04/18/2022 5:06:04 PM -0700 City of Riverside PAGE 1 OF 5 **** CITY OF RIVERSIDE TRANSMISSION COVER SHEET *****
To: Date: 04/18/22
Company: EXCLUSIVE TOWING
9999
From: Ben Hatheway Fax ID: REGC0000
Subject: PO # 220283_220418
to the City of Riverside:
Fax (951) 826-2368 or Email: [email protected] Thank You
Ben Hatheway
This cover letter has been automatically delivepartmenyou from, of Riverside, Ca. Purchasing 04/18/2022 5: 06PM (GMT-07:00)
04/18/2022 5:06:04 PM -0700 City of Riverside PAGE 2 : OF 5 CHANGE ORDER # 2 PURCHASE ORDER NO.
City of Riverside 220283
EVERSIDE
Cry d Arms & Inmoroston
951-826-5561 DATE: 04/18/22
FAX 851-826-5878
BUYER: Ben Hatheway
VENDOR: EXCLUSIVE TOWING SHIP & BILL TO: CITY OF RIVERSIDE
EXCLUSIVE RECOVERY INC GS - FLEET MAINTENANCE
3777 PLACENTIA IN 8095 LINCOLN AVE
RIVERSIDE, CA 92501 RIVERSIDE, CA 92504
ATTN: CPUlley
Req. # ]Vendor # Ship Via Freight Terms TFOB
R128732 0002473
Purch Loc Source of Quote Confirmed To [Payment Terms [Del Date S22151 TOW-2185 30
QUANTITY UNIT DESCRIPTION UNIT PRICE EXTENDED PRICE
49,999 EA GOODS/SERVICES NOTED BELOW FOR 07/01/2021 - 1.00 49,999.00 06/30/2022
TOWING SERVICES AS NEEDED FOR CITY EQUIPMENT
WHEN PLACING ORDERS CONTACT:
DISPATCH (951) 682-2003 OR (951) 289-4683
FOR BILLING QUESTIONS CONTACT: DESI PETERSON
(951) 682-2003
PERSONS AUTHORIZED TO REQUEST SERVICE:
GARRETT REYNOLDS, MIKE TURNBULL, JOE PERRY
CHAN SIVON, CHRISTINE PULLEY, RACHEL DANGERFIELD,
(951) 351-6157
(951) 351-6157
NEW PRICING FROM BID# TOW-2185 TO BEGIN ON
12/01/2021
THIS IS A NON-EXCLUSIVE, INDEFINITE QUANTITY
PURCHASE ORDER. THE DOLLAR AMOUNTS AND/OR
QUANTITIES INDICATED ARE ESTIMATES ONLY, AND THE
CITY MAY INCREASE OR DECREASE AS NEEDED. THE
ATTACHED ADDITIONAL TERMS & CONDITIONS APPLY TO
THIS PURCHASE ORDER.
CO #02 04/18/2022
INCREASED TOTAL TO $49, 999
2215000 424250 49,999.00 TOTAL 49,999.00
CITY MANAGER (IF REQUIRED) [FINANCE DIRECTOR (IF REQUIRED) ] PURCHASING SERVCES MANAGER BY BY
VENDOR ACKNOWLEDGMENT DATE RECEIVED IN FULL OR AS NOTED) DATE APPROVED FOR PAYMENT DATE BY BY
VENDOR - COPY 04/18/2022 5: 06PM (GMT-07: 00)
City of Riverside
Purchasing Division
3900 Main Street
Riverside, CA 92522
951.826.5561 Telephone
951.826.5878 Fax 04/18/20
AIDERAT PACKING AND SHIPPING. Deliveries must be made as specified, without charge, boxing, crating or storage unless otherwise specified. Goods must be suitably packed to transportation costs and, in accordance with the requirements of common carriers, in a manner to assure against damage from weather or transportation. The City's order numbers and symbols must be plainly marked on all 2 TERMS AND CONDITIONS FOR PURCHASE ORDERS invoices, packages and shipping orders. Packing lists specifying the quantity, description, and Purchase Order (FOR GOODS, COMMODITIES, AND SERVICES) Number must accompany each box or packing shipment. The City's count or weight will be final and conclusive on shipments not accompanied by packing lists. Shipments for two or more destinations when so directed by the City PURCHASE OF GOODS & SERVICES. City agrees to purchase, and Vendor agrees to sell, will be shipped in separate boxes or containers for each destination, at no charge. the goods ("Goods") and/or to provide the services ("Services") set forth in (i) the City's Notice Inviting Bids or other written solicitation of bids by the Purchasing Agent ("City's Bid Documents") and (i) Vendor's Bid in response PUBLIC WORKS. Public Works shall be performed in accordance with the provisions of the :06:04 thereto ("Vendor's Bid"). The City's Bid Documents and the Vendor's Bid shall be referred to collectively as the "Bid current edition of the Standard Specifications for Public Works Construction ("Greenbook"), unless otherwise The Goods shall be in compliance with all of the standards and specifications set forth in the Bid specified in the Bid Documents.
Documents, and the Services shall be provided in a manner consistent with that level of care and skill ordinarily exercised by members in the same profession, practicing in the same locality under similar conditions. In the event The Vendor must separately state on all invoices any taxes imposed by the local, of any conflict, the order of precedent shall be as follows: (i) specifications set forth in this Purchase Order: (ii) City's state or federal state government applicable to furnishing of Goods and Services: provided, however, where a tax PM Bid Documents; and (iii) Vendor's Bid. There shall be no substitution of Goods or Services, without the prior written exemption is available, the tax must be subtracted from the total price and identified. Unless otherwise set forth in authorization of the Purchasing Agent. the Purchase Order, the purchase price will be considered to include state and city sales or use tax.
DELIVERY DATE. The Goods must be shipped and must arrive at the destination specified WARRANTY. The Vendor warrants that all Goods will conform to applicable specifications, 7 on the Purchase Order as "Ship/Bill To" and Services must be provided by the Vendor by the request date specified description, and samples, and will be merchantable, of good workmanship in material, and free from therein ("Required Delivery Date"). Any failure by the Vendor to meet the Required Delivery Date will constitute a Unless manufactured pursuant to detailed design furnished by the City, the Vendor assumes design material default of this Purchase Order and the City may cancel any Goods not delivered in a timely manner without responsibility and warrants the Goods to be free from design defect and suitable for the purposes intended by the liability. The Vendor must notify the City immediately if the Vendor reasonably believes the Vendor will not be able City, and that such Goods if installed by the Vendor shall conform to applicable specifications. to meet the Required Delivery Date for any reason and provide the City with a schedule that the Vendor reasonably warranties, together with its service guarantees, must run to the City and its customers or users of the Goods and believes it will be able to meet. It is within the City's discretion whether it will accept the revised schedule. If you fail Services and must not be deemed exclusive. The City's inspection, aproval, acceptancer use of, and payment for it to deliver by the date specified and City has to purchase goods elsewhere, Vendor will be responsible for any costs all or any part of the Goods and Services must in no way affect its warranty rights whether or not a breach of City has to expend over and above the original purchase price. warranty had become evident in time.
PURCHASE PRICE. The purchase price for the Goods and Services shall be the amount CHANGES. The City has the right, by written notice, to change the quantity or specifications set forth in this Purchase Order. Vendor represents that the prices quoted to or paid by the City will not exceed of the Goods and Services ordered and the terms of shipment or packaging of Goods. current prices charged to any other customer by the Vendor on the Execution Date for items that are the same or the Vendor will proceed promptly to make the changes in accordance with the terms of the notice. substantially similar to the Goods, taking into consideration the quantity under consideration, and the Vendor will causes an increase or decrease in the cost or performance or in the time required for performance, an equitable forthwith refund any amounts paid by the City in excess of the price. adjustment must be negotiated promptly and the contract modified in writing accordingly. The Vendor must deliver to the City as promptly as possible, and in any event within 30 days after receipt of change notice, a statement CANCELLATION. City, by notifying Vendor in writing, shall have the right to terminate any showing the effect of any change in the delivery dates and prices; the statement must be supplemented within 30 portion of this Purchase Order prior to the delivery of Goods or at any time during the performance of Services. In days by detailed specification of the amount of the price adjustment and supporting cost figures. The Vendor's the event of such termination, Vendor may submit Vendor's final written statement of the amount of Vendor's failure to submit the statements within the time limits stated will constitute its consent to perform the change without Services as of the date of such termination based upon the ratio that the work completed bears to the total work increase in price, without claim for material rendered obsolete and without change in delivery schedules. required to make the report complete. In ascertaining the work actually rendered through the termination date, City shall consider completed work, work in progress and complete and incomplete reports and their documents only BUSINESS TAX. Vendor understands that the Goods or Services provided under this after delivered to City. Purchase Order constitutes doing business in the City of Riverside, and Vendor agrees that Vendor will register for
4.1. Other than as stated below, City shall give Vendor thirty (30) days written notice prior to termination, an pay a business tax pursuant to Chapter 5.04 of the Riverside Municipal Code, unless Vendor qualifies for an including where the City decides not to pursue or to postpone the Project for which the Goods and/or Services were exemption, and keep such tax certificate current during the term of this Purchase Order.
4.2. City may terminate this Purchase Order upon fifteen (15) days written notice to Vendor, in the event INDEMNITY. Except as to the sole negligence, active negligence or willful misconduct of the Vendor substantially fails to perform or materially breaches the Purchase Order terms and conditions. City, Vendor shall indemnify, protect, and hold the City, and its employees, officers, managers, agents and council members, harmless from any and all loss, damage, claim for damage, charge. lawsuit, action, judicial.
DELIVERY RISK OF LOSS. All orders will be F.O.B. destination if not otherwise specified. administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), Risk of loss or damage to the Goods must remain with the Vendor until the Goods have been delivered to and judgment, civil fine and penalties, liabilities or losses of any kind or nature whatsoever whether actual, threatened or accepted by the City. All Goods and Services will be received by the City subject to its right of inspection, rejection, alleged, which arises out of, pertain to, or relate to, or is in any manner connected with the Goods and Services and revocation of acceptance under the Uniform Commercial Code. The City will be allowed a reasonable period of provided pursuant this Purchase Order and/or the performance of work, activities, operations, representations, or time to inspect the Goods and Services and to notify Vendor of any nonconformance with the terms and conditions duties of Vendor, or anyone employed by or working under Vendor, and from all claims by anyone employed by or of the specifications. The City may reject any Goods and Services that do not conform to the terms and conditions working under Vendor for services rendered to Vendor in the performance of this Agreement, notwithstanding that of this Bid Documents. Any Goods and Services rejected may be returned to the Vendor at the Vendor's risk and the City may have benefited from their services. This indemnification provision shall apply to any acts or omissions willful misconduct or negligent conduct, whether active or passive, on the part of Vendor or of anyone employed by or working under Vendor.
INVOICES. An invoice must be mailed to the City at the address specified in the Purchase Order as "Bill To" no later than the 5th day after shipment is made. Individual invoices must be issued for each The parties expressly agree that any payment, attorneys' fees, costs or expense that the City incurs or shipment against each Purchase Order. Invoices must contain the Purchase Order number, description of Goods makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included GMT- 07 and Services, unit price, quantities billed, extended totals, and applicable taxes as set forth Section 9 of this as a loss, expense or cost for the purposes of this Section, and that this Section shall survive the expiration or early termination of the Purchase Order.
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City of Riverside
Purchasing Division
3900 Main Street
Riverside, CA 92522
951.826.5561 Telephone
951.826.5878 Fax Prior to commencing work, the Vendor shall procure and maintain at Vendor's own cost and expense for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise 04/18/2022 from or in connection with the performance of the work or services hereunder by the Vendor, his agents, representatives, employees, or subcontractors. The cost of such insurance shall be included in Vendor's bid.
Without in any way affecting the indemnity provided, the Vendor shall secure before commencement of the work DUTY TO DEFEND. Vendor agrees, at its cost and expense, to promptly defend the City and throughout the contract the following types and amounts of insurance:
and the City's employees, officers, managers, agents and council members (collectively the "Parties to be defended") from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative Minimum Limits of Insurance. proceeds, regulatory proceedings, or other legal proceedings which arise out of, or relate to, or are in any manner connected with: (i) the Goods and Services provided pursuant this Purchase Order; (ii) allegations that the Goods Vendor shall obtain insurance of the types and in the amounts described below: 5:06:04 are defective in manufacture or design; (iii) any patent related to the Goods and (iv) the work, activities, operations, Commercial General Liability Insurance representations, or duties of Vendor, or of anyone employed by or working under the Vendor, or (v) any breach of Vendor shall maintain commercial general liability (CGL) with a limit of not less than this Purchase Order by Vendor. This duty to defend shall apply whether or not such claims, allegations, lawsuits or $1,000,000 each occurrence/$2,000,000 in the annual aggregate. proceedings have merit or are meritless, or which involve claims or allegations that any of the Parties to be PM defended were actively, passively or concurrently negligent, or which otherwise assert that the parties to be Business Auto Liability Insurance defended are responsible, in whole or in part, for any loss, damage or injury. Vendor agrees to provide this defense Vendor shall maintain business auto liability with a limit of not less than $1,000,000 each immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal accident. - This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Vendor and shall survive the termination of this Purchase Order. Workers' Compensation and Employer's Liability Insurance Vendor shall maintain workers' compensation insurance as required by the State 700 INTERPRETATION. The terms of this Purchase Order should be construed in accordance California and Employer's Liability Insurance in the amount of $1,000,000 per accident for with the meaning of the language used and should not be construed for or against either party by reason of the bodily injury or disease. C authorship of this Purchase Order or any other rule of construction that might otherwise apply.
Builder's Risk Insurance (if applicable)
GOVERNING LAW; JURISDICTION. This Purchase Order shall be construed in accordance with and governed by the laws of the State of California. The purchase of Goods shall take place in Riverside, Documents, Vendor shall obtain its own builder's risk insurance, at its own expense, on all California. For any dispute arising from this Purchase Order, the parties consent to jurisdiction and venue in the risks of direct physical loss basis, excluding damage caused by an act of God pursuant to Riverside County Superior Court. California Public Contract Code § 7105, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions. The policy shall NONTRANSFERABILITY. The Vendor may not transfer or assign this Purchase Order, include as loss payee, the City of Riverside, the Vendor, and its sub-contractors as their without the prior written approval of the Purchasing Agent, which may be withheld in his/her sole discretion. interest may appear. The City shall not be responsible for the theft of any materials, equipment in the possession and control of Vendor.
DISCOUNTS. The date used as the basis for discount calculation shall be computed from the date of receipt of invoice, Goods and Services, whichever is later. Vendor acknowledges that the City retains its own builder's risk policy. In any event, should an event occur that is caused by the negligence or willful misconduct of the Vendor or its COMPLIANCE WITH APPLICABLE LAW. Vendor shall keep fully informed of federal, state agents, employees, subcontractors, hirees or invitees, in which City must make a claim and local laws and ordinances and regulations which in any manner affect those employed by Vendor, or in any way under its builder's risk policy, Vendor shall be responsible for the City's deductible. affect the Goods or Services provided by Vendor pursuant to this Purchase Order. Vendor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply Installation Floater (add or in lieu of Builder's Risk) with all applicable laws, ordinances and regulations. Vendor represents and warrants that Vendor has obtained all If services to be provided under this Purchase Order include construction services, during necessary licenses to provide the Goods or Services and that such licenses are in good standing. Vendor further the term of this Purchase Order, Vendor shall maintain in force, at its own expense, represents and warrants that the Services provided herein shall conform to all ordinances, policies and practices of Installed for competion of the ok performed under this Purchase Order. Coverage shal be 1 he City of Riverside.
8 against all risks of direct physical loss including theft, but excluding earthquake and flood.
INTEGRATION: AMENDMENT. This Purchase Order represents the entire understanding of Thie at cy i endors y the cay of in transit, a ass paporary storage to lion, de mati as the City and the Vendor as to those matters contained herein. No prior oral or written understanding will be of any force or effect with respect to the terms of this Purchase Order. The Purchase Order may not be modified except by the jobsite during installation. The limit of the insurance shall be equal to the full amount of Change Order or Addendum to Purchase Order. the Purchase Order. Vendor shall be responsible for the City's deductible.
AUTHORITY. The individuals executing this Purchase Order and the instruments referenced Technology Errors & Omissions (if applicable) herein on behalf of Vendor each represent and warrant that they have the legal power, right and actual authority to If the goods and or services to be provided under this Purchase Order include technology bind Vendor to the terms and conditions hereof and thereof. goods and/or services, Vendor's technology errors and omissions insurance policy shall 06 cover losses resulting from the Vendor's: (1) technology services, (2) technology products, BREACH OF CONTRACT. City and Vendor are both entitled to seek remedies under the (3) media content, and (4) network security breaches, including, but not limited to, coverage Uniform Commercial Code/California Commercial Code, or California state law for breach of contract under the for extortion threats, crisis management expense, and business interruption, in an amount terms and conditions of this Purchase Order. not less than $1,000,000 per occurrence and an aggregate limit of not less than $1,000,000.
Vendor shall list the City as a certificate holder on Vendor's technology errors and omissions D INSURANCE. Subject to the discretion of the City, Vendor may be required to provide, prior GMT to the performance of Services required by this Purchase Order, the following minimum levels of insurance set forth • 0
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0 10
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City of Riverside
Purchasing Division
3900 Main Street
Riverside, CA 92522
951.826.5561 Telephone
951.826.5878 Fax Vendor, City may deduct from sums due to the Vendor any premium costs advanced by the City for such insurance. 04/18/2022
Acceptability of Insurers.
Minimum Scope of Insurance. Insurance ap to bed plated ith insurers with a current A.M. Best's rating of no less than Ai7 unless CGL insurance shall be written on Insurance Services Office form CG 00 01 (or a substitute Verification of Coverage. form providing equivalent coverage) and shall cover liability arising from premises, Vendor shall furnish the City of Riverside with original certificates and amendatory endorsements operations, independent contractors, products-completed operations, personal injury and affecting coverage required by this section. The certificates and endorsements for each policy are to be advertising injury liability assumed under an insured contract including the tort liability of signed by a person authorized by the insurer to bind coverage on its behalf. another assumed in a business contract), and explosion, collapse and underground hazards. endorsements should be on forms provided by the City of Riverside or on other than the City of :
Riverside's forms, provided those forms and endorsements conform to the requirements. All certificates 04 and nons Aunted aura. salage sal be alien on instance ree or co and endorsements are to be received and approved by the City of Riverside before work commences. and non-owned autos). The City of Riverside reserves the right to require complete, certified copies of all required insurance 01, CA 00 05, CA 00 12, CA O0 20, or a substitute form providing equivalent liability policies, including endorsements affecting the coverage required by these specifications at any time. coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage equivalent to that provided in the 1990 and later editions of CA 00 01. Sendor shal include all subcontractors as insureds under its policies or shall furnish separate certificates Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the 7 and approved by the City of Riverside. At the option of the City of Riverside, either: the insurer shall reduce or requirements stated herein. eliminate such deductibles or self-insured retentions as respects the City of Riverside, its officers, officials, employees, or volunteers; or the Vendor shall provide a financial guarantee satisfactory to the City of Riverside PREVAILING WAGE. If the services to be provided pursuant to this Purchase Order is a guaranteeing payment of losses and related investigation, claim administration and defense expenses. public work as defined in California Labor Code Section 1720, this section Subcontractors of any tier are required to pay all workers employed in the execution of the Work not less than the Other Insurance Provisions. Jeneral prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the t Department of Industrial Relations ("DIR") under Section 1720 et sea. of the California Labor Code and implemented (1) General Liability and Vehicle Liability Coverages Only: by Resolution No. 13346 of the City Council of the City of Riverside. The Director's determination of prevailing rates is available on-line at www.dir.ca.gov/dlsr/DPreWageDetermination.htm and is referred to and made a part hereof; City of Riverside, its officers, officials, employees, and volunteers are to be covered as the wage rates therein ascertained, determined and specified are referred to and made a part hereof as though fully additional insureds with respect to liability arising out of automobiles owned, leased, set forth herein. Vendors and subcontractors on all public works projects shall submit electronic certified payrolls to hired, or borrowed by or on behalf of the Vendor; and with respect to liability arising out the Labor Commissioner and City unless excused from this requirement. of work or operations performed by or on behalf of the Vendor including materials, aware of and stipulates that Vendor will also comply with the following sections of the parts or equipment furnished in connection with such work or operations.
CGL policy, using the Insurance Services Office additional insured endorsement form a. Section 1775 prescribing sanctions for failure to pay prevailing wage rates:
CG 20 10 or a substitute providing equivalent coverage, and under the commercial b. Section 1776 requiring the making, keeping and disclosing of detailed payroll records and prescribing umbrella, if any. City and other additional insureds mentioned in this paragraph shall not, by reason of their inclusion as additional insureds, become liable for any payment c. Section 1777.5 prescribing the terms and conditions for employing registered apprentices; of premiums to carriers for such coverage. d. Section 1810 providing that eight hours of labor shall be a day's work; and e. Section 1813 prescribing sanctions for violations of the provisions concerning eight-hour work days For any claims related to this project, the Vendor's insurance coverage shall be and forty-hour work weeks. primary as respects the City of Riverside, its officers, officials, employees, and f. Sections 1725.5 and 1771.1 requiring all general contractors and subcontractors to be registered with volunteers. Any insurance or self-insurance maintained by the City of Riverside, its DIR. Registration through the DIR officers, officials, employees, or volunteers shall be excess of the Vendor's insurance and shall not contribute with it.
04/18/2022 Code, during Contractor's performance of the Agreement, Cantractor Shall not diacriminato on the grounde of race. NON-DISCRIMINATION. Except as provided in Section 12940 of the California Government All Coverages:
religious creed, color, national origin, ancestry, age, physical handicap, medical condition including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex or sexual orientation, genetic information, gender, gender identity, or gender expression, in the selection and retention of employees and subcontractors and the procurement of materials and equipment. Contractor shall also comply 5 with the requirements of the Americans with Disabilities Act in the performance of the Agreement. not be canceled reciped her thing uay days pror wite note by certied mail retr STANDARD OF CARE. While performing the Services, Vendor shall exercise the receipt requested, has been given to the City as set forth in the notice requirement of praining i preferoin Stern Caitoria Area, and shal use reasonable ingene and best me in this Agreement.
exercising its professional skill and expertise.
: 06PM (GMT-0 if Vendor, for any reason, fails to maintain insurance coverage which is required pursuant to this Purchase Order, the same shall be deemed a material breach of damage. om the Vendot resuting from said braen, Alternately, City may purchase such coverage (but has no special obligation to do so), and without further notice to the OF : 02/2017
: 00)