City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2025-02002 1/13/2026
Contract: Towing and Roadside Services for Light Duty Vehicles (8,500 GVWR and under) [Published for 10-Day Review 12/30/2025]
File ID: 2025-02002
Location: Citywide
Recommendation: Pass a Motion: 1) awarding an initial one-year contract with four one-year renewal options to Eagle Towing, Inc. for the purchase of towing and roadside services for the City’s light duty (8,500 GVWR and under) fleet assets in an amount not to exceed $1.5 million for the potential five-year term; and 2) authorizing the City Manager or designee to execute the contract and renewal options specified provided that sufficient funds are available in the budget adopted for the applicable fiscal year.
Contact: Stacey Chatman, Program Specialist, (916) 808-6711, [email protected]; Alison Kerstetter, Fleet Manager, (916) 808-1163, [email protected]; Department of Public Works
Presenter: None
Attachments:
1-Description/Analysis
2-Contract
Description/Analysis
Issue Detail: The Department of Public Works, Fleet Management Division, has an ongoing requirement to obtain towing and roadside services for light duty City fleet assets.
Policy Considerations: The recommendations in this report are in accordance with City Code Chapter 3.56, which requires City Council to approve any activities of $250,000 or more and in accordance with the Sacramento City Code Section 4.04.020 and Council’s Rules of Procedure (Chapter 7, Section E.2.d) unless waived by a 2/3 vote of the City Council, all labor agreements and all agreements greater than $1,000,000 shall be posted on the City’s website and be made available to the public at least 10 days prior to council action. This item was published for 10-day review on December 30, 2025, in compliance with the City Code.
File ID: 2025-02002 1/13/2026
Economic Impacts: None.
Environmental Considerations:
California Environmental Quality Act (CEQA): No environmental review is necessary because the recommendations in this report involve the purchase of towing and roadside services and is not considered to be a project in accordance with Section 15378(b)(2) of the California Environmental Quality Act guidelines.
Sustainability: Not applicable.
Commission/Committee Action: None.
Rationale for Recommendation: On October 26, 2025, the Department of Public Works, Fleet Management Division, in accordance with City Code Chapter 3.56, issued a Request for Bids for Towing and Roadside Services for Light Duty Fleet Assets. Bids were received on November 19, 2026, evaluated for responsiveness and responsibility, and ranked by final bid amount.
A total of seven (7) bids were received, five (5) of which were responsive and ranked. Based on evaluation and ranking, Fleet Management recommends awarding a contract to one vendor, Eagle Towing, Inc. who was the apparent responsible, responsive, lowest bidder (see the following table for evaluation information).
The bid amounts were based on estimations of a one-year period, thus the recommended contract amount of $1,500,000 reflects the amount anticipated to be expended over the potential contract period maximum for five years.
Vendor California Auto
House, Inc
Eagle Towing,
Inc
College Oak
Towing
Sierra Hart Auto
Services
Ace in the
Hole Towing
Location Sacramento, CA
95842
Sacramento, CA
95826
Sacramento, CA
95838
Sacramento, CA
95818
Roseville, CA
95678
Bid Total $330,875.00 $199,025.00 $212,875.00 $239,500.00 $452,000.00 Rank 4 1 2 3 5
Financial Considerations: Sufficient funding exists in the Department of Public Works, Fleet Management Division, Fiscal Year (FY) 2025/26 Approved Operating Budget (Fleet Fund, Fund 6501) through June 30, 2026. Purchases made after June 30, 2026, are subject to funding availability in the adopted budget of the applicable fiscal year.
Local Business Enterprise (LBE): Eagle Towing, Inc. is an LBE.
CONTRACT #: PRC003966 PROJECT:CONTRACT NAME: LIGHT DUTY TOWING SERVICES FOR CITY FLEET NOT-TO-EXCEED AMOUNT: $1,500,000 AGREEMENT TERM: 1/13/2026-1/12/2027 SOLICITATION: B2615331010 AUTHORIZED RENEWALS: FOUR ADDITIONAL ONE YEAR TERMS LBE (Y/N): Y DEPARTMENT/DIVISION: PUBLIC WORKS/FLEET MANAGEMENT CITY OF SACRAMENTO NONPROFESSIONAL SERVICES AGREEMENT THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and Eagle Towing, Inc 8260 Alpine Avenue, Suite A, Sacramento, CA 95826 916-454-0958 [email protected] ontractoras of the Effective Date, as defined below. The City and Contractor agree as follows: 1. Effective Date. This Contract shall be effective beginning January 13, 2026. 2. Contract Documents. This Contract includes each of the following documents, which are attached or incorporated by this reference : Invitation to Bid, Request for Qualifications, or Request for Proposals, and any Addenda Exhibit A Scope of Work Exhibit B Payment Exhibit C Insurance Exhibit D General Conditions Purchase Orders If there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control. 3. Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to City the non-professional services described in Exhibit A . Contractor will not be compensated for non-professional services outside the scope of Exhibit A unless, before providing Additional Services: (a) Contractor notifies City and City agrees that the Additional Services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these Additional Services; and (c) City, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor.
Form Approved by City Attorney 2-10-2025 Page 2
City will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required by the Sacramento City Code. and Additional Services as applicable. 4. Payment. City shall pay Contractor at the times and in the manner set forth in Exhibit B. Contractor shall submit all invoices to City in the manner specified in Exhibit B. 5. Facilities and Equipment. Except as set forth below, Contractor shall, at its sole cost and expense, furnish all facilities and equipment required for Contractor to perform this Contract. City shall furnish to Contractor only the facilities and equipment listed below, if any. 6. Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C. 7. General Conditions. Contractor shall comply with the terms and conditions set forth in the attached Exhibit D. 8. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (Equal Benefits be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. 9. Living Wage. This Contract may be subject to Sacramento City Code chapter 3.58, Living Wage. A summary of the requirements, entitled "Living Wage Requirements", can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. The Living Wage Ordinance is applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period. Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.58. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance.
Form Approved by City Attorney 2-10-2025 Page 3
Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.58 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.58. Contractor's violation of Sacramento City Code chapter 3.58 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. In addition, for Services that constitute "Public Works" under California Labor Code Section 1720 et seq., if both prevailing wage and living wage requirements apply, Contractor shall pay the higher of the two rates. 10. Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process. A summary of the requirements, entitled Ban-The-Box https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period. Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62. Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. 11. Local Business Enterprise Program. The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") are applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.64. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.64 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.64.
Form Approved by City Attorney 2-10-2025 Page 4
Contractor's violation of Sacramento City Code chapter 3.64 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. 12. Authority. The person signing this Contract for Contractor represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the Contractor and to bind the Contractor to the performance of the obligations. [Signatures Page Following Exhibits]
Form Approved by City Attorney 2-10-2025 Exhibit A - Page 1 EXHIBIT A SCOPE OF SERVICES 1. Representatives. The CITY Representative for this Agreement is: Stacey Chatman, Program Specialist 5730 24th St, Sacramento, CA 95822 916-808-6711 [email protected] The CONTRACTOR Representative for this Agreement is: Richard Moreno, President 8260 Alpine Avenue, Suite A, Sacramento, CA 95826 916-454-0958 [email protected] Unless otherwise provided in this Contract, all Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative. 2. Scope of Services. Contractor shall provide Services to City as set forth in Attachment 1 to this Exhibit A. 3. Time of Performance. The Services described in this Contract shall be provided for one year). The City may extend this Contract for up to four (4) additional one-year terms, for a maximum five-year term. Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A. Contractor shall immediately notify the City if Contractor is unable to perform Services in compliance with this Contract.
Attachment 1 to Exhibit A Scope of Services CONTRACTOR shall provide light duty towing and roadside services for City vehicles with a gross weight Duty Vehicles Invitation for Bid, B2615331010. CONTRACTOR understands and agrees that work will be assigned to CONTRACTOR on an individual job or task basis through issuance of a notice to proceed. The jobs/tasks may involve varying levels of effort throughout the term of the Agreement. The need for services may not be continuous during the term. It is understood and agreed by CONTRACTOR that no services at all may be required by the City under this Agreement, in which case, CONTRACTOR shall not receive any compensation. If services are performed under this Agreement, total payment for said services shall not exceed that amount stated in Exhibit B for the entire term of the agreement. The City will contact CONTRACTOR regarding a specific job/task. CONTRACTOR shall not commence work on any job or task prior to receipt of a notice to proceed from Fleet. CONTRACTOR shall perform, comply with and be subject to all provisions of this Agreement regarding any work performed pursuant to such notices to proceed. Technical Specifications 1. CONTRACTOR shall provide towing and services for light-duty vehicles with a Gross Vehicle Weight (GVW) of 8,500 pounds and under. 2. CONTRACTOR shall own and operate all required equipment and meet the City's needs without the use of a subcontractor. As a minimum, the CONTRACTOR shall have the following equipment on dispatch: 3 slide trucks with a minimum of GVWR of 15,000 pounds, 1 wheel lift truck with slings with a minimum of 15,000 pounds, 1 two-axle equipment trailer with a minimum GVWR of 10,000 pounds. If operating a Class A car carrier, the chassis must be a minimum of 19,000 pound GVWR chassis. 3. All towing and road services shall be provided 24 hours a day, 7 days a week including holidays. All response times* for vehicles with a GVW of 8,500 pounds and under shall be less than 30 minutes. Response time is critical to the award and continuance of this agreement. Failure to comply with the response times stated may be reason for termination of the agreement. a. *Response time is defined as the time it takes for the Contractor to arrive on scene from the point of request for service. 4. The base tow charge shall be all inclusive - including travel time, locating time, and hook-up time. All charges shall be portal-to-portal which start at the time the tow truck is dispatched. The rates in Exhibit B that were submitted shall include labor, material costs, fuel, hazardous material fees, any surcharges and all taxes. Note: There shall be no additional charges for towing or road services performed on holidays, weekends, nights or early morning hours. 5. Road services shall include, but are not limited to: changing flat tires, jump starting a vehicle, providing five (5) gallons of unleaded gasoline and/or diesel fuel, winching and towing of motorcycles, passenger vehicles, light trucks, and all other equipment required. All services will be performed without City of Sacramento personnel assistance. All vehicles shall be delivered free of greasy finger or handprints on the paint or the interior of the vehicle. Taillight cords shall not leave marks on the paint of any equipment.
6. Charges for roadside assistance (unlocking vehicles, jump starts, changing flat tires (tires provided by the City), and fuel delivery) shall be all inclusive and include the cost of travel and time to perform the services requested. On a fuel delivery, the cost of five (5) gallons of fuel and all taxes. 7. Winching service costs are all inclusive, including travel time to the scene from the time of dispatch, the use of cable and time to perform services. 8. Motorcycles or 3-and 4-wheel carts shall be transported on a slide bed truck or equipment trailer only. 9. If Fleet Management cancels the tow call withing fifteen (15) minutes of the original call, then the City shall not be charged. 10. CONTRACTOR shall maintain a current City of Sacramento Tow Car Permit for each vehicle used. All drivers must have a valid City of Sacramento Tow Car Driver Permit. Copies of permits must be submitted upon request. During the course of the contract, failure to maintain current permits shall be reason for terminating the contract. 11. CONTRACTOR shall provide certificates from the California Tow Truck Association Light Duty Level 1 Course certificates for all drivers that will be assigned to the City of Sacramento Fleet account. 12. CONTRACTOR shall provide certificates from the National Highway Institute of Traffic Incident Management (TIMs) Training for all drivers that will be assigned to the City of Sacramento Fleet account. 13. CONTRACTOR shall provide proof or certificate of enrollment in a DOT Testing Program to be in full compliance with the Federal Motor Carrier Safety Administration (FMCSA) requirements 49 CFR Part 40 and 49 CFR Part 199. 14. CONTRACTOR must have the Commercial Vehicle Safety Alliance (CVSA) Inspection performed by the California Highway Patrol quarterly. The City may request documentation of these inspections throughout the course of the contract. 15. CONTRACTORs tow trucks must have a current bi-annual inspection of terminal fees and inspection report on file. 16. CONTRACTOR shall have a Certificate of Reported Truck and Bus Regulations from the Air Resources Board. 17. The City of Sacramento is committed to improving the air quality of the greater Sacramento region. CONTRACTOR shall use vehicles that are model years 2004 and newer, with the exception of trailers, during the term of the contract. The City may consider vehicles that have been re-powered with an engine that meets emission regulations. All vehicles must meet CA emission and SMOG regulations. 18. The CONTRACTOR's facility, towing equipment, and drivers shall comply with all federal, state, and local regulations. 19. Authorized representatives of the City of Sacramento shall be permitted to inspect the CONTRACTOR's facility and/or equipment prior to the award of this bid. After the award of the bid, authorized representative(s) of the City shall be permitted to inspect the CONTRACTOR's facility and/or equipment on a periodic basis. More frequent inspection shall be permitted if problems develop and remain unresolved, and if recurring problems persist, this shall be grounds for termination of the agreement.
20. CONTRACTORs will be responsible for any damages sustained from hook-up, transport, and/or unloading and delivery of a City fleet asset. 21. The provisions of this contract shall in no way prohibit the City from purchasing the same products and/or services listed herein from another supplier. 22. The CONTRACTOR certifies that it has not, within a three-year period preceding this certification, had one or more City contract or transaction terminated for cause or default. 23. Delivery: City Fleet assets may be towed to an external vendor or participating City of Sacramento locations. The participating City locations are as follows: SACY (South Area Corporation Yard) NACY (North Area Corporation Yard) Meadowview City Services Complex Kinney Police Garage Rooney Police Garage 5730 24th Ave Sacramento, CA 95822 918 Del Paso Rd Sacramento, CA 95834 2812 Meadowview Rd Sacramento, CA 95832 3550 Marysville Blvd Sacramento, CA 95838 5303 Franklin Blvd Sacramento, CA 95820
Form Approved by City Attorney 2-10-2025 Exhibit B - Page 1 EXHIBIT B PAYMENT 1. ContractorThe total of all fees paid to the Contractor for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $ 1,500,000. The payments specified in this Exhibit B shall be the only payments made to Contractor unless the City approves a Supplemental Contract. 2. Pricing. Contractor shall be paid as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls. 3. ContractorReimbursable Expenses are limited to actual expenditures of Contractor for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the City. 4. Miscellaneous Charges. No additional charges will be allowed unless specified in the Contract, including charges for transportation, fuel, containers, packing, or disposal. 5. Payments to Contractor. Contractor is responsible for supplying all documentation necessary A. Payment terms are NET 30 days, unless the Contractor offers a prompt payment discount that was accepted by the City or as otherwise stated in this Contract. Any prompt payment discounts will be computed from the date of acceptance by the City, or from the date an invoice is received, whichever occurs later. B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to: [email protected] (2) Postal Mail. If emailing is not an option, mail to: A/P Processing Center City of Sacramento 915 I Street, Floor 4 Sacramento, CA 95814-2608 C. All invoices submitted by CONTRACTOR must contain the following information: (1) Job/Project Name (2) (3) Contractor (4) Date of Invoice Issuance (5) Work Order Number (if applicable) (6) CITY representative identified on the Purchase Order (7) Contractor
Form Approved by City Attorney 2-10-2025 Exhibit B - Page 2 (8) Itemized description of items billed under Invoice(9) Itemized description of all authorized Reimbursable Expenses (10) Itemized description of all applicable taxes (sales, use, excise, etc.) (11) Amount of Invoice (itemize all authorized Reimbursable Expenses) (12) Total Billed to Date under Contract (if applicable) D. Items must be separated into Goods, Services, and Reimbursable Expenses. All applicable sales, use, excise, or similar taxes, including federal excise tax, must be itemized separately on the invoice. Invoices that do not conform to the format outlined above will be returned to Contractor for correction. City is not responsible for delays in payment to Contractor resulting from Contractordescribed above. E. For Goods only, a bill of lading number and weight of shipment will be shown for shipments on the Government Bill of Lading. F. Unless otherwise specified in this Contract, partial payments will not be made by the City and payment will not be due until the completion of the Goods order. No payment d to the City Representative for this Contract. 6. Additional Services. Additional Services shall be provided only when a Supplemental Contract contract amendment procedures. The City reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services. 7. Accounting Records of Contractor. During performance of this Contract and for a period of three years after completion of performance, Contractor shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, and records of shall keep and make records available for inspection and audit by representatives of the City upon reasonable written notice. 8. Tax Payments. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractorproof of the payment upon request. Contractor hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of Contractorbreach of this section. 9. Public Works Requirements. [To be completed by the City Representative:] The services provided under this Contract include [check one if applicable]: ________ Construction work in an amount exceeding $25,000;
Form Approved by City Attorney 2-10-2025 Exhibit B - Page 3 ________ Land Surveying, material testing, or inspection services provided for a Cityconstruction project during the design, pre-construction, construction, or post-construction phases of the project; or ________ Alteration, demolition, repair, or maintenance work in an amount exceeding $15,000. If any of the lines is checked above, this Contract Labor Code and is subject to the following requirements: A. Payment of Prevailing Wages: Contractor and any subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code section 3.60.040 and applicable provisions of the California Labor Code, which require, among other things, that Contractor and all subcontractors pay not less than the prevailing rate of wages, as determined by the Director of the California Department of Industrial Relations in accordance with California Labor Code section 1773. Contractor and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the Contractor and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner. Contractor shall include these requirements in every subcontract. This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code section 1771.4. The Contractor and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3.60.040Program should be directed to the City Representative. B. DIR Registration: California Labor Code Section 1725.5 requires the Contractor and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with California Labor Code Section 1725.5. -Works/Contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the Contractorto comply in all respects with all other applicable laws and regulations. The Contractor shall disseminate these provisions to all subcontractors. Before the performance of work by Contractor or any subcontractor(s) under this
Form Approved by City Attorney 2-10-2025 Exhibit B - Page 4 current DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein. C. In accordance with California Labor Code Section 1861, by signing this Contract, Contractor acknowledges and represents that Contractor is aware of the provisions of section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that Contractor will comply with the provisions of the Labor Code before commencing performance under this Contract. D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.050, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. The Contractor and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7. E. Working Hours. If this Contract is for the performance of any Public Work, Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.040 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work. F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving Contractor or its subcontractors of any obligations under this Contract. G. Subcontractors. The Contractor shall include these provisions A through F in every subcontract or sub-agreement for any subcontractors performing work under this Contract.
Exhibit B - Page 3
Attachment 1 to Exhibit BBillable RatesFor work authorized by the City in accordance with the terms of this Agreement, CONTRACTOR shall be paid at the rates listed below. All charges are all inclusive, including mileage charges and are portal-to-portal which start at the time the tow truck is dispatched. Description Unit Cost Transport a vehicle on a trailer $ 95.00 Tows requiring an axle lift or slide bed truck $ 95.00 Motorcycle tows (per trailer load, not per unit) $ 200.00 3- & 4-wheel Scooter tows (per trailer load, not per unit) $ 200.00 Unlock a vehicle $ 85.00 Jump start a vehicle $ 85.00 Change a flat tire (tire supplied by the City) $ 85.00 Fuel Delivery - Supply five (5) gallons of unleaded gasoline or diesel fuel $ 95.00 Winching service $ 95.00 1. No requests for labor rate adjustments will be considered during the first two years of this contract. If the contract extends beyond two years, labor rates quoted may be subject to adjustment, based upon a union agreement amendment, benefit cost increase, or prevailing wage rate or minimum wage adjustment. The successful bidder(s) must provide the City a written request, addressed to the Contract Representative, listed in Section 5A of the Special Provisions. Such request shall be accompanied by written verification of the need for the requested adjustment, such as a copy of the union agreement amendment. A minimum (30) day advance notice period shall be required for such requests. If an increase is granted by the City, the increase in cost shall not increase greater than 3% from the prior year. In the event of any decline in labor rates, the benefit of such lower rates shall be immediately extended to the City. Any approval of a request is subject to the review and written approval of the City in a contract amendment. COMPENSATION The Contractor agrees to accept the specified compensation as set forth in this Contract as full payment for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Contractor of all its duties and obligations hereunder. The Contractor shall only be compensated as set forth herein for work performed in accordance with the Scope of Work. The City shall have no obligation to pay any sum more than the fixed prices and total contract amount specified herein unless authorized by amendment.
Form Approved by City Attorney 2-10-2025 Exhibit C - Page 1 EXHIBIT C INSURANCE 1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintain the insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Contractor is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Contractor's insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City. If the CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown below, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Contractor and subcontractors, products and completed operations of Contractor and subcontractors, and premises owned, leased, or used by Contractor and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy. If a general aggregate limit applies, either the general aggregate limit shall apply separately (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of Contractor and subcontractors; products and completed operations of Contractor and subcontractors; and premises owned, leased, or used by Contractor and subcontractors. 3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.) _X_ Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor. The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability.
Form Approved by City Attorney 2-10-2025 Exhibit C - Page 2 ___ No automobile liability insurance is required, and by signing this Contract, Contractor certifies as follows: or services under this agreement. If, however, Contractor does transport items under this Contract, or this Contract is amended to require any employees of Contractor to use a vehicle to perform services under the Contract, Contractor understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non- 4. Excess Insurance. The CONTRACTOR may use Umbrella or Excess Policies to meet the required liability limits. This form of insurance will be acceptable provided that any umbrella or excess policies provide all of the insurance coverages required and meet the other requirements for the primary policies as set forth in this Agreement. Umbrella and/or Excess policies shall be provided overage at least as broad as provided in the underlying primary policy. Umbrella or excess policies shall contain, or be endorsed to provide that the City, its officials, employees, and volunteers shall be covered as additional insureds, as well as a provision that it will apply on a primary basis for the benefit of the City. Any insurance or self-insurance maintained by City, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverage and will not contribute to it. No insurance or self-insurance maintained by the City that applies to a loss covered herein, whether Primary or Excess, and which also applies to a loss covered hereunder, shall be called upon to contribute to a loss until ess liability policies are exhausted. 5. (Check the applicable provision.) _X_ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City. ___ No work or services will be performed on or at CITY facilities or CITY Property, therefore ___ ontractor certifies as follows: anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, Contractor hires any employee during the term of this
Form Approved by City Attorney 2-10-2025 Exhibit C - Page 3
6. Other Insurance Provisions. The policies must contain, or be endorsed to contain, the following provisions: A. Contractor's insurance coverage, including excess insurance, shall be primary and non-contributory insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers will be in excess of Contractor's insurance and will not contribute with it. B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees or volunteers. C. Coverage shall state that Contractor's insurance applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. D. Contractor shall provide the City with 30 days written notice of cancellation or material change in the policy language or terms. 7. Waiver of Subrogation. CONTRACTOR hereby grants to City a waiver of any right to subrogation which any insurer may acquire against the City by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from an insurer. 8. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Exhibit C must be declared to and approved by the City in writing before execution of this Contract. 9. Verification of Coverage. A. Contractor shall furnish City with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier. Copies of policies shall be delivered to the City Representative on demand. B. Contractor shall send all insurance certificates and endorsements, including policy renewals, during the term of this Contract directly to: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564
Form Approved by City Attorney 2-10-2025 Exhibit C - Page 4 C. Certificate Holder must be listed as: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564 D. The City may withdraw its offer of Contract or cancel this Contract if the certificates of insurance and endorsements required have not been provided before execution of this Contract. The City may withhold payments to Contractor and/or cancel the Contract if the insurance is canceled or Contractor otherwise ceases to be insured as required herein. 10. Subcontractor Insurance Coverage. Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.
Form Approved by City Attorney 2-10-2025 Exhibit D - Page 1 EXHIBIT D GENERAL CONDITIONS 1. Independent Contractor. A. It is understood and agreed that Contractor (including Contractorindependent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractorassigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Contract, and Contractor will be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of Contractorincluding any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract. B. It is further understood and agreed by the parties that Contractor, in the performance of its obligations, is subject to the control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by Contractor for accomplishing the results. To the extent that Contractor obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the ContractorContractorthe use will promote Contractorelsewhere in this Contract, the CITY does not require that Contractor use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing. C. If, in the performance of this Contract, any third persons are employed by Contractor, such persons will be entirely and exclusively under the direction, supervision, and control of Contractor. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor. It is further understood and agreed that Contractor will issue W-2 or 1099 Forms for income and employment tax purposes for all Contractorsubcontractors. D. The provisions of this section will survive any expiration or termination of this Contract. Nothing in this Contract creates an exclusive relationship between CITY and Contractor. Contractor may represent, perform services for, or be employed by any additional persons or companies so long as Contractor does not violate the provisions of Section 5, below.
Form Approved by City Attorney 2-10-2025 Exhibit D - Page 7 its assignees and successors in interest, agrees as follows: A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled ,12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR B. Nondiscrimination: Contractor, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in discrimination prohibited by the Regulations. C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of ContractorContract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation. D. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the City to be pertinent to ascertain compliance with the Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to the City, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with the nondiscrimination provisions of this Contract, the City shall impose any sanctions it determines are appropriate including: (1) Withholding of payments to Contractor under this Contract until Contractor complies; (2) Cancellation, termination, or suspension of this Contract, in whole or in part. F. Incorporation of Provisions: Contractor shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request that the City join such litigation to protect the interests.
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2. Licenses; Permits, Etc. Contractor represents and warrants that Contractor has, and shall maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for Contractor to practice its profession or fulfill the terms of this Contract, including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State. 3. Time. Time is of the essence in the performance of this Contract. Contractor shall devote the necessary time and effort to its performance under this Contract. Neither party will be considered in default of this Contractcause, present or future, that is beyond the reasonable control of that party. 4. Contractor Not Agent. Except as City may specify in writing, Contractor and Contractorpersonnel have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor and Contractoror implied, to bind City to any obligations whatsoever. 5. Conflicts of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the City or that would in any way hinder Contractorunder this Contract. Contractor further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent or subcontractor, without the written consent. Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the interests during the performance of this Contract. If Contractor is or employs a former officer or employee of the City, Contractor and any former City officer or employee shall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any City department, board, commission, or committee. 6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If Contractor is shipping Hazardous Substances, Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, Contractor must provide a revised SDS to each City location receiving Hazardous Substances. 7. Confidentiality of City Information. During performance of this Contract, Contractor may gain access to and use City information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other special and unique assets of the City. Contractor agrees to protect all City Information and treat it as strictly confidential, and further agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or
Form Approved by City Attorney 2-10-2025 Exhibit D - Page 3 communicate in any manner any City Information to any third party without the prior written consent. In addition, Contractor must comply with all City policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief. 8. Contractor Information. A. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor under this Contract. In this Contractmeans and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City. B. Contractor shall fully defend, indemnify and hold harmless City, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor under this Contract trade name, copyright, patent or other intellectual property rights. City shall make reasonable efforts to notify Contractor not later than ten days after City is served with any such claim, action, lawsuit or other proceedingnotice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract. C. All proprietary and other information received from Contractor by City, whether received in connection with ContractorCity or in connection with performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set City, City shall give notice to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The Contractor shall have sole D. The parties understand and agree that any failure by Contractor to respond to the notice provided by City and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding Contractor, and the information will be disclosed by City in accordance with the Public Records Act.
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9. Notification of Material Changes in Business. Contractor agrees that if it experiences anymaterial changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. Contractor also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligations to the City under this Contract. 10. Standard of Performance. Contractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor and in compliance with all requirements of this Contract. All products that Contractor delivers to City under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractorprofession. Contractor shall assign only competent personnel to perform on its behalf under this Contract. Contractor must notify the City in writing of any changes in Contractorunder this Contract, before any performance by the new staff member. If the City, in its sole discretion, determines that any person assigned by the Contractor to perform under this Contract is not performing in accordance with the standards required herein, City shall provide notice to Contractor. Contractor shall immediately remove the assigned person upon receipt of the notice. 11. Performance or Different Terms and Conditions. The City's subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the Contractor, nor will the City's subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. Contractor's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract. 12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the City is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The Contractor shall serve the City during a declared emergency or disaster, subject to the same terms and conditions that apply during non- emergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the Contractor shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the Contractor's source stating the reason for the disruption 13. Term; Suspension; Termination. A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein. B. City shall have the right at any time to suspend Contractorwhole or in part, by giving a written notice of suspension to Contractor. Upon receipt of
Form Approved by City Attorney 2-10-2025 Exhibit D - Page 5 such notice, Contractor shall immediately suspend its activities under this Contract, as specified in the notice. C. The City shall have the right to terminate this Contract at any time by giving a written notice of termination to Contractor. Upon receipt of such notice, Contractor shall immediately cease performance under this Contract as specified in the notice. If the City terminates this Contract: (1) Contractor shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City. (2) The City shall pay Contractor the reasonable value of Goods or Services provided by Contractor before termination; provided, however, City shall not in any manner be liable for lost profits that might have been made by Contractor had the Contract not been terminated or had Contractor completed performance required by this Contract. Contractor shall furnish to the City any financial information requested by the City to determine the reasonable value of the Goods or Services provided by Contractor. The foregoing is cumulative and does not affect any right or remedy that City may have in law or equity. 14. Default by Contractor. In case of default by the Contractor, the City reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the Contractor, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the City will be considered the prevailing market price at the time such purchase is made. 15. Guarantee and Warranty. Contractor assumes design responsibility and warrants the articles to be free from design defect and suitable for the purposes intended by City. If it is determined by the City that the Goods and Services do not meet the minimum requirements of this Contract, the Contractor shall correct the same at Contractor's sole expense. A. The Contractor agrees that the Goods and Services furnished under this Contract will be covered by the industry standard or better warranty. B. Contractor further warrants that the Goods and Services furnished under this Contract will be covered by the most favorable commercial warranties the Contractor gives to any customer for the Goods and Services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded to the City at law or equity, or by any other clause of this Contract. C. Any additional warranties provided by law, including the warranty of merchantability and warranty of fitness for a particular purpose will remain in full force and effect and inure to the City's benefit. City reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods and Services. D. City's inspections, approval, acceptance, or payment for all or part of any Goods and
Form Approved by City Attorney 2-10-2025 Exhibit D - Page 6 Services will in no way affect City's warranty rights. 16. Indemnity. A. Indemnity: Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by enforcing this Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor. B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of section 8.B., above. C. Survival. The provisions of this section will survive any expiration or termination of this Contract. 17. Funding Availability. A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code. B. appropriated and approved for this Contract by the Sacramento City Council. C. This Section shall govern over any other contrary provision of the Contract. 18. Equal Employment Opportunity. During the performance of this Contract, Contractor, for itself,
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19. Entire Agreement. This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by Contractor, and by City, in accordance with applicable provisions of the Sacramento City Code. 20. Modification of Contract. The Contractor shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract. 21. Severability. If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law. 22. Waiver. Neither the City acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party. 23. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts. 24. Assignment Prohibited. The expertise and experience of Contractor are material considerations for this Contract. City has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Contractor under this Agreement. In recognition of this interest, Contractor shall not assign any right or obligation pursuant to this Contract without the written consent of the City. Any attempted or purported assignment without City be void and of no effect. 25. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 24, above. 26. Compliance with Laws. The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission.
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27. Debarment CertificationA. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that Contractor, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds: (1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency; (2) Has not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or (4) Has not, within a three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default. (5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations. B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the City. C. Exceptions will not necessarily result in denial of recommendation for award, but will be exceptions apply, the initiating agency, and dates of action. D. maintained by the General Services Administration for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become warranties and certification in this Section were erroneous, the City may terminate this Agreement for default.