt to evade/elude a peace officer, or hit and run.

5. Th
e applicant's Department of Motor Vehicles (DMV) driving record for the five- year period prior to the date of application does not contain more than:
• Five (5) traffic infractions or,
• Five (5) serious traffic violations, or
• Five (5) motor vehicle accidents which are required to be reported to the DMV, or
• Greater than five (5) of any combination of infractions, serious traffic violations or motor vehicle accidents, as defined above.

B. The TOW OPERATOR shall be responsible for scheduling tow truck drivers for their background check appointments and for ensuring that the drivers arrive on time, with all required documents and fees. The TOW OPERATOR may incur a billing deduction when any driver fails to arrive on time and/or is not adequately prepared.

C. The TOW OPERATOR must procure all permits and licenses, pay all charges and fees, and give all notices required by state and local law.

XII. RESPONSE TO REQUEST FOR SERVICE
A. The TOW OPERATOR shall respond to a minimum of eighty percent (80%) of all standard requests for service, and a minimum of eighty percent (80%) of all flatbed requests for service, over any given monthly billing period. A TOW OPERATOR cannot refuse response for vehicles that contain refuse, trash and debris.

B. It shall be the TOW OPERATOR responsibility to perform as follows:

1. V
ehicle tows as requested by the RPD, including, but not limited to, vehicles impounded for evidence or taken into custody by the RPD, vehicles involved in accidents or disabled for other causes (when alternative towing is either not appropriate or not requested by the owner or operator of the vehicle), and vehicles which for other reasons are within the jurisdiction of the RPD.

2. Remove debris from public streets resulting from accidents. Debris does not include personal property of the owner or operator of the vehicle.

Failure to remove accident debris will result in a $150.00 penalty to be deducted from the payment of the invoice.
467

3. Perform the necessary work preliminary to towing such as removal of vehicles from ditches, righting said vehicles, separating entangled vehicles, disconnecting drive shafts, and other such work in connection with the towing operations performed under the AGREEMENT.

4. R
eview the CHP 180 form and ensure that all damages and items located in the car have been noted by the REPORTING OFFICER and only then sign the CHP 180 form.

5. C
lear the location specified in the originating dispatch sufficiently to restore normal traffic movement. In the event that the TOW OPERATOR receives an additional tow request to remove a disabled vehicle that is interrupting traffic flow, park the first tow request in a safe location, then immediately proceed to the site specified for the additional tow request.

Any disabled vehicle deposited or parked by the TOW OPERATOR at the site specified in any tow request shall be towed at the earliest opportunity after the TOW OPERATOR has complied with the above provisions for restoring traffic movements at all specified locations.

6. Write the RPD case number and the date of tow on the front and rear windows of the towed vehicle in a legible manner, excluding plastic windows.

7. Transport all towed vehicles directly to the TOW OPERATOR's tow yard or to the location designated by the impounding REQUESTING OFFICER requesting towing service or the vehicle owner.

8. Tow vehicles that do not have any wheels.

9. E
nsure that the tow driver/operators shall not interfere with a REQUESTING OFFICERS decision to impound or release a vehicle

10. N
otify RPD Dispatch operator when a tow truck arrives on the scene of a requested response for tow service.

11. Communicate directly and at all times, with Dispatch when providing tow services for the CITY.

12. Tow all vehicles including vehicle that are abandoned and filled with trash and debris.
468
11 XIII. FORBIDDEN ACTIVITIES
A. The following activities are forbidden:

1. D
riving "code" by operating overhead emergency lights while enroute to or from a tow scene.

2. Disobeying traffic control devices (traffic lights, stop signs, etc.).

3. M
onitoring police radio dispatches for gain or profit.

4. S
oliciting preferential dispatches to accident locations by payment, of any form or favor or gratuity, to a party of this AGREEMENT.

5. S
oliciting those at the scene of an accident or disabled vehicle for personal profit.

6. Soliciting performance of repair work on a vehicle involved in an accident or breakdown in connection with providing towing service for such vehicle.

7. Making any repairs or alterations to a vehicle, without first being authorized by the owner or an authorized insurance company or other authorized agent of the vehicle owner, with the exception of emergency alterations necessary to permit the safe towing of a vehicle.

8. No
t taking private property tows and tows given a DMV 462 form to a CITY contracted dismantler.

9. Towing any vehicle that is occupied by any person, except as specifically directed by the REQUESTING OFFICER.

10. C
harging for services not performed, creating duplicate charges for the same service or charging any fee in excess of those permitted under the AGREEMENT.

11. Causing damage to the persons or property of others while performing under the AGREEMENT.

12. Making false statements of fact or omitting disclosure of material fact.

13. P
ossession of any firearm or weapon in a tow truck during performance of this AGREEMENT.

14. Use of profane or obscene language, which offends a customer or any other person; or being verbally or physically offensive, abusive, 469
12 disrespectful, or discourteous to any customer, motorist, agency employee or any other person.

15. T
ouching any customer, motorist, agency employee or any other person in any inappropriate manner, except in self-defense when threatened with imminent physical harm.

16. R
emoving any parts, property, personal affects or any other items from a vehicle, except as specifically permitted in the AGREEMENT or at the explicit request of the vehicle owner/owner's agent.

17. Driving under the influence of alcohol, prescription or over the counter drugs if such drugs impair the tow operator's ability to safely perform all functions necessary to the fulfillment of the AGREEMENT.

18. O
perating any vehicle or other equipment in a careless, reckless or negligent manner, or operating a towing vehicle during the commission of a crime.

19. Refusing to issue a clearly legible receipt, if necessary, in addition the standard tow bill, to any owner/ owner's agent who requests a detailed listing of all charges.

20. Requiring any vehicle owner/owner's agent to make any statement or sign any document relieving the TOW OPERATOR from responsibility for the condition of the vehicle or its personal effects prior to the owner/owner's agent inspection of the vehicle.

21. O
perating any towed vehicle, except as directed by a REQUESTING OFFICER or other agent of the CITY.

22. All TOW OPERATORS shall refrain from recommending or promoting their tow business or other business services when performing tow requests for the CITY and its agents. The act of soliciting and/ or recommending a business or service for personal financial gain or when acting as an agent for a body shop, repair shop, or legal service is strictly forbidden.

23. Refusing to tow ANY vehicle, trailer or vessel that is filled with trash, refuse and debris.

XIV. RATES AND STORAGE FEES
A. Fees charged for response to calls originating from the RPD shall not exceed those rates which have been established by resolution by the City Council of the City of Richmond.
470
13 B. In an effort to remain competitive in the open market, the TOW OPERATOR may lower retail rates at any time by notifying the RPD in writing. When a TOW OPERATOR lowers the retail rate, that retail rate becomes the new approved RPD rates. A TOW OPERATOR may only raise previously lowered rates for RPD calls through a written contract amendment approved by the CITY.

C. Any TOW OPERATOR who charges rates above the TOW OPERATOR'S retail hourly rates or submitted rates for a RPD call shall be in violation of this AGREEMENT.

D. The fees charged by a TOW OPERATOR for storage of vehicles towed in response to calls originating from the RPD shall not exceed those rates which have been established by resolution by the City Council of the City of Richmond.

E. The TOW OPERATOR shall display in plain view at all cashiers' stations, a sign as described in Section 3070 of the Civil Code, disclosing all storage fees and charges in forced, including the maximum storage rate.

F. Vehicles stored 24 hours or less shall be charged nor more than one day storage.

Each day thereafter or less shall be calculated by calendar day.

G. The approved scheduled of rates charges by the TOW OPERATOR shall be available in the tow truck, and shall be presented upon demand to the person(s) whom the tow services were provided, their agent, or any RPD officer at the scene.

H. Rate requirements represent the maximum a TOW OPERATOR may charge on a RPD call. The TOW OPERATOR is not precluded from charging less when deemed appropriate by the TOW OPERATOR. These requirements shall not be construed as requiring a charge when the TOW OPERATOR would not normally charge for such service.

I. No TOW OPERATOR or any employee of the TOW OPERATOR shall refer to any rate as the" minimum required" or as a rate set by the RPD.

J. Whenever the Chief of Police, or his/her designee, determines that a vehicle was towed improperly or in error or that fairness requires that towed vehicle be released to the owner and orders the TOW OPERATOR to release the towed vehicle to its owner without charging him/her for the tow or storage thereof, the CITY shall pay the cost of the tow and one day storage only. The TOW OPERATOR shall waive all other storage costs and release the vehicle. 471
14 XV. INSPECTION, REPAIR & MAINTAINENCE
A. Tow trucks used in the performance of this AGREEMENT shall display evidence of having passed a semi-annual safety inspection. The CITY's Maintenance Division, the California Highway Patrol, or other acceptable and equivalent organizations may conduct this inspection. No tow truck shall be approved for operation under the conditions of this AGREEMENT unless such truck meets the equipment standards set forth in this AGREEMENT and is owned by or is under the exclusive control of the TOW OPERATOR by means of a lease. All tow trucks used in the performance of this AGREEMENT shall be maintained in good condition, which includes:

1. To
w truck bodies shall be adequately painted and the paint shall be maintained in good condition

2. To
w trucks shall be marked and conform to all requirements of the California Vehicle Code.

3. T
ow trucks shall be marked with the name/identification for this AGREEMENT and shall be the same name as the name shown as "Firm Name"

4. To
w trucks must be registered with the DMV for this AGREEMENT and shall be same as the name shown as "Firm Name'' on the first page of this AGREEMENT.

5. To
w truck bodies shall be kept in good repair, clean and free of major damage or dents.

6. To
w truck wrecker bed interiors shall have all equipment properly mounted and properly maintained...

7. To
w truck cab interiors shall be kept clean and free of dirt and grease, shall have complete instrumentation, including manufacturer's interior panels, shall have passenger seatbelts, and shall have clean upholstery surfaces and floor.

XVI. SERVICE COST ADJUSTMENTS
A. The time required to complete a standard tow request should not exceed one (1) hour including response time. Any charges for additional tow trucks or extra persons used during a vehicle recovery will require approval from the REQUESTING OFFICER or RPD SUPERVISOR, and the times of arrival and departure of the additional equipment or person. The TOW OPERATOR shall notify RPD Dispatch if there is any delay or extension of billable hours and 472
15 provide a written justification for the extra charges on the Impound Storage Report.

XVII. AUTHORITY OF THE CONTRACT ADMINISTRATOR
A. The Contract Administrator reviews and regulates the performance of the TOW O
PERATOR. For the purpose of the AGREEMENT, the CONTRACT ADMINISTRATOR shall:

1. Determine if the TOW OPERATOR is in compliance with the AGREEMENT, and shall hear and investigate complaints regarding the performance of the TOW OPERATOR.

2. Determine and apply appropriate remedies for violations of the A
GREEMENT.

3. Determine the terms and content of the AGREEMENT between the CITY and the TOW OPERATOR.

4. Oversee inspections of all equipment, facilities, and personnel for c
ompliance with this AGREEMENT.

5. Investigate the appropriate use of specialized equipment and the rates charged, and take any action deemed appropriate if it is determined that the use of specialized equipment was unnecessary or the charges excessive.

6. During the term of this AGREEMENT, the CITY, acting through the CONTRACT ADMTNTSTRATOR, may issue new policies or directives not included in the original AGREEMENT in the form of an amendment.

The TOW OPERATOR will be furnished with copies of such policies and directives. Such policies and directives will become part of and incorporated into this AGREEMENT and shall become effective as provided.

XVIII. DEDUCTIONS
Any violation of the AGREEMENT may cause extreme inconvenience and hardship to the City, and failure to abide by all rules, directives, laws, and terms and conditions of the AGREEMENT may result in the CITY, at its sole discretion terminating the AGREEMENT and/or imposing deductions as enumerated above.
473
16 1 Insufficient staffing or tow trucks in service - $25.00 per occurrence without cause. 2 Improperly equipped truck - $25.00 per occurrence, per item, per truck. 3 Failure to mark invoice numbers on a vehicle - $25.00 per occurrence without cause. 5 Tow driver does not meet minimum qualifications $100.00 per occurrence without cause. 6 Late call-in of information to Dispatch-(if applicable) $25.00 per occurrence without cause. 7 Tow driver out of uniform or unkempt $25.00 per occurrence without cause. 8 Failure to itemized billing - $25.00 per occurrence without cause. 9 Failure to submit a Tow Storage Report - $25.00 per occurrence without cause. 10 Failure to provide stored vehicles protection from weather - $25.00 per occurrence without cause. 11 Unprepared or late for a background investigation - $25.00 per occurrence without cause. 12 Late response (3) times within a 30-day period - $100.00 per occurrence without cause. 13 Failure to perform a vehicle recovery - $50.00 per occurrence without cause. 14 Failure to clean up at accident scene - $150.00 per occurrence without cause.

XIX. NOTIFICATION
A. The TOW OPERATOR shall inform the CONTRACT ADMINISTRATOR within twenty-four (24) hours of the arrest, criminal charges, conviction or sentencing of any owner, part -owner, partner, business associate, principal party, officer, director, agent, employee or any other person associated with the TOW O
PERATOR's performance of this AGREEMENT for any criminal offenses including, but not limited to, theft, robbery, burglary, assault, drugs, prostitution, weapons, fraud, trafficking in stolen goods or any traffic crime, driving under the influence of intoxicants, reckless driving, attempt to elude a police officer, leaving the scene of an injury accident or hit and run or any other offense related to the protection of the public interest.

XX. TOW TRUCK PERMIT
A. All tow truck drivers perfo1ming towing services on behalf of the TOW OPERATOR must obtain and maintain a valid "Tow Truck Driver Pe1mit" issued b
y the RPD, while performing services under this AGREEMENT. The "Tow Truck Driver Permit" must be in the driver's possession at all times, and must be presented upon demand for inspection by any employee of the CITY. Any TOW OPERATOR whose driver arrives at a call for service without the required Permit m
ay incur a billing deduction.

XXI. PAYMENT PROVISIONS FOR ABATEMENT AND PRIVATE PROPERTY TOWS.

A. The TOW OPERATOR shall tow only vehicles towed under RMC 11.76, CVC 2 2651(k) & CVC 22669(d) to those dismantlers that have a current contract with th
e CITY. Failure to tow such vehicle to the designated auto salvage/dismantler will result in termination of the AGREEMENT.
474
17 XXII. COLLUSION
A. No TOW OPERATOR shall conspire, or attempt to conspire, or commit any other act of collusion or comingling of services, with any other TOW OPERATOR for the purpose of secretly, or otherwise, establishing an unfair understanding regarding rates or conditions to the agreement that would bring about any unfair c
ondition which could be prejudicial to the RPD, the motoring public or other TOW OPERATOR or violate any condition or term of this AGREEMENT.

B. Examples of "collusion" include, but are not limited to: conspiracy by any TOW OPERATOR to establish artificially low rates for services performed pursuant to t
his AGREEMENT; conspiracy or attempts, by any TOW OPERATOR to circumvent any term of this AGREEMENT including rotation list placement.

C. A dete1mination by the RPD that any TOW OPERATOR has been involved in collusion shall result in termination of the AGREEMENT at the sole discretion of the CITY. Any TOW OPERATOR found to be involved in any act, or attempted a
ct of collusion or comingling of two or more TOW OPERATOR businesses, shall be removed from participation on the RPD ROTATION TOW LIST.

XXIII. STORAGE FACILITY
A. The TOW OPERATOR shall be responsible for the security of vehicles and property at the place of storage. The TOW OPERATOR shall comply with all zoning and building code provisions applicable to the location but, at a minimum, a f
enced or enclosed area shall be provided. The fence shall be of sufficient height to screen from the view of the adjacent street levels all vehicles, parts, materials and equipment stored on the subject property and in no event, shall any vehicles, parts, materials or equipment be stored or stacked in such a way as to be visible over the fence from any adjacent street level public right -of-way or from adjoining street level public or private prope1iy. Additionally, the TOW O
PERATOR is responsible for the reasonable care, custody, and control of any property contained in towed or stored vehicles.

B. The TOW OPERATOR shall, at all times during the term of this AGREEMENT, and at its sole cost and expense, maintain or cause to be maintained in good condition and repair the interior of the properties, including windows, and any systems and fixtures installed by the TOW OPERATOR. The TOW OPERATOR shall, at all times, keep the properties in a neat, clean and sanitary condition or public nuisance thereon. All refuse, including non -salvageable vehicle parts and litter, shall be removed from the premises on a r egular basis by an authorized refuse collection company. All refuse areas shall be effectively screened from view and maintained in an orderly manner. All refuse containers shall be maintained in enclosures approved by the RPD. In the event that damage to any of th
e improvements which are TOW OPERATOR'S obligation to maintain, by 475
18 reason of ordinary wear and tear or deterioration results in such improvements not meeting the standard of maintenance required by the RPD for such uses as operator is making of the properties, then the operator shall have the independent responsibility for, and shall promptly undertake such maintenance or repair and complete the same with due diligence. If the storage facility is located within the CITY limits, and if the TOW OPERATOR fails to make the necessary maintenance or repairs within ten (10) days after receiving notice in writing from the CITY, then the CITY may make such maintenance or repairs and the TOW OPERATOR shall reimburse the CITY.

C. The TOW OPERATOR, in constructing and operating the facilities, shall satisfy all hazardous materials handling and storage requirements imposed by local, state, and federal governments. Additionally, if the storage facility is located within the CITY, the TOW OPERATOR shall comply with the following fire prevention measures:

1. Welding and torch cutting shall be in conformance with the requirements of the California Fire Code as adopted by the CITY;

2. No s
moking shall be allowed on the premises except in designated areas consistent with applicable local ordinances;

3. No bur
ning of wrecked or discarded motor vehicles or waste materials shall be allowed;

4. Motor vehicles, discarded parts of motor vehicles, junk, waste, or other materials shall not be stored, displayed, or kept in a manner that could hinder or endanger firefighting efforts and operations; D. In the area where the vehicles are stored, vehicles must be arranged to meet the following minimum requirements, to allow the Richmond Fire Department access in the event of fire:

1. Entrances and exists to the area must be at least fifteen (15) feet in width and there must be access for the entrances and exits to all parts of the storage area by way of aisles of at least fifteen (15) feet in width;

2. There must be thirty (30) inches separation between the side, front and rear of any one vehicle and the side, front or rear of any other adjacent vehicle;

3. For every five cars stored lengthwise (end to end), there must be an aisle at least fifteen (15) feet in width. The requirements for aisles are based on the storage of passenger cars of an average width or length. If vehicles exceeding the length or width of an average passenger car are store, the 476
19 number of vehicles which may be stored between the required fifteen (15) foot aisles is decreased accordingly.

4. F
or every ten (10) vehicles stored side-by-side, there must be an aisle at least fifteen (15) feet in width. The requirements for aisles are based on the storage of passenger cars of an average width or length. If vehicles exceeding the length or width of an average passenger car are stored, the number of vehicles which may be stored between the required fifteen (15) foot aisles is decreased accordingly.

E. The TOW OPERATOR shall obtain approval from the RPD prior to the removal of any property from a stored or impounded vehicle and shall provide a receipt, with a copy placed in the stored vehicle. The requirement to obtain approval from the RPD prior to the removal of property may be excused by the RPD supervisor if it is determined that proper safeguards and procedure are utilized by the TOW OPERATOR.

1. This requirement may not be waived in cases where a vehicle has been impounded for evidence or investigation.

2. Upon approval from the RPD, the TOW OPERATOR shall release personal property from an impounded vehicle at the request of the vehicle owner or agent.

3. T
here shall be no charge for the release of personal property during normal business hours. TOW OPERATORS may charge an after-hours release fee for property released after normal business hours, consistent with the after-hours vehicle release provisions.

4. P
ersonal property is considered to be items which are not affixed to the vehicle.
• Personal property includes papers, transportable cellular telephones, pull-out radios, portable radios and/or portable stereo equipment, clothes, luggage, tools, etc.
• Personal property from a stored vehicle shall be released upon the request of the vehicle owner or agent.

5. C
argo shall be released upon the demand of the carrier or pursuant to a court order.

F. The TOW OPERATOR shall store all towed vehicles at a location which is within the CITY limits or not more than five (3) miles from the exterior boundary of the CITY limits. The primary storage facility shall normally be at the same location as the business address. If not at the same location, there shall be no charge for any additional distance traveled to and from a secondary location. The vehicle 477
20 and/or personal property shall be released at the primary storage facility or place of business (when the primary storage facility and the place of business are not at the same location) upon request of the owner or a person having a legal entitlement to the vehicle and/or property.

1. Prior to the utilization of new storage facilities that were not listed on the application for rotation tow listing, the TOW OPERATOR shall furnish the address and obtain the CONTRACT ADMINISTRATOR's approval.

2. Secondary storage facilities shall be located reasonably close to the main business office.

G. TOW OPERATORS shall maintain sufficient storage spaces. At all times, the TOW OPERATOR shall provide sufficient space at the approved location(s) to store all vehicles towed and stored pursuant to this AGREEMENT. At a minimum, there shall be available at the approved location(s), space sufficient to store 150 vehicles, when stored in a manner consistent with all applicable health and safety requirements and with all requirements of this AGREEMENT. In the event all available space at the approved location(s) is utilized, the TOW OPERATOR shall be removed by RPD from the ROTATION TOW LIST unless and until there is available space at said location or until another suitable location is obtained by the TOW OPERATOR and approved by the RPD in the manner provided for herein.

H. A TOW OPERATOR'S place of business shall have a sign that clearly identifies it to the public as a towing service. T he sign shall have letters that are clearly visible to the public from the street. The sign shall be visible at night.

I. For the purpose of this AGREEMENT, "normal business hours" shall not be less than 8:00 a.m. to 5:00 p.m., Monday through Friday, except for the following State holidays:

New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Cesar Chavez Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, day after Thanksgiving Day and Christmas Day. • J. Business
hours shall be posted in plain view to the public.

K. Employees shall be properly trained to conduct business transactions related to towing, storage, and release of vehicles/property.

L. No motor vehicle towed at the direction of the RPD shall be released by the TOW OPERATOR to the owner of the vehicle, or any other enumerated person, except with the prior written authorization of the RPD.
478
21 XXIV. INDEMENIFICATION
A. The TOW OPERATOR shall defend, save harmless and indemnify the CITY and its office, agents and employees from any and all claims, costs and liability for any damages, sickness, death or injury to persons or property arising from, or connected with, the operations of services of the TOW OPERATOR or its agents, servants, employees or subcontractors hereunder, save and except claims or litigation arising from the sole negligence or willful misconduct of the CITY or its officers or employees. The TOW OPERATOR shall reimburse the CITY for any expenditure, including reasonable attorney' s fees incurred by the CITY i n pursuit or defense of matters that are the subject of this indemnification. If requested by the CITY, the TOW OPERATOR shall defend any claims or litigation to which this i ndemnification provision applies at the sole cost and expense of the TOW OPERATOR.

XXV. INSURANCE
The TOW OPERATOR shall maintain the following minimum levels of insurance from an insurance carrier that is authorized to do business in California:

The insurance provisions in the Contract -General Conditions shall be supplemented with the following:

Without limiting the TOW OPERATORS indemnification of the City, the TOW OPERATOR shall provide and maintain at its own expense, during the term of the AGREEMENT, or as may be further required herein, the following insurance coverages and provisions:

A. Evidence of Coverage
Prior to commencement of any contract awarded under this AGREEMENT the TOW OPERATOR shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the TOW OPERATOR upon request.

This verification of coverage shall be sent to the CONTRACT ADMINISTRATOR, unless otherwise directed. The TOW OPERATOR shall not be awarded a contract until it has obtained all insurance required and such insurance has been approved by the CITY. This approval of insurance shall neither relieve nor decrease the liability of the TOW OPERATOR.

B. Qualifying Insurers
All coverage shall be issued by U. S. domiciled companies which hold a current AIM. Best rating of not less than A: VII, unless otherwise approved by the CITY's Risk Manager.
479
22 C. Notice of Cancellation
All coverage as required herein shall provide that no cancellation, major change in coverage, expiration, or nonrenewal (except for non-payment of premium) will be made during the term of the AGREEMENT, without thirty (30) days written notice (10 days for non-payment of premium) to the Police Chief prior to the effective date of such cancellation, or change in coverage. Upon cancellation of coverage without evidence of replacement coverage, the TOW OPERATOR shall not
engage in any services under any contract awarded pursuant to this AGREEMENT until replacement coverage is obtained and approved by CITY.

D. Insurance Required

1. Garage Liability
Insurance - for bodily injury (including death) and
property damage which
provides limits of not less than two million dollars
($2,000,000) combined single limit (CSL) per occurrence, $4,000,000 aggregate.

2. Commercial
General Liability Insurance (if not provided under Garage liability) - shall have coverage equivalent to or greater than Insurance Services Office, Inc. (ISO) Form number CG 00010798 and include bodily injury
(including death) and property damage coverage and have limits
as follows:
a. Each occurrence $2,000,000
b. General aggregate $4,000,000
c. Products/completed operations aggregate $4,000,000
d. Personal Injury $2,000,000

3. Garage an
d General liability coverage shall include:
a. Premis
es and Operations
b. Products/Completed
c. Personal Injury liability
d. Severability of interest

4. Garage an
d General liability coverage shall include the following endorsement, a copy of which shall be provided to the CITY:
• Additiona
l Insured Endorsement shall be equivalent to or greater than ISO form number CG 20261185, and shall read:
"City of R
ichmond, its officers, agents, employees and volunteers as additional insured"
480
23 Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the CITY, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy.

5. Automobile Liability Insurance - For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. The CITY, its officers, agents, and employees
shall be named as additional insured by endorsement for this coverage.

6. Workers' Compensation and Employer's Liability Insurance • Statutory California Workers' Compensation coverage.
•
Employer's Liability coverage for not less than one million dollars ($,000,000) per occurrence.

7. Garage keepers Legal Liability- with a minimum limit of five hundred thousand dollars
($500,000) per occurrence.

On Hook Coverage/Cargo - insuring the vehicle in tow with limits based on the size of the tow truck.
• Class A tow truck
• Class B tow truck
• Class C tow truck
• Class D tow truck
$ 50,000
$100,000
$200,000
$250,000
E. Special Provisions

1. The
following provisions shall apply to this AGREEMENT:
• The
foregoing requirements as to the types and limits of insurance • coverage to be maintained by the TOW OPERATOR and any approval of said insurance by the CITY or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the TOW OPERATOR as part of any contract awarded pursuant to this AGREEMENT, including but not limited to the provisions concerning indemnification.
• The
CITY reserves the right to withhold payments of any contract awarded to a TOW OPERATOR in conjunction with this AGREEMENT in the event of material noncompliance with the insurance requirements outlined above.
481
24 2. Proof of insurance shall be in the form of a certification of insurance. Policy expiration or cancellation will immediately nullify the AGREEMENT. The TOW OPERATOR'S insurance policy shall provide in no less than 30 days a written notice to the RPD in the event that the insurance policy is canceled or is due to expire. Additionally, the TOW OPERATOR shall notify the RPD in advance of the expiration, or cancellation of the TOW OPERATOR'S insurance policy.

XXVI. VEHICLE INSPECTIONS
A. All TOW OPERATORS shall participate and qualify for the annual CHP Tow Truck Inspections. The results will be forwarded to RPD, by the TOW OPERATOR, for review and inclusion in the TOW OPERATOR'S service file.

RPD maintains the right to conduct additional inspections, without prior notice, during normal business hours.

B. Any TOW OPERATOR who fails an inspection is entitled to only one re- i
nspection. Failure to pass the re-inspection shall be cause for the disqualification of the tow truck from use on RPD rotation.

XX.VII. BUSINESS RECORDS
A. The TOW OPERATOR shall maintain records of all tow service furnished. The records will be maintained at the TOW OPERATOR'S place of business.

1. I
nvoices shall, at a minimum include: a description of each vehicle, the nature of service, the start time, the end time, the location of call, and an itemized cost of towing and storage.

2. R
ecords for each call shall indicate the tow truck driver's name and truck used.

B. The TOW OPERATOR shall also maintain business records relating personnel, insurance, personnel taxes, payroll, applicable operating authorities, local operating authorities, lien sale actions, FCC licensing, and non-RPD tows.

C. The RPD may inspect all TOW OPERATOR records without notice during normal business hours.

D. TOW OPERATOR shall permit the RPD to make copies of business records at their place of business, or to remove business records for the purpose of reproduction.

1. Th
e RPD shall provide a receipt for any records removed from the place of business.
482
25 E. Records shall be maintained and available for inspection for a period of two years after the term of this AGREEMENT expires or is terminated.

F. Failure of the TOW OPERATOR to comply with the inspection requirements may in the CONTRACT ADMINISTRATOR's sole discretion, result in immediate termination of this AGREEMENT.

XXVIII. SINGLE BUSINESS
A. No TOW OPERATOR shall own (in wh ole or part), manage, exercise dominion or control over, or have any legal, financial or beneficial in, or have any affiliation with any other towing company that has been awarded a contract with the CITY. This i ncludes, but is not limited to, any form of ownership, either as a corporation, limited liability company, partnership, shareholder, sole proprietor, employee, agent or representative, or any other business form or agreement. TOW OPERATOR shall not use or share the storage yard or any facility or any equipment of any other TOW OPERATOR that has a contract with the CITY. Any TOW OPERATOR who violates this clause shall have this AGREEMENT terminated if the CITY, in its sole discretion has cause to believe that any information in the sworn Single Business Declaration was incorrect, inaccurate or misleading. If TOW OPERATOR, subsequent to being awarded a tow contract enters into any arrangement or affiliation, formal or informal, that violates or may violate this clause, the TOW OPERATOR shall have three (3) business days to notify CITY in writing of the possible conflict and provide any information or documentation requested by the CITY to assist in making a determination whether the change in position creates a conflict and violates this section. The City's determination shall be final.

XXIX.

A. The CONTRACT ADMINISTRATOR shall conduct, at a minimum, one annual meeting to discuss issues concerning the TOW ROTATION LIST. All meetings shall be mandatory for the TOW OPERATOR or TOW OPERATOR's designee wishing to remain on rotation.

XXX. DEMEANOR AND CONDUCT
A. While involved in RPD TOW ROTATION LIST or related business, the TOW OPERATOR and/or em ployees shall refrain from any acts of misconduct including, but not limited to, any of the following:

1. Rude or discourteous behavior.

2. Lack of service, selective service, or refusal to provide service which the operator is/should be capable of performing.

ANNUAL MEETING
483
26 3. Any act of sexual harassment or sexual impropriety.

4. U
nsafe driving practices.

5. E
xhibiting any objective symptoms of alcohol and/or drug use.

6. A
ppearing at the scene of a RPD rotation tow call with the odor of an alcoholic beverage emitting from the driver's breath or person.

B. The TOW OPERATOR/tow truck driver with the odor of an alcoholic beverage emitting from the driver's breath or person shall submit to a preliminary alcohol screening test upon demand of the RPD.

C. All RPD related service complaints received by the RPD against a TOW OPERATOR or a TOW OPERATOR'S employee will be accepted and investigated in a fair and impartial manner. As a result of the investigation, the RPD shall take any action necessary in the CITY's sole discretion. In any event, the TOW OPERATOR will be notified if the allegations are deemed founded or unfounded.

1. Should the filing of a criminal charges be a possibility, the RPD will conduct the investigation to conclusion or assist the lead investigation agency and, if warranted, request prosecution.

XXXI. COMPLIANCE WITH THE LAW
A. The TOW OPERATOR and its employees and agents shall, at all times, comply with federal, state and local laws and ordinances, which include, but are not limited to, those laws which are applicable to the TOW OPERATOR. (refer to Attachment B for selected Vehicle Code and Civil Code Sections).

1. In t
he event of a minor traffic violation by a TOW OPERATOR which is known by the RPD, the TOW OPERATOR shall be advised of the violation by the RPD. The TOW OPERATOR will be required to the opportunity to take necessary steps to ensure that the drive complies with the law.

B. Any conviction of the TOW OPERATOR involving a stolen or embezzled vehicle, fraud related to the towing business, stolen or embezzled property, a crime of violence, a drug related offense, felony driving while under the influence of alcohol and/or a drug while involved in a RPD rotation tow call, or moral turpitude shall be cause of termination of the AGREEMENT. 484
27 C. Any conviction of an TOW OPERATOR and it's drivers or agents, involving a stolen or embezzled vehicle, fraud related to the towing business, stolen or embezzled property, a crime of violation, a drug, misdemeanor driving while under the influence of alcohol and/or a drug while participating on the RPD ROTATION TOW LIST, or moral turpitude shall be cause for the immediate removal of the employee, driver or agent from the list of current RPD rotation tow truck drivers.

D. A TOW OPERATOR or its drivers or agents, arrested or charged for a violation involving any of the above crimes shall be prohibited from driving under this contract until the case is adjudicated.

XXXII. COMPLIANCE WITH AGREEMENT
A. The TOW OPERATOR shall, as a condition of inclusion in the ROTATION TOW LIST, comply with the terms and conditions of this AGREEMENT.

XXXIII. ADVERSTISING
A. The TOW OPERATOR shall not display any sign or engage in any advertisement indicating an official or unofficial connection with the RPD or the Department of Motor Vehicles.

1. Ex
amples include: "Official Police Department Tow," "Approved by RPD," etc.

2. Thi
s will not preclude the RPD supervisor from implementing a system to mark and identify particular tow trucks as having passed the RPD inspection.

XXXIV. CANCELLATION
A. This AGREEMENT may be terminated by either party upon giving thirty (30) days advance written notice to the other party.

XXXV. ASSIGNMENTS: SUBCONTRACTORS: EMPLOYEES
A. Assignment. Both parties shall faithfully perform the provisions of this AGREEMENT and shall not assign, transfer, convey, or otherwise dispose of this AGREEMENT or any right, title, or interest to any part thereof, unless otherwise specified in the AGREEMENT without the prior written consent of the other party and then only subject to such terms and conditions as the other party may require. Any assignment without such approval shall be null and void and, at the option of the other party, shall terminate this AGREEMENT and any permits, licenses, or privileges granted herein. This AGREEMENT and any interest herein 485
28 shall not be assignable by operation of law without the prior written consent of the other party.

B. Subcontractors: Em ployees. The TOW OPERATOR may, for this AGREEMENT, subcontract for dispatching services only.

XXXVI. NO

N-INTERFERENCE
A. The TOW OP ERATOR and/or employees, subcontractors or other representatives of TOW OPERATOR, shall not deliberately disrupt or interfere in any matter with the operations of other TOW OPERATORS within the CITY. Evidence of deliberate interference by the TOW OPERATOR with the operations of other TOW OPERATORS shall result in the immediate termination of the AGREEMENT.

XXXVII. FORCE MAJEURE
A. Neither party her eto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of such party.

XXXII
I. INDEPENDENT CONTRACTORS STATUS
A. For purposes of th is AGREEMENT, the TOW OPERATOR is an independent contractor and this AGREEMENT is not intended to and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association.

XXXIX. INSPECTION
A. The TOW OPERATOR's performance, place of business and records pertaining to this AGREEMENT are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.

B. The RPD may inspect all TOW OPERATOR records without notice during normal business hours.

C. Failure o f the TOW OPERATOR to comply with the inspection requirements may in the CONTRACT ADMINISTRATORS sole discretion, result in immediate termination of this AGREEMENT.
486
29 XL. ENTIRE AGREEMENT
A. This AGREEMENT contains all the terms and conditions agreed upon by the parties. Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject matter of this AGREEMENT shall be deemed to exist or to bind any of the parties hereto.

XLI. MODIFICATIONS AND AMENDMENTS
A. General amendments. This AGREEMENT may be modified or amended by a written document executed by the TOW OPERATOR and at the direction of the City of Richmond City Council.

XLII. CHOICE OF LAW AND JURISDICTION
A. This AGREEMENT is made in Contra Costa County and shall be governed and construed in accordance with laws of the State of California.

B. Any action relating to this AGREEMENT shall be instituted and prosecuted in the courts of Contra Costa County, State of California.

XLIII. CONFORMATION WITH FEDERAL AND STATE REGULATIONS A. Should Federal or state regulations touching upon the subject of this AGREEMENT be adopted or revised during the term hereof, this AGREEMENT may be amended to assure conformance with such Federal or State requirements.

XLIV. NO WAIVER BY CITY
A. Inspections or approvals, or statements by any REQUESTING OFFICER, agent or employee of the CITY relating to the TOW OPERATOR'S performance, or payments therefore, or any combination of these acts, shall not relieve the TOW OPERATOR'S obligation to fulfill this AGREEMENT as prescribed; nor shall the CITY be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this A
GREEMENT.

XLV. CONFLICTS OF INTEREST
A. The TOW OPERATOR promises and attests that the TOW OPERATOR and any members of its governing body shall avoid and actual or potential conflicts of interest. If the TOW OPERATOR is a corporation, the TOW OPERATOR agrees to furnish to the CITY upon demand a valid copy of its most recently adopted bylaws and also a complete and accurate list of its governing body (Board of Directors or Trustees) and to timely update said bylaws or the list of its governing body as changes in such governance occur.
487
30 XLVI. CONFIDENTIALITY
A. The TOW OPERATOR agrees to comply with, and to require its employees, officers, agents and partners to comply with, all applicable State or Federal statutes
or regulations respecting confidentially, including but not limited to, the identity of persons served under this AGREEMENT, their records, or services provided them, and assures that:

1. All applications and records concerning any individual made or kept by the TOW
OPERATOR or any public officer or agency in connection with the administration of or relating to services provided under this

AGREEMENT
will be confidential, and will not be open to examination for any purposes not directly connected with administration of such service or
as required by law.

2. No person will publish or disclose or permit or cause to be published or
disclosed, any list of persons receiving services, except as may be required in
the administration of such services or as required by law.

B. The
TOW OPERATOR shall inform all employees, agents, officers and partners of
the above provisions, and that any person knowingly and intentionally disclosing such information other than as authorized by law may be subject to legal action.

XLVII. NON-D ISCRIMINATION - CONTRACTOR
A. The TOW OPERATOR shall abide by the provisions of Section 2.28.030 of the Municipal Code of the City of Richmond, obligating every contractor under a contract with the CITY for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, religious
creed, national origin or ancestry of any employees, any applicant for employment for any potential subcontractors.

XLVI
II. NON-R ENEW AL
A. There is no representation, implication, or understanding that the services provided by the TOW
OPERATOR under this AGREEMENT will be renewed by the CITY upon expiration or termination of this AGREEMENT and TOW OPERATOR waives all rights or claims to notice or hearing respecting any determination by the CITY to terminate or discontinue any services
from the TOW OPERATOR.
488
31 XLIX. NO THIRD-PARTY BENEFICIARIES
A. Notwithstanding mutual recognition that services under this AGREEMENT may provide
some aid or assistance to members of the CITY'S population, it is not the intention
of either the CITY or the TOW OPERATOR that such individuals occupy the position of intended third-party beneficiaries of the obligations assumed by either party to this AGREEMENT.

L. SURVIVAL
A. The right and obligations of the parties which by their nature survive termination or
completion of the services covered by this AGREEMENT shall remain in full force
and effect after termination or completion.

LI. SEVERABILITY
A. In
the event that any of the provision or portions or applications thereof of this AGREEMENT are held to be unenforceable or invalid by any court of competent jurisdiction,
the CITY and the TOW OPERATOR shall negotiate an equitable adjustment
in the provisions of the AGREEMENT with a view toward effecting the
purpose of this AGREEMENT, and the validity and enforceability of the remaining
provisions or portions or applications thereof, shall not be affected thereby.

LII. AUTHORIZED REPRESENTATIVES AND NOTICES
A. The
CITY and the TOW OPERATOR shall each designate, below, an Authorized Representative
who has authority to act on its behalf in the administration of this AGREEMENT.

B. Written
notification to the other party shall be provided, in advance, or charges in name or address of such Authorized Representatives.

C. Notices
provided for under this AGREEMENT shall be in writing, and shall be served on the Authorized Representative of the receiving party, either personally or at
the party's offices, or by registered or certified mail to its office address.

D. The
CITY hereby designates as its Authorized Representative the CONTRACT

ADMINISTRATOR
whose name and address are as follows:

CHIEF

OF POLICE OR DESIGNEE

CHIEF BISA FRENCH
1701 REGATTA BLVD
RICHMOND CA 94804
489
32 E. The TOW OPERATOR hereby designates as its Authorized Representative whose name and address are as follows:

TOW OPERATOR
ADDR
ESS
CIT
Y
Z

IP CODE
LIII. RICHMOND BUSINESS LICENSE
A. Pursuant t o Richmond Municipal Code Section 7.04.030, the TOW OPERATOR must have or must obtain a CITY Business License before any provisions of this A
GREEMENT will be deemed to take effect.
490
1 EXHIBIT A-2
A. MAXIMUM BASIC CHARGE:

Beginning January 1, 2026, for each motor vehicle (including abandoned or stolen vehicles) towed at the request of the Richmond Police Department from a location within the City of Richmond to the nearest storage facility, the maximum basic charge shall be two hundred fifty dollars ($250.00) per hour.

B. MAXI
MUM ADDITIONAL CHARGES:

1. In any instance where the vehicle is towed outside the City limits and the distance between the location from which the motor vehicle is towed and the location to which it is delivered exceeds the distance between the location from which it is towed and the nearest storage facility operating under Chapter 7.74 of the Richmond Municipal Code, the following maximum additional charge may be made: $5.00 per mile.

2. Emergency road service at the location of the motor vehicle when the vehicle is not towed shall not exceed:
a. Flat tire repair or changing tires: One hundred twenty-five dollars ($125.00). b. Fuel, start batteries, lockout: One hundred twenty-five dollars ($125.00). c. Recovery and/or towing of a motor vehicle from off the roadway where special equipment or winches must be used: one hundred seventy-two dollars and fifty cents ($172.50) per hour prorated for each (one) 1- minute increment. This charge may be made whether or not all or just a portion of the vehicle is off the roadway, so long as the situation actually necessitates the use of special equipment or winches. As used herein, the term "roadway" shall mean that portion of a street, road, or highway improved, designed, or ordinarily used for vehicular travel. d. In any instance where a tow truck having a rated capacity in excess of one ton and two axles is required for towing and/or recovery the charge for the first hour or any portion thereof shall not exceed three hundred fifty dollars ($350.00). If the towing or recovery shall exceed one hour, the charges for the time in excess of one hour shall be assessed at a rate not to exceed one hundred fifty-five dollars ($155.00) per hour prorated for each (one) 1-minute increment.
491
2 e. In any instance where a tow truck having three axles is required for towing and/or recovery, the charge for the first hour, or any portion thereof, shall not exceed four hundred eighty-five dollars ($485.00) per hour prorated for each (one) 1-minute increment.

C. ADMINISTRATIVE FEES:

1. The owner of any vehicle towed away under the direction of the RPO pursuant to Chapter 11.76 shall be required to pay an administrative fee of four hundred and twenty-four dollars ($424.00) to the City for the release of said owner's vehicle.

2. The owner of any vehicle towed away under the direction of the RPO pursuant to Section 14.40.050 of the Richmond Municipal Code, or Sections 14602.6, 14607.6, 22651(o) or 22651(p) of the California Vehicle Code, shall be required to pay an administrative fee of two hundred and forty dollars ($240.00) to t he
C
ity for the release of said owner's vehicle.

D. GATE FEE:

The owner of a vehicle towed away under the direction of the RPO shall be required to pay an after-hours gate fee of one hundred thirty -five dollars ($135.00) when r
equesting release of a vehicle after hours, during holiday or on weekends.

E. EVIDENCE TOWING:

For each vehicle towed as evidence in a criminal matter, the charge for towi ng s
hall not exceed seventy-seven dollars and fifty cents ($77.50).

F. STORAGE FEES:

1. For each towed vehicle stored as evidence in a criminal matter, the storage fee shall not exceed twenty dollars ($20.00) per day for the first seven (7) days, and five dollars ($5.00) per day thereafter.

2. For all other vehicles, daily storage fee rates shall not exceed:
a. Vehicles designed for use of six or fewer passengers, including cars, light-duty pickup trucks, taxicabs, minibuses and minivans: one hundred and thirty-five dollars ($135.00) per day.
492
3 b. Local-use commercial vehicles, other than buses, including delivery vans, passenger vans, and two axle flatbed trucks: one hundred fifty -five dollars ($155.00) per day.
c. Long-distance commercial vehicles and all buses: one hundred fifty -five dol
lars ($155.00) per day.
493
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT B

PAYMENT PROVISIONS

1. COMPENSATION TO CONTRACTOR:
a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.
b. All payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photocopying, meals and travel, etc.). Invoices shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request. c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.

2. SUBMISSION OF INVOICES:

Contractor shall submit timely invoices by email to
[email protected] and/or to the following address:

Attention: City of Richmond Finance/Account Payable
Project Manager: _______________________
P.O. Box 4046
Richmond, CA 94804

3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, _______________________, before payments shall be authorized.
a. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
b. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.

Oliver's Tow, Inc.
494
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.

4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Email: ________________________________________________

5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:

Attn:

Email: ________________________________________________ [email protected]
Oliver's Tow, Inc.

Oliver's Tow, Inc.
2800 Radiant Avenue
Richmond, CA 94801
[email protected]
495
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor.

The manner and means of conducting the services and tasks are under the control of Contractor except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.

2. TIME IS OF THE ESSENCE:

Contractor and the City agree that time is of the essence regarding the performance of this Contract.

3. STANDARD OF CARE:

4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

5. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, Oliver's Tow, Inc.
496
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.

b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.

c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee.

d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.

7. RECORDS:

a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”).

b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.

Oliver's Tow, Inc.
497
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

8. PERMITS AND LICENSES:

The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

9. TERMINATION:

a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.

10. CONFLICT OF INTEREST:

Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under Oliver's Tow, Inc.
498
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

11. HOLD HARMLESS:

a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor. Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract.

b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).

12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:

a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer.

c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint- venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.

d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add sub- contractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.

e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.

f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”

g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.

13. SAFETY:

a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract.

Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours. In addition, Contractor will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable Oliver's Tow, Inc.
500
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.

Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.

14. INSURANCE:

Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.

15. COMPLIANCE WITH ALL APPLICABLE LAWS:

a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50,

2.52, 2.56, and 2.60, if applicable.

b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance as prescribed in § 2.60.070 of the Municipal Code.

Oliver's Tow, Inc.
501
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor.

d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies.

Contractor agrees to abide by the terms and conditions of said policies.

16. INTEGRATED CONTRACT:

17. CONFLICTING PROVISIONS:

In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Condition as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.

18. FORCE MAJEURE:

Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

19. CONFLICT OF LAW:

This Contract shall be interpreted under, and enforced by the laws of the State of Oliver's Tow, Inc.
502
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.

20. CLAIMS:

Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.

21. INTERPRETATION:

This Contract shall be interpreted as if drafted by both parties.

22. WARRANTY:

If any product is be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

23. SEVERABILITY:

In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

24. AUTHORITY:

City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, Oliver's Tow, Inc.
503
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.

25. WAIVER:

26. COUNTERPARTS:

27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):

The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G.

Oliver's Tow, Inc.
504
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT E

SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):

Oliver's Tow, Inc.

None.
505
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT F

INSURANCE PROVISIONS
☐ CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.

1. CERTIFICATES: Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with coverage requirements set forth by the City and incorporated herein.

Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond.

Attention: Risk Manager.”
Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address set forth in Exhibit C prior to the expiration of the existing insurance certificate for the duration of the term of Contract.

Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.

2. COVERAGE REQUIREMENTS: The City’s insurance requirements depend upon the type of service being provided and/or the provider. The City’s insurance requirements will fall into one of the following categories (unless otherwise provided by the City):

Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
Oliver's Tow, Inc.
506
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.

3. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or
maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

4. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.

INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
Oliver's Tow, Inc.
507
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT G

Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Printed Name: Title:

Signed: Date:

Business Entity:

Oliver's Tow, Inc.
508

CITY OF RICHMOND

STANDARD CONTRACT
Department: City Project Manager:

City Project Manager E-mail: City Project Manager Phone No:

Vendor No: Contract No:

Description of Services:

The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

1. Parties. The parties to this Contract are the City of Richmond, a municipal corporation (“the City”), and the following named Contractor:

Contractor Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

2. Term. The effective date of this Contract is _______________________ and terminates _________________ unless terminated earlier as set forth herein.

5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.

Police & Public Works
[email protected]
(510) 965-4917
196
Rotational tow and automotive services.

Lenz, INC dba Civic Center Auto Care
1880 Garden Tract Road
Richmond, CA 94801
Mark Lenz
(510) 234-8699
[email protected]
40006961
January 1, 2026
December 31, 2028
250,000.00
509

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C), attached hereto and incorporated herein.

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D), which are attached hereto and incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any), which are attached hereto and incorporated herein.

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F), which are attached hereto and incorporated herein.

10. Sanctuary City Compliance Statement. This Contract is subject to the Sanctuary City Compliance Statement (Exhibit G), which is attached hereto and incorporated herein.

11. Signatures. These signatures attest the parties' agreement hereto:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G
Lenz, INC dba Civic Center Auto Care
510
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT A

SERVICE PLAN
Contractor shall, to the satisfaction of the Project Manager ( set forth in Exhibit B) , perform the following services and be compensated as outlined below [or attach service plan if necessary]:

Lenz, INC dba Civic Center Auto Care
The TOW VENDOR will follow the Towing Services Agreement attached herein as Exhibit A-1 and Fee Schedule attached herein as Exhibit A-2.
511
2026 - 2028

CITY OF RICHMOND
Service Agreement
EXHIBIT A-1
512
1 TOW SERVICE AGREEMENT
I. GENERAL DEFINITIONS, CONDITIONS AND TERMS
A. This
Tow Services Agreement (hereinafter "AGREEMENT") contains terms and conditions that all contracting tow companies shall comply with in order to be part of the City of Richmond's Police Department rotational tow program ("ROTATION TOW LIST").

B. The total annual amount payable by the CITY to the TOW OPERATOR under this AGREEMENT shall not exceed a total amount of TWO HUNDRED FIFTY THOUSAND DOLLARS ($25 0,000), except by contract amendment.

III ROTATION TOW LIST
A. Within the CITY, t he RPD shall maintain the ROTATION TOW LIST for each class of tow truck to ensure equitable distribution of calls. 513
2 B. Nothing i n this AGREEMENT shall prohibit an RPD supervisor from requesting a specific TOW OPERATOR when, in the supervisor's opinion, the necessary resources to clear a hazard as expeditiously as possible are not available from the T
OW OPERATOR next on the ROTATION TOW LIST.

C. In suc h an instance, the TOW OPERATOR who had been passed over shall be retained at the top of the ROTATION TOW LIST. Regardless of the class of tow truck utilized for the call, charges shall not be more than for the class of vehicl e t
owed or serviced, except with vehicle recovery operations that require a larger class of tow truck.

D. More t han one TOW OPERATOR may be dispatched to a location requiring m
ultiple vehicle tows. Distribution of the vehicles to be towed shall be at the d
iscretion of the REQUESTING OFFICER
E. A R EQUESTING OFFICER may direct a TOW OPERATOR to move vehicles to cl
ear a roadway or for emergency lifesaving operations. TOW OPERATOR sha ll p
rovide such assistance as directed and there shall be no charge for this assistance.

The assistance provided shall not change the TOW OPERATOR'S place on the TO
W ROTATION LIST.

F. The TOW OPERATOR shall participate in t he Contra Costa County Victim Assistance Program, which will offer a 15% discount to crime victims that have met the requirements of the program. Payments made by Contra Costa County Victim Assistance Program will be made by check only. TOW OPERATOR sha ll ag
ree to accept checks from the Contra Costa County Victim Assistance Program.

G. The t ow operator shall waive the first 48 hours of vehicle storage fees for City of R
ichmond residents that are victims of crime or whose vehicle was towed as a result of being involved with a crime. Verification of crime victims will be verified by Richmond Police Department.

1. An R PD Dispatch call to a TOW OPERATOR shall constitute one turn on the list and that TOW OPERATOR shall be moved to the bottom of the ROTATION TOW LIST unless the TOW OPERATOR is cancelled while
514
3 in route and up to arrival at the tow location solely because the tow is no longer required. Displacement from the top of the ROTATION TOW LIST shall also occur when the TOW OPERATOR fails to answer the phone, is unable to respond, is unable to perform the required service, refuses to respond or provide service, or is canceled due to excessive response time. If the TOW OPERATOR is cancelled prior to and up to arrival at the scene, there shall be no charges. For the purpose of the AGREEMENT "arrival" is defined as the time the tow truck physically stops at the location and the tow truck's wheels are no longer moving. The REQUESTING OFFICER shall have the sole discretion to make the determination if the tow truck has arrived under the above definition

VI. TOWING, RECOVERY, LOAD SALVAGE, IMPOUND SERVICES AND

STORAGE FACILITY
A. Services required to be provided under this AGREEMENT include the following:

1. Towing of vehicles from the REQUESTING OFFICER's l ocation to the TOW OPERATOR's storage/impound facility or, upon direction of the REQUESTING OFFICER, to a designated dismantling facility. 515
4 2. The ability to conduct Vehicle Recovery Operations. Vehicle recovery operation means an operation requiring the up-righting of an overturned vehicle or returning a vehicle to a normal position on the roadway any may require the use of auxiliary equipment due to the size or location of the vehicle. This will generally be limited to operations requiring a Class B, C, or D tow truck.

5. The maximum response times for RPD tows shall be as follows:
• For normal tow requests - 30 minutes;
• For "expedited" tow requests - 20 minutes;
• For "big rig" tow requests - 60 minutes.

6. A failure to respond and/or repeated failure to meet the maximum response time requirements shall constitute failure to comply with the terms and conditions of this AGREEMENT.

8. Only the tow truck personnel and equipment requested shall respond to a RPD call. Additional tow truck personnel and equipment shall be at the approval of the RPD Watch Commander. This shall not preclude the TOW OPERATOR from responding to an incident to ascertain if additional assistance or equipment is requested. There shall be no additional charge for any personnel or equipment that is not necessary to perform the required service.
516
5 9. TOW OPERATOR shall have a business office and storage facility located within the CITY or within three (3) miles of the CITY limits throughout the term of the AGREEMENT.

B. All tow trucks shall have recovery and wheel lift capabilities meeting the specifications contained in this AGREEMENT.

1. Class D tow trucks used exclusively for recovery operations are not required to possess wheel lift capabilities.

Each Tow Operator must have at least three tow trucks capable of towing Cl
ass A, and at least one tow truck capable of towing Class B, Class C, or Cl
ass D at all times during the term of the AGREEMENT.

2. Class B -Medium Duty
• TOW OPERATOR shall maintain a minimum of one tow truck with a GVWR of at least 26,001 pounds. The truck shall be equipped with air 517
6 brakes and a tractor protection valve or device, and be capable of providing and maintaining continuous air to the towed vehicle.

VIII. TOW TRUCK DRIVERS
A. The TOW OPERATOR shall maintain a current list of drivers at all times.

B. All tow truck drivers shall obtain a Tow Driver Permit prior to responding to any RPD towing calls. The TOW OPERATOR is responsible for scheduling the required Live Scan at the RPD for each of its drivers. The TOW OPERATOR 518
7 shall ensure that each of its drivers has applied for and obtained a Tow Driver Permit from RPD prior to allowing the driver to respond to any RPD tow request.

E. Al
l tow truck drivers engaged in performing their duties under the provisions of this AGREEEMT will take direction in performing such duties from the REQUESTING OFFICER at the scene.

1. Abandoned Vehicle Tow (private property tows): Any tow designated by the CITY as part of its abandoned vehicle abatement program, which must be taken to the contracted tow dismantler.

2. CITY Vehicle Tow: Any tow of a City-owned vehicle.

3. CITY Vehicle Road Service: A request for road service on a City owned vehicle, limited to tire changes, jump starts, lock outs, and winch outs.

4. Courtesy Tow: Requests to have a legally parked vehicle moved to another legal parking place for emergency purposes, at no charge to the citizen.

5. Motorcycle Tow: Request to tow a motorcycle not requiring use of a motorcycle trailer.

6. Scheduled Tow: A tow that is scheduled in advance and does not require a specific arrival time.

7. Tows that are assigned a DMV 462 form: All tows given a DMV 462 must be taken to the contracted salvage/dismantlers that have a valid contract with the CITY for such services.
519
8 , X. CANCELLED TOW REQUESTS
A. Tows Gone On Arrival (GOA) - If a tow request vehicle is gone when the TOW OPERATOR arrives to perform a tow the REQUESTING OFFICER will be responsible for insuring that the TOW OPERATOR be placed back on top of the rotation tow list.

3. Within the past seven (7) years, the applicant has not been convicted of a felony or any crime involving vehicles or vehicle parts; burglary, theft or stolen property; assault, battery or any similar violent crime; any criminal conviction under State Narcotic Law; any sex crime; any crime involving fraud or deceit; or any crime involving moral turpitude. 520
9 4. Within the past five (5) years, the applicant has not been convicted of any serious driving offense, including but not limited to driving under the influence of intoxicants, reckless driving, attempt to evade/elude a peace officer, or hit and run.

C. The TOW OPERATOR must procure all permits and licenses, pay all charges and fees, and give all notices required by state and local law.

B. It shall be the TOW OPERATOR responsibility to perform as follows:

2. Remove debris from public streets resulting from accidents. Debris does not include personal property of the owner or operator of the vehicle.

Failure to remove accident debris will result in a $150.00 penalty to be deducted from the payment of the invoice.
521

4. R
eview the CHP 180 form and ensure that all damages and items located in the car have been noted by the REPORTING OFFICER and only then sign the CHP 180 form.

6. Write the RPD case number and the date of tow on the front and rear windows of the towed vehicle in a legible manner, excluding plastic windows.

7. Transport all towed vehicles directly to the TOW OPERATOR's tow yard or to the location designated by the impounding REQUESTING OFFICER requesting towing service or the vehicle owner.

8. Tow vehicles that do not have any wheels.

9. E
nsure that the tow driver/operators shall not interfere with a REQUESTING OFFICERS decision to impound or release a vehicle

10. N
otify RPD Dispatch operator when a tow truck arrives on the scene of a requested response for tow service.

11. Communicate directly and at all times, with Dispatch when providing tow services for the CITY.

12. Tow all vehicles including vehicle that are abandoned and filled with trash and debris.
522
11 XIII. FORBIDDEN ACTIVITIES
A. The following activities are forbidden: