AGREEMENT NO. _________________
Kern County Fentanyl Misuse and Overdose Prevention Task Force Fund Allocation Disbursement Agreement – Robotic Canine Unit County of Kern – City of Bakersfield
This Allocation Disbursement Agreement (“Agreement”) is made and entered into on _____________________ by and between the County of Kern, a political subdivision of the State of California (hereinafter “County”) and the City of Bakersfield, a municipal corporation, acting by and through the Bakersfield Police Department (hereinafter “Agency”). County and Agency are referred to individually as “Party” and collectively as “Parties.”
WITNESSETH:
WHEREAS:
a) The County of Kern is the recipient of an allocation from the State of California under Section
19.563(f)(31) of California Assembly Bill 102 – Budget Act of 2023, to provide various duties relating to fentanyl misuse (“Fentanyl Task Force Funding”) , including, among others, collecting and organizing data on the nature and extent of fentanyl misuse in California, identification and assessment of sources and drivers of legal and illicit fentanyl and xylazine activity in California, and evaluating approaches to increase public awareness of fentanyl misuse , develop methods to strengthen state and local eff orts to prevent fentanyl misuse, review and recommend model treatment protocols for medication-assisted treatment (MAT) of fentanyl misuse; and
b) Agency submitted a request for funding in an amount not to exceed four hundred four thousand dollars ($404,000) for the acquisition of a robotic canine unit for the Agency’s fentanyl and xylazine detection, interdiction, and enforcement capabilities; which has been reviewed and approved by California State Assemblymember Jasmeet Bains for the purposes of prevention, enforcement, and education related to fentanyl and xylazine misuse; and
c) County desires to provide funding for the acquisition of the robotic canine units through this Agreement as a separate and independent allocation disbursement agreement, limited to the eligible costs and purposes expressly stated herein; and
d) Agency is a local law enforcement agency within the county and desires to utilize allocation dollars to acquire and deploy the robotic canine unit in support of fentanyl and xylazine detection, seizure, interdiction, enforcement, and related Fentanyl Misuse and Overdose Prevention Task Force activities, subject to the terms, conditions, documentation requirements, and limitations set forth in this Agreement .
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, County and Agency agree as follows:
1. Purpose. The County’s sole obligation under and pursuant to the terms and provisions of this Agreement shall be the payment to reimburse the Agency as specified in paragraph two of this section.
Agency shall use funds provided under this Agreement solely to reimburse Agency for the costs of acquisition of one robotic canine unit in the maximum amount of FOUR HUNDRED FOUR THOUSAND DOLLARS ($404,000) to support fentanyl and xylazine detection, interdiction, enforcement, and Task Force-related public safety activities (“Acquisition”).
Funds shall not be used for salaries, overtime, routine maintenance, replacement costs, administrative overhead, or any other ongoing operating cost.
2. Term. Agency shall submit all reimbursement requests to utilize such funding during a period from the date of this Agreement through December 31, 2026.
3. Disbursement of Allocation Dollars and Documentation. Funds shall be disbursed only as reimbursement for actual, eligible, and documented costs incurred by Agency during the Term. As a condition of reimbursement, Agency shall submit documentation satisfactory to County, including, as applicable, vendor invoices, purchase orders, proof of payment, vehicle identification numbers, equipment descriptions, canine identification records, training invoices, and handler training completion records.
Agency shall submit a final closeout report no later than thirty (30) days after completion of all purchases or expiration of the Term, whichever occurs first. The final report shall include all required reimbursement documentation, asset records, and confirmation that the robotic canine unit has been placed into service for the purposes described in this Agreement.
The County shall not exceed its maximum financial obligation under this Agreement. Agency shall be solely responsible for all costs exceeding this amount, including any cost increases, taxe s, delivery charges, equipment upgrades, maintenance, replacement, or ongoing operational expenses. Any savings, unused funds, or unexpended balances shall not be redirected to any other purpose without County’s prior written approval.
Agency shall not seek or accept reimbursement under this Agreement for costs reimbursed or paid through any other federal, state, local, or private funding source. County may deny reimbursement for any cost that is unsupported, outside the approved scope, incurred outside th e Term, duplicative, unreasonable, or inconsistent with this Agreement.
4. Procurement, Ownership, Use, and Asset Control . Agency shall be solely responsible for the Acquisition in compliance with all applicable laws, regulations, policies, and procurement requirements applicable to Agency. County shall not be deemed the purchaser, owner, operator, or contracting party for any agreement procured by Agency under this Agreement.
Agency shall hold title to and maintain control over all assets and equipment acquired with funds provided under this Agreement. Agency shall maintain asset records sufficient to identify each funded asset, including purchase date, cost, vendor, identification number, deployment status, and disposition. During the useful life of any funded asset, Agency shall not sell, transfer, dispose of, materially modify, or repurpose the asset for a use unrelated to this Agreement without County’s prior written approval. If Agency fails to place the funded assets into service, materially misuses the assets, transfers or disposes of the assets without approval, or fails to use the assets for the purposes described in this Agreement, County may require repayment of all or a proportionate share of funds disbursed.
Agency shall be solely responsible for all matters relating to the selection, acquisition, training, certification, care, control, deployment, supervision, retirement, replacement, and disposition of each canine funded under this Agreement.
5. Non-appropriation. County reserves the right to terminate this Agreement in the event insufficient funds are appropriated or budgeted for this Agreement in any fiscal year. Upon such termination, County will be released from any further financial obligation to Agency, except for any Acquisition performed prior to the date of termination. Agency will be given thirty (30) days written notice in the event that such action is required by County.
6. Assignment. Agency shall not assign, transfer, or encumber this Agreement, or any part, and Agency shall not assign any monies due or which become due to Agency under this Agreement, without the prior written consent of County.
7. Audit, Inspection and Retention of Records . Agency shall maintain and make available to County accurate books and records relative to the Acquisition under this Agreement. Agency shall permit County to audit, examine, and make excerpts and transcripts from its records and to conduct audits of all invoices, materials, records of personnel, or other data related to the Acquisition under this Agreement. Agency shall maintain its data and records in an accessible location and condition for a period of not less than three years from the date of final pa yment under this Agreement, or until after the conclusion of any audit, whichever occurs last. The State of California and/or any federal agency having an interest in the subject of this Agreement shall have the same rights as County.
8. Authority to Bind County. It is understood that Agency, in Agency’s performance of any and all duties under this Agreement, except as otherwise provided in this Agreement, has no authority to bind County to any agreements or undertakings.
9. Captions and Interpretation . Parag raph headings in this Agreement are used solely for convenience and shall be wholly disregarded in the construction of this Agreement. No provision of this Agreement shall be interpreted for or against a Party because that Party or its legal representative drafted such provision. This Agreement is the product of negotiation and both Parties are equally responsible for its authorship. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.
10. Choice of Law/Venue. The Parties hereto agree that the provisions of this Agreement will be construed pursuant to the laws of the State of California. This Agreement has been entered into and is to be performed in the County of Kern. Accordingly, the Parties agree that the venue of any action relating to this Agreement shall be in the County of Kern.
11. Compliance with Law . Agency shall observe and comply with all applicable county, state and federal laws, ordinances, rules and regulations now in effect or hereafter enacted (“Applicable Law”), each of which are hereby made a part hereof and incorporated herein by reference.
12. Confidentiality. Agency shall not, without the prior written consent of the County, communicate confidential information, designated in writing or identified in this Agreement as confidential, to any third party and shall protect confidential information from inadvertent disclos ure to any third party in the same manner that it protects its own confidential information, unless disclosure is required in response to a validly issued subpoena or other process of law. Upon completion of this Agreement, the provisions of this Section 13 shall continue to survive.
13. Conflict of Interest.
a. Financial Conflicts of Interest . Agency has read and is aware of the provisions of Government Code Section 1090 et seq. and Section 87100 et seq. relating to conflict of interest of public officers and employees. Agency acknowledges that it is unaware of any financial or economic interest of an y public officer or employee of County relating to this Agreement. If is further understood and agreed that if a financial interest does exist at the inception of this Agreement, County may immediately terminate this Agreement by giving written notice. Agency shall comply with the requirements of Government Code Section 1090 et seq. and 87100 et seq. during the Term.
b. Organizational Conflicts of Interest. Agency represents, to the best of its knowledge, that neither Agency nor any Agency Representative presently has any consulting or contractual arrangement with any firm or organization that would give rise to an organizational conflict of interest with respect to the Acquisition. Neither Agency nor any Agency Representative shall enter into any contractual arrangement that would give rise to any potential
organizational conflict of interest, without first obtaining County’s prior written approval before entering the into the contractual arrangement. If any organizational conflict of interest is discovered by Agency relating to this Agreement, Agency shall immediately notify County, and attempt to present a suitable mitigation plan. County may, at its sole discretion, terminate this Agreement in the event that Agency has any actual or potential organizational conflict of interest. As used in this Section 14.b, “organizational conflict of interest” means any relationship whereby Agency has present or planned interests related to the Acquisition which (i) may diminish its capacity to give impartial, technically sound, objective assistance and advice or may otherwise result in a biased work product, or (ii) may result in Agency or any Agency Representative being given an unfair advantage.
14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
15. Enforcement of Remedies. No right or remedy conferred on or reserved to a Party is exclusive of any other right or remedy under law, equity or statute, but each shall be cumulative of every other right or remedy now or in the future existing under law, equity or statute, and may be enforced concurrently or from time to time.
16. Indemnification.
a. General.
Agency shall defend, indemnify, and hold harmless County and County’s board members, elected and appointed officials, officers, employees, agents, volunteers and authorized representatives (“County Indemnified Parties”) from an y losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgments and costs, including attorneys’ fees of County Counsel and outside counsel retained by County, expert fees, costs of staff time, and investigation costs (“Claims”) which arise out of or relate to any act or omission of Agency or Agency’s officers, employees, agents and subcontractors of any tier hired by Agency to perform the Services Acquisition (“Agency Representatives”). This indemnification obligation shall include bodily and personal injury or death to any person; damage to any property, regardless of where located, including the property of County; and any workers’ compensation Claim arising from or relating to the Services Acquisition.
Agency shall defend any Claim with counsel of Agency’s choice, subject to County’s written approval, and at Agency’s sole cost.
b. Immigration Reform and Control Act . Agency acknowledges that Agency and Agency Representatives are aware of and understand the Immigration Reform and Control Act (“IRCA”). Agency is and shall remain in compliance with the IRCA and shall ensure that any Agency Representatives are and shall remain in compliance with the IRCA. In addition, Agency shall defend, indemnify and hold harmless County and County Indemnified Parties from any Claims which arise out of or relate to any allegations that Agency or Agency Representatives are not authorized to work in the United States and/or any other allegations based upon alleged IRCA violations committed by Agency or Agency Representatives.
Agency shall defend any Claim with counsel of Agency’s choice, subject to County’s written approval, and a Agency’s sole cost.
Survival of Indemnification Obligations . Upon completion of this Agreement, the provisions of this Section 18 shall survive.
17. Insurance. Agency, in order to protect County and County Indemnified Parties against Claims as a result of the performance of Agency’s obligations, as required in this Agreement, shall secure and maintain the following insurance. Agency shall not perform any Acquisition until Agency has
obtained all insurance required under this Section 18. Agency self-insures as a matter of normal business practice, and will continue to self -insure for the term of this Agreement. Agency, upon request of County, shall forward documentation to County that demonstrates to County that Agency self-insures as a matter of normal business practice with covera ges compatible with the below requirements. County will accept reasonable proof of self -insurance comparable to the below requirements.
a. Workers’ Compensation and Employer’s Liability Insurance Requirement. If Agency has employees who may perform any Acquisition under this Agreement, Agency shall submit written proof that Agency is insured against liability for workers’ compensation in accordance with the provisions of California Labor Code Section 3700. Agency shall require any Agency Representatives to provide workers’ compensation for any of the Agency Representative’s employees, unless the employees are covered by the insurance carried by Agency. If any class of employees engaged in the Acquisition is not covered by California Labo r Code Section 3700, Agency shall provide and/or require each Agency Representative to provide adequate insurance for the coverage of employees not otherwise covered. Agency shall also maintain employer’s liability insurance with limits of $1,000,000 for bodily injury or disease.
b. Liability Insurance Requirements.
i. Types of Liability Insurance. Agency shall maintain in full force and effect, during the Term, the following types of liability insurance:
1. Commercial General Liability Insurance , including Contr actual Liability Insurance (specifically covering the indemnification provisions of this Agreement), Products -Completed Operations Hazard, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Agency’s performance of the Acquisition. The Commercial General Liability insurance shall contain no exclusions or limitations for Agency Representatives working on the behalf of the named insured. Agency shall maintain the Products -Completed Operations Hazard coverage for the longest period allowed by Applicable Law following termination of this Agreement. The amount of the insurance coverage required by this Agreement shall be the policy limits, which shall be no less than one million dollars ($1,000,000) each occurren ce and two million dollars ($2,000,000) aggregate.
2. Automobile Liability Insurance , against claims of Personal Injury (including bodily injury and death) and Property Damage covering any owned, leased, hired and non -owned vehicles used in the performance o f the Acquisition with insurance coverage equal to the policy limits, which shall be no less than one million dollars ($1,000,000) each occurrence.
3. Professional Liability (Errors and Omissions) Insurance, for liability arising out of or related to the per formance of the Acquisition, with insurance coverage equal to the policy limits, which shall be no less than one million dollars ($1,000,000) each occurrence and two million dollars ($2,000,000) aggregate.
ii. Endorsements. The Commercial General Liability and Automobile Liability Insurance required in this Section 18 shall include an endorsement naming County and County Indemnified Parties as additional insureds for liability arising out of this Agreement and any related o perations. The endorsement shall be provided using one of the following three options: (i) on ISO form CG 20 10 11 85; or (ii) on ISO
form CG 20 37 10 01 plus either ISO form CG 20 10 10 01 or CG 20 33 10 01; or (iii) on other forms which provide coverage at least equal to or better than form CG 20 10 11 85.
iii. Claims-Made Insurance. If any of the insurance coverages required under this Agreement is written on a claims -made basis, Agency, at Agency’s option, shall either (i) maintain the coverage for at least three years following the termination of this Agreement with coverage extending back to the Effective Date; (ii) purchase an extended reporting period of not less than three years following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.
c. Insurance Companies. All insurance shall be issued by a company or companies admitted to do business in California and listed in the current “Best’s Key Rating Guide” publication with a minimum rating of A-; VII. Any exception to these requirements must be approved in writing by the County Risk Manager.
d. Self-Insurance. If Agency is, or becomes during the Term, self -insured or a member of a self-insurance pool, Agency shall provide coverage equivalent to the required insurance coverages and endorsements. County will not accept the coverages unless the County Risk Manager determines, in its sole discretion and by written acceptance, that the coverages proposed to be provided by Agency are equivalent to the required coverages.
e. Primary Insurance ; Waiver of Subrogation. All insurance carried by Agency shall be primary to and not contributing to any insurance or self-insurance maintained by County.
f. Insurance Does Not Replace Indemnification. Maintenance of the insurance coverages in the minimum specified amounts shall not be construed to relieve Agency for any liability, whether within, outside, or in excess of the coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude County from taking other actions as are available to it under this Agreement or under Applicable Law.
g. Failure to Maintain Insurance. Failure by Agency to maintain all insurance in effect at all times required by this Agreement shall be a material breach of this Agreement by Agency.
County, at its sole option, may terminate this Agreement and obtain damages from Agency resulting from the breach. Alternatively, County may purchase the required insurance coverage, and without further notic e to Agency, County shall deduct from sums due to Agency any premiums and associated costs advanced or paid by County for the insurance.
If the balance of monies owed to Agency under this Agreement is insufficient to reimburse County for the premiums and any associated costs, Agency shall reimburse County for the premiums and pay for all costs associated with the purchase of the insurance. Any failure by County to take this alternative action shall not relieve Agency of its obligation to obtain and maintain the insurance coverages required by this Agreement.
h. Cancellation of Insurance. The insurance coverages required to be maintained by Agency shall be maintained until the completion of the Acquisition except as otherwise stated in this Agreement. Each insurance policy supplied by Agency shall not be terminated, suspended, voided, canceled, non -renewed or reduced in coverage or in limits except after 10 days prior written notice to Agency in the case of non -payment of premiums, or 30 days prior written notice in all other cases. This notice requirement does not waive these insurance requirements. Agency shall immediately obtain replacement coverage for any insurance policy that is terminated, suspended, voided, cancele d, reduced in coverage, or whose policy limits have been exhausted or upon insolvency of the insurer that issued the policy.
18. Modifications of Agreement . This Agreement may be modified in writing only, signed by the
Parties in interest at the time of the modification.
19. Negation of Partnership. In the performance of the Acquisition under this Agreement, Agency shall be, and acknowledges that Agency is, in fact and law, the recipient of a n allocation and not an agent or employee of County. Agency has and retains the right to exercise full supervision and control over the manner and method of performing the Acquisition under this Agreement. Agency retains full supervision and control over the employment, direction, compensation and discharge of all persons assisting Agency in the performance of the Acquisition under this Agreement. With respect to Agency’s employees, if any, Agency shall be solely responsible for payment of wages, benefits and other compensation, compliance with all occupational s afety, welfare and civil rights laws, tax withholding and payment of employee taxes, whether federal, state or local, and compliance with any and all other laws regulating employment.
20. Non-Collusion Covenant. Agency represents and agrees that (i) it has in no way entered into any contingent fee arrangement with any firm or person concerning the obtaining of this Agreement with County and (ii) it has received from County no incentive or special payments and no considerations not related to the provision of the Acquisition.
21. Nondiscrimination. Neither Agency, nor any Agency Representative, shall discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or any oth er classification protected by Applicable Law, either directly, indirectly or through contractual or other arrangements.
22. Non-waiver. No term, covenant or condition of this Agreement can be waived except by the prior written consent of County. Forbearance or indulgence by County shall not constitute a waiver of the covenant or condition to be performed by Agency. County shall be entitled to invoke any remedy available to County under this Agreement or by Applicable Law despite the forbearance or indulgence.
23. Notices. All notices under this Agreement shall be provided to Kern County at the address indicated in the opening section of this Agreement and to the Agency and Responsible County Department at the addresses shown below. Delivery shall be by personal delivery or deposit in the U.S. Mail, postage prepaid, registered or certified mail, addressed as specified above. Notices delivered personally shall be deemed received upon receipt; mailed or expressed notices shall be deemed received five days after deposit. A Party may change the address to which notice is to be given by giving notice as provided above. Nothing in this Agreement shall be construed to prevent or render ineffective delivery of notices under this Agreement by leaving the notice with the receptionist or other person of like capacity employed in Agency’s office, or the receptionist for the Kern County General Services Department.
Responsible County Department
Fentanyl Prevention, Education, and Treatment Fund
County Administrative Office
Kern County Administrative Center
1115 Truxtun Avenue, Fifth Floor
Bakersfield, CA 93301
Bakersfield City Police Department
1601 Truxtun Avenue
Bakersfield, CA 93301
24. Ownership of Documents. All reports, documents, and other items generated or gathered in the course of performing the Acquisition are and shall remain the property of County, and shall be returned to County upon full completion of the Acquisition or termination of this Agreement, whichever first occurs.
25. Representations. Agency makes the following representations, which the Parties agree are material to and form a part of the inducement for this Agreement:
a. Expertise and Staff . Agency has the expertise, support staff, and facilities necessary to perform the Acquisition; and
b. No Adverse Interests. Agency does not have any actual or potential interests adverse to County, nor does Agency represent a person or firm with an interest adverse to County relating to the subject of this Agreement; and
c. Timeliness. Agency shall diligently perform the Acquisition in a timely and professional manner in accordance with the terms and conditions of this Agreement.
26. Severability. If any term, covenant or condition in, or provision of, this Agreement is determined by a court to be in conflict with any Applicable Law, or otherwise be unenforceable or ineffectual, the validity of the remaining terms or provisions shall be deemed severable and shall not be affected, provided that the remaining terms or provisions can be construed in substance to constitute the agreement which the Parties intended to enter into on the Effective Date.
27. Signature Authority. Each Party has full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each Party has been properly authorized and empowered to enter into this Agreement.
28. Sole Agreement. This Agreement, including Exhibits, contains the entire agreement of the Parties relating to the Acquisition, rights, and obligations and terms, covenants and conditions contained in this Agreement and assumed by the Parties. No inducements, representations or promises have been made, other than those stated in this Agreement. N o oral promise, modification, change, or inducement shall be effective or given any force or effect.
29. Termination. The County may at its election, without cause, terminate this Agreement by written notice (“Notice of Termination”). The Notice of Termination shall be deemed effective 15 days after personal delivery, or 20 days after mailing by U.S. Mail, postage prepaid, registered or certified mail, addressed as provided in Section 24. In addition, either Party may immediately terminate this Agreement if t he other Party fails to substantially perform in accordance with the terms and conditions of this Agreement through no fault of the Party initiating the termination. In the event this Agreement is terminated by either Agency or the County, Agency shall su bmit to the Responsible County Department all files, memoranda, documents, correspondence and other items generated in the course of performing the Acquisition, within 15 days after the effective date of the Notice of Termination. If either Party terminate s this Agreement as provided in this Section 30, County shall pay Agency for any satisfactory Acquisition rendered by Agency prior to the effective date of Notice of Termination in an amount not to exceed the maximum dollar amount shown in Section 1.
30. Time of Essence. Time is expressly declared to be of the essence of this Agreement and of each provision, and each provision is declared to be a material, necessary and essential part of this Agreement.
31. Waiver of Claims. Agency waives all claims and recourse against County, including the right to retribution for any loss or damage arising from, growing out of, or in any way connected with or incident to this Agreement.
32. No Third Party Beneficiaries . The Parties understand and agree that the enforcement of the terms, covenants and conditions and all rights of action relating to enforcement, shall be strictly reserved to County and Agency. Nothing contained in this Agreement shall give or allow any claim
or right of action by any other third person. It is the express intention of County and Agency that any person or entity, other than County or Agency, receiving services or benefits under this Agreement shall be deemed an incidental beneficiary only.
33. Gender/Plural. References to feminine, masculine or neutral include the other, and references to the singular or plural include the other.
34. Recitals. Each of the recitals is incorporated in this Agreement, is deemed to be the agreement and a reflection of the intent of the Parties, and is relied upon by the Parties in agreeing to the provisions of this Agreement and in interpreting its provisions.
35. Political/Religious Activity . No person performing any Acquisition designated under this Agreement shall participate in any political or religious activity on County time or in any manner involving the use of county property or expenditure of public funds nor conveying the implication of County endorsement or support for a candidate for local, state, or federal of fice. Notwithstanding the foregoing, nothing in this Agreement shall be construed to unlawfully limit an individual’s Constitutional rights. Accordingly, the limitations contained in this section are for the sole purpose of preventing proselytizing and pol iticking while engaged in the performance of the Acquisition under this Agreement.
IN WITNESS TO THE FOREGOING , the parties have executed this Agreement as of the day and year first written above.
“COUNTY” “AGENCY”
COUNTY OF KERN: CITY OF BAKERSFIELD:
_____________________________ ____________________________
PHILLIP PETERS KAREN GOH
Chairman, Board of Supervisors Mayor
BAKERSFIELD POLICE DEPARTMENT
_____________________________
BRENT STRATTON
Police Chief
APPROVED AS TO FORM: APPROVED AS TO FORM:
______________________________ _____________________________ KELLI M. KING ASHLEY ZAMBRANO
Deputy County Counsel Deputy City Attorney
APPROVED AS TO CONTENT: COUNTERSIGNED:
______________________________ _____________________________
NANCY ANDERSON, RANDY MCKEEGAN
County Administrative Officer Finance Director