Beverly Hills City Council
June 21, 2022

AGENDA REPORT
Meeting Date: June 21, 2022
Item Number:

To: Honorable Mayor & City Council
From: Craig Crowder, Fleet & Facilities Manager
Michael Hensley, Deputy Director of Public Works, Operations Subject: AN AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

DANA SAFETY SUPPLY FOR THE UPFITTING OF VARIOUS
TYPES OF PUBLIC SAFETY VEHICLES; AND

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $180,000 FOR FISCAL YEAR 2022/23 TO DANA

SAFETY SUPPLY FOR THESE SERVICES
Attachments: 1. Agreement

2. Kern County Contract #1673

3. Piggy-Back Approval Letter, Dana Safety Supply

RECOMMENDATION
Staff recommends City Council (1) find that the conformance with the bidding procedures in the Municipal Code would be contrary to the best interests of the City, (2) waive the bidding requirements as the City is utilizing the Kern County Pricing Contract #1673, (3) move to approve an agreement between the City of Beverly Hills and Dana Safety Supply for the upfitting of various types of public safety vehicles and (4) approve a purchase order in the not-to-exceed amount of $180,000 for Fiscal Year 2022/23 to Dana Safety Supply for these services. If approved, this Agreement will have a one-year term with four possible one-year extensions and commence on July 1, 2022.

INTRODUCTION
“Upfitting” is industry jargon for installing or equipping vehicles with emergency equipment. In conjunction with vehicle procurement, Fleet Services staff confers with the client departments to determine the types of emergency equipment needed for each new vehicle before it is placed in service. In order to maximize the life expectancy for high-cost items, existing components that can be reused or transferred are removed from surplus vehicles and transferred to replacement vehicles. Components that can no longer be used and vehicle-specific equipment must be purchased and installed. •

BEVERLY
HILLS
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D-7
Meeting Date: June 21, 2022

DISCUSSION
Fleet Services has the need to upfit Police and Public Works vehicles purchased in Fiscal Year 2021/22, as well as Police, Fire and Public Works replacement vehicles to be purchased in Fiscal Year 2022/23. Dana Safety Supply has a nationwide presence, is located in close proximity to the City of Beverly Hills and has worked successfully with a number of public agencies in California, to include most recently Kern County, City of Ventura, City of Huntington Beach, City of Glendale and the City of Whittier. Dana Safety Supply has previously performed upfitting for City vehicles purchased through our heavy-duty vehicle dealer, Los Angeles Freightliner. Dana Safety Supply is familiar with the City’s emergency vehicle specific set-up requirements and the components used in the upfitting of these vehicles. When selecting this vendor, staff took into account the vendor’s level of specialization and experience, two critical factors when awarding this type of contract. The installation of complex systems and components associated with Police and Fire emergency response and the reliability of these systems is of utmost importance. In addition, Dana Safety Supply has been extremely reliable and responsive through prior upfitting installations. The vendor’s many years of experience in emergency vehicle upfitting, its self-contained production facility and close proximity to the City all support the decision to enter into a contract with this vendor for these services.

After careful evaluation of various purchasing options and pricing, staff determined that it is in the best interest of the City to utilize the Kern County Pricing Agreement #1673, (Attachment 2). Staff determined that using the Kern County Pricing Agreement gives the City the best pricing and vendor discount opportunities. Dana Safety Supply intends to extend the same pricing and manufacturers’ discounts that are stipulated in its Kern County contract, which commenced on March 24, 2022, to the City of Beverly Hills with modifications to the vehicle specifications as noted in the Agreement (Attachment 1).

FISCAL IMPACT
Funding for this purchase is included in the Fiscal Year 2022/23 City Council-approved Department budget.

Program # / Description of Fund Source Amount
49008501-850000-08502 / Vehicle Replacement $180,000.00 Shana Epstein,
Director of Public Works
Approved By
Attachment 1
1 B0785-0001\2676039v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
DANA SAFETY SUPPLY, INC. FOR UPFITTING OF VARIOUS

TYPES OF PUBLIC SAFETY VEHICLES
NAME OF CONTRACTOR: Dana Safety Supply, Inc.

RESPONSIBLE PRINCIPAL OF CONTRACTOR: Chris Degioanni, General Manager CONTRACTOR’S ADDRESS: 9035 Independence Avenue
Canoga Park, CA 91304
Attention: Chris Degioanni, General
Manager
CONTRACTOR’S E.I.N/TAX I.D. NO.: 27-1557226
CITY’S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023, unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: Not to exceed $950,000.00
DocuSign Envelope ID: 043D9695-4B26-42CA-80E6-E39788008949 2 B0785-0001\2676039v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
DANA SAFETY SUPPLY, INC. FOR UPFITTING OF VARIOUS

TYPES OF PUBLIC SAFETY VEHICLES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”) and Dana Safety Supply, Inc. (hereinafter called “CONTRACTOR”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

The City Manager or his designee may extend the time of performance in writing for four additional one-year terms or such other term not to exceed four years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
CONTRACTOR shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by CONTRACTOR which are not expressly authorized by this Agreement will not be reimbursed by CITY.

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(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.

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(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Garage Keeper’s Liability Insurance
A policy or policies of Garage Keeper’s Liability Insurance with minimum limits of Three Million Dollars ($3,000,000) combined single limit, per occurance. Such coverage shall be primary and provide coverage for damage to any City vehicle regardless of legal liability of the insured.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

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Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement. CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, DocuSign Envelope ID: 043D9695-4B26-42CA-80E6-E39788008949 6 B0785-0001\2676039v2.doc
age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

DocuSign Envelope ID: 043D9695-4B26-42CA-80E6-E39788008949 7 B0785-0001\2676039v2.doc
EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation

LILI BOSSE
Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: Dana Safety Supply, Inc.
______

DAVID RUSSO
Chief Executive Officer
______

WANDA HOBBS
Chief Operating Officer/Chief Financial Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
____________________________________
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
____________________________________
SHANA E. EPSTEIN
Director of Public Works
____________________________________
MICHAEL V. HENSLEY
Deputy Director of Public Works
______________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 043D9695-4B26-42CA-80E6-E39788008949 8 B0785-0001\2676039v2.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
A. CONTRACTOR shall perform upfitting service on CITY's public-safety and other CITY designated vehicles as more particularly described in Attachment 1 to this Exhibit "A", Kern County Pricing Agreement #1673, attached hereto and incorporated herein.

B. CITY shall notify CONTRACTOR in writing if CITY requires additional upfitting services on as-needed basis. CONTRACTOR shall submit written estimates for such work, and CONTRACTOR shall commence service upon written authorization of CITY’s Fleet & Facilities Manager or his designee.

C. In consideration of efficiency and expedience, CITY authorizes CONTRACTOR to conduct warranty repairs at a location designated by CITY’s Fleet & Facilities Manager, or his designee, in the Fleet Services Center facility.

II. INFECTIOUS DISEASE
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONTRACTOR to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONTRACTOR employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONTRACTOR shall notify CITY immediately in writing if CONTRACTOR or CONTRACTOR employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONTRACTOR employees shall immediately cease performing services under the Agreement.

C. CONTRACTOR shall monitor CONTRACTOR employees’ signs and symptoms with written logs. CONTRACTOR shall maintain a daily recording of the following:

1. Require CONTRACTOR employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONTRACTOR employees have any symptoms of COVID-19, the common cold, or influenza including but not limited to a fever (100°F or higher), cough, trouble breathing, CONTRACTOR shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.

3. CONTRACTOR shall ask employees to identify any close contact they had with others at a CITY facility during the 48 hours prior to symptom onset or positive test, if DocuSign Envelope ID: 043D9695-4B26-42CA-80E6-E39788008949 9 B0785-0001\2676039v2.doc
asymptomatic. Close contact is defined as individuals who are within 6 feet of each other for 15 minutes or more over a 24 hour period. This definition may be modified by the Centers for Disease Control and/or the Los Angeles County Public Health Department.

4. CONTRACTOR shall disinfect all areas that CONTRACTOR’s employees come in contact with while performing services under the Agreement before and after usage.

5. CONTRACTOR employees shall not return to any CITY facility until they meet the quarantine / isolation guidance* of the Los Angeles County Department of Public Health. * CONTRACTOR acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance workplaces.

D. CONTRACTOR shall also maintain daily monitoring and record keeping in connection with CITY projects where CONTRACTOR employees come on site for the following information:

1. Projects are adhering to Social Distancing and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

2. CONTRACTOR employees are not working while sick.

3. CONTRACTOR shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONTRACTOR shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONTRACTOR shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

CONTRACTOR shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
CITY reserves the right to review CONTRACTOR’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONTRACTOR employees home who do not comply with these requirements. CONTRACTOR shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

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ATTACHMENT 1 TO EXHIBIT A
I. GENERAL REQUIREMENTS
a) CITY’s Public Works Department, Fleet Services Division, provides complete patrol cars in a variety of configurations to CITY’s public-safety departments. These configurations vary according to each vehicle’s mission, which includes Detective, Patrol, Field Supervisor (Sergeant), K9, Traffic Enforcement, and various other applications. b) It is of the utmost importance that the vehicles provided to public-safety personnel are upfitted with the highest quality materials possible and highquality workmanship. Ease of use, ergonomics, functionality, reliability and cost are all important considerations in the selection of an upfitter to perform this function. Time is of the essence and CONTRACTOR shall provide completed vehicles to CITY on a schedule approved by both parties in writing.
c) The Scope of Work required to be performed by CONTRACTOR consists of furnishing labor, equipment, materials, and services necessary to completely upfit the projected below-listed vehicles or other designated vehicles into functional public-safety vehicles as specified by CITY. In addition to installing new equipment, CONTRACTOR will be required to remove equipment, as specified by CITY, from existing CITY vehicles and reinstall those pieces of equipment into the corresponding replacement vehicles.

1. New or unused vehicles to be upfitted could include but are not limited to: 2021 or newer Chevrolet Tahoe PPV, Chevrolet Silverado SSV, Ford SUV Interceptor Patrol or K-9, Ford F-150 Police Responder and various other Police Department, Fire Department and Public Works vehicles.
d) Components used for the upfitting shall be new and considered as tacticalgrade quality, except as specified herein. e) The work shall be carried out in accordance with all applicable codes, regulations, and guidelines pertaining to vehicle safety and proper operation of the vehicle including, but not limited to, Federal Motor Vehicle Safety Standard (FMVSS), Federal Consumer Product Safety Commission Regulation, California Code of Regulations Title 13 California Highway Patrol, and OSHA.
f) All work shall be performed in a neat and craftsman-like quality, in accordance with accepted modern practices and industry standards. Care shall be exercised in installing material and equipment not to unnecessarily mar or deface vehicle components. No component of the vehicle shall be cut or removed without obtaining the prior written permission of CITY. All unused materials, scrap and debris shall be removed.
g) CITY staff intends to conduct quality-control inspections during the upfit process, pre-delivery, and final acceptance. Inspection schedules shall be coordinated in advance between CONTRACTOR and CITY staff.

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h) CONTRACTOR shall provide CITY with a professionally-prepared, detailed schematic showing the wiring diagram and location of every component installed.
i) All vehicles for stripping and upfitting will be picked up and delivered to the Fleet Services Center facility located at 9355 W. Third Street, Beverly Hills, CA 90210. CONTRACTOR shall coordinate the upfitting schedule with CITY’s Fleet Supervisor by email at [email protected]. j) Locations of antennae must be approved by CITY before any mounting port is drilled on the vehicle. All external connections, especially those on the roof, must be completely leak proof and long lasting.

Specify the sealing methodology: Bulkhead Connectors Sealed with Silicone.
k) Circuit wires, breakers or fuses, and relays shall be of sufficient size to carry the maximum rated load of the circuit.
l) Wires shall be color coded for easy identification in order to facilitate ease of troubleshooting and repair; if not color coded, each wire shall be identified by print containing both circuit and function, on wire, at minimum 6-inch intervals at and between both ends. All wiring materials and equipment shall be securely fastened in place, and routed or protected in a manner that will prevent chafing or abrasion.
m) Wires and connectors or splices shall be fastened together by either crimp or soldered to maintain positive connectivity. Use of Scotch locks as connectors or in wire splices is not acceptable.
n) Upfitting specifications for each type of vehicle will be determined through consultation between CITY and CONTRACTOR and shall be set forth in writing
o) Inspections of vehicles, if needed, shall be scheduled by appointment only through Craig Crowder (310) 285-2484 or Harry Kalindjian (310) 285-2490.

II. ADDITIONAL VEHICLES AND EQUIPMENT
a) On as-needed basis, CONTRACTOR may be required to upfit other publicsafety vehicles to meet the needs of CITY’s operations. Such upfitting installation shall be performed under the hourly labor rates and material and equipment markup, or markdown, rates set forth in the proposal. The Contract Administrator shall require a written estimate from CONTRACTOR before such work is authorized.
b) On as-needed basis, CONTRACTOR may be requested to supply upfitting parts and or components to meet the needs of CITY’s supply operations.

Such parts and/or components shall be provided according to the material and equipment rates set forth in Exhibit B. CITY’s Contract Administrator shall require a written estimate for requested parts before they are provided to CITY.
c) Due to the dynamic operational requirements of CITY, the number for each type of vehicles designated herein is only planned. Actual quantity will depend on as-needed basis.

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WARRANTY
a) Should any of the upfitted vehicle(s) require any warranty work after delivery, CONTRACTOR must provide on-site warranty repairs, or transport the vehicle(s) back to its shop for repair within a reasonable amount of time.

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EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
I. COMPENSATION/RATES
CITY shall compensate CONTRACTOR for the satisfactory performance of services in an amount not to exceed Nine Hundred Fifty Thousand Dollars ($950,000.00).

CONTRACTOR shall furnish all materials, supplies, equipment or services set forth herin subject to all conditions outlined in the Kern County Pricing Agreement #1673.

CONTRACTOR component pricing shall be discounted at a minimum as per manufacturer percentages indicated below:

Item Manufacturer Description Minimum Percentage
Discount

2.1 Havis, Inc. 30.00 %

2.2 Troy Products 35.00 %

2.3 Sound Off Signal 57.00 %

2.4 Federal Signal 30.00 %

2.5 Setina 30.00 %

2.6 Whelen Engineering 0.00%

2.7 Go Rhino 20.00 %

2.8 Santa Cruz 20.00 %

2.9 Laguna Manufacturing 18.00 %

2.10 Able 2 Products 48.00 %

2.11 Patrol Power 5.00 %

2.12 Gamber Johnson 40.00 %

2.13 Code 3 40.00 %

2.14 Truck Vault 15.00 %

2.15 Streamlight 40.00 %

2.16 Secure Idle 26.00 %
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3.1 Labor – In Shop (per hour): $64.50

3.2 Labor – On Site (per hour): $64.50
CONTRACTOR shall charge the CITY the rate stated in this Exhibit for the upfitting of each vehicle. CONTRACTOR shall obtain written authorization from CITY before making any configuration alteration that could result in cost modification.

II. WARRANTIES
Labor: 12 Months
Parts: Per Manufacturer’s Warranty 12 - 24 Months
Other manufacturer warranties: Cover Under Manufacturer 12 - 60 Months CONTRACTOR shall submit an itemized statement to CITY for its services performed on each public-safety vehicle. The statement shall include documentation setting forth in detail a description of the services rendered, parts installed, and labor hours. Within thirty (30) days of receipt of each statement, CITY shall pay all undisputed amounts included on the statement.

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EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 043D9695-4B26-42CA-80E6-E39788008949 Certificate Of Completion
Envelope Id: 043D96954B2642CA80E6E39788008949 Status: Sent Subject: Please DocuSign: Dana Safety Supply, Inc. - Upfitting Public Safety Vehicles Source Envelope:

Document Pages: 15 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Erin Justus
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Record Tracking
Status: Original
6/14/2022 3:24:04 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
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Signed by link sent to [email protected]
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Chris Degioanni for
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COO
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David Russo
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Deborah R. Hakman for
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Michael V. Hensley
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Shana E. Epstein
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Director of Public Works
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Logan Phillippo
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Senior Management Analyst
City of Beverly Hills
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George Chavez
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Lili Bosse
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Huma Ahmed
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Adrianne Tarazon
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Dorina Mohan
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Jackie Perez
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Attachment 2
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Price Agreement No. 1673

KERN COUNTY

CONTRACTUAL SERVICES AGREEMENT

MASTER TERMS AND CONDITIONS
THIS AGREEMENT is made and entered into effective with the date entered on the Schedule which is attached hereto and incorporated herein by this reference, by and between the COUNTY OF KERN, a political subdivision of the State of California, as represented by the Purchasing Agent ("County"), with its principal location at 1115 Truxtun Avenue, 3rd Floor, Bakersfield, CA 93301, and Dana Safety Supply ("Vendor") identified on the Schedule hereto;

WHEREAS
(a) Government Code section 25502.5 provides that the Board of Supervisors may authorize the County Purchasing Agent to engage independent contractors to perform services for the County when the aggregate cost does not exceed $200,000; and
(b) The County requires those services which are specified in Exhibit A; and (c) The County desires to engage Vendor to provide said services and Vendor, by reason of his/her qualifications, experience, and facilities for doing the type of work herein contemplated, has offered to provide the required services on the terms set forth herein; and (d) Pursuant to County Ordinance Code section 2.38.100 E., the Board of Supervisors has authorized the Purchasing Agent to engage independent contractors to perform contractual services for the County where the aggregate cost does not exceed $200,000; IT IS AGREED between the parties hereto as follows:

1. Services to be Rendered. Vendor shall provide the services described in Exhibit 'A' which is attached to the Schedule and incorporated therein.

2. Compensation to Vendor. County shall compensate Vendor in accordance with the compensation selection(s) annotated on the Schedule. No additional compensation will be paid for secretarial, clerical support staff, overhead or any other costs incurred by Vendor pursuant to providing services to County.

3. Reimbursement Policy and Billing Requirements. All invoices for payment shall be submitted in triplicate in a form approved by the County based upon the payment schedule selected in Exhibit A and shall contain an itemization of all costs and fees broken down monthly (including an itemization of all travel expenses incurred if applicable) and also stated as a cumulative total. Invoices shall be sent for review and processing to the County department(s) identified on the purchase order associated with this Agreement. Vendor shall also provide an informational copy to the Purchasing Agent.

Payment will be made to Vendor within thirty (30) days of receipt and approval of the invoice by the County.

4. Term. This Agreement shall be deemed in force as of the effective date specified on the Schedule and shall terminate on the date therein specified unless sooner terminated as provided for herein.

5. Assignment. Vendor shall not assign, sublet or transfer this Agreement, or any part hereof. Vendor shall not assign any monies due or which become due to Vendor under this Agreement without the prior express and written approval of the Purchasing Agent.

6. Audit. Inspection and Retention of Records. Vendor agrees to maintain and make available to County accurate books and records relative to all its activities under this Agreement. Vendor shall permit County to audit, examine and make excerpts and transcripts from such records, and to conduct audits of all invoices, materials, records of personnel or other data related to all other matters covered by this Agreement. Vendor shall maintain such data and records in an accessible location and condition for a period of not less than three (3) years from the date of final payment 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 conferred upon County herein.

7. Authority to Bind County. It is understood that Vendor, in Vendor'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.

8. Captions and Interpretation. Paragraph 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.

9. Choice of LawNenue. 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.

10. Compliance with Law. Vendor shall observe and comply with all applicable County, state and federal laws, ordinances, rules and regulations now in effect or hereafter enacted, each of which are hereby made a part hereof and incorporated herein by reference.

11. Confidentiality. Vendor shall not, without the written consent of the Purchasing Agent, communicate confidential information, designated in writing or identified in this Agreement as such, to any third party and shall protect such information from inadvertent disclosure to any third party in the same manner that they protect their own confidential information, unless such disclosure is required in response to a validly issued subpoena or other process of law. Upon completion of this Agreement, the provisions of this paragraph shall continue to survive.

12. Conflict of Interest. Vendor has read and is aware of the provisions of Section 1090 et seq. and Section 87100 et seq. of the Government Code relating to conflict of interest of public officers and employees. Vendor agrees that they are unaware of any financial or economic interest of any public officer or employee of the County relating to this Agreement. It is further understood and agreed that if such a financial interest does exist at the inception of this Agreement, the County may immediately terminate this Agreement by giving written notice thereof. Vendor shall comply with the requirements of Government Code section 87100 et seq. during the term of this Agreement.

13. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14. Enforcement of Remedies. No right or remedy herein conferred on or reserved to County is exclusive of any other right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing by law or in equity or by statute or otherwise, and may be enforced concurrently or from time to time.

15. Indemnification. Vendor agrees to indemnify, defend and hold harmless County and County's agents, board members, elected and appointed officials and officers, employees, volunteers and authorized representatives from any and all losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgments, costs, and expenses (including, but not limited to, reasonable attorneys' fees of County Counsel and counsel retained by County, expert fees, costs of staff time, and investigation costs) of whatever kind or nature, which arise out of or are in any way connected with any act or omission of Vendor or Vendor's officers, agents, employees, independent contractors, sub-contractors of any tier, 2 or authorized representatives. Without limiting the generality of the foregoing, the same shall include bodily and personal injury or death to any person or persons; damage to any property, regardless of where located, including the property of County; and any workers' compensation claim or suit arising from or connected with any services performed pursuant to this Agreement on behalf of Vendor by any person or entity.

16. Insurance. Contractor, in order to protect County and its board members, officials, agents, officers, and employees against all claims and liability for death, injury, loss and damage as a result of Contractor's actions in connection with the performance of Contractor's obligations, as required in this Agreement, shall secure and maintain insurance as described below. Contractor shall not perform any work under this Agreement until Contractor has obtained all insurance required under this section and the required certificates of insurance and all required endorsements have been filed with the County's authorized insurance representative, Insurance Tracking Services Inc. (ITS). Receipt of evidence of insurance that does not comply with all applicable insurance requirements shall not constitute a waiver of the insurance requirements set forth herein. The required documents must be signed by the authorized representative of the insurance company shown on the certificate. Upon request, Contractor shall supply proof that such person is an authorized representative thereof, and is authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon. The Contractor shall promptly deliver to ITS a certificate of insurance, and all required endorsements, with respect to each renewal policy, as necessary to demonstrate the maintenance of the required insurance coverage for the term specified herein. Such certificates and endorsements shall be delivered to ITS prior to the expiration date of any policy and bear a notation evidencing payment of the premium thereof if so requested. Contractor shall immediately pay any deductibles and self-insured retentions under all required insurance policies upon the submission of any claim by Contractor or County as an additional insured.

A. Workers' Compensation and Employers Liability Insurance Requirement B In the event Contractor has employees who may perform any services pursuant to this Agreement, Contractor shall submit written proof that Contractor is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code.

Contractor shall require any sub-contractors to provide workers' compensation for all of the subcontractors' employees, unless the sub-contractors' employees are covered by the insurance afforded by Contractor. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Contractor shall provide and/or require each subcontractor to provide adequate insurance for the coverage of employees not otherwise covered.

Contractor shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease.

B. Liability Insurance Requirements:
(1) Contractor shall maintain in full force and effect, at all times during the term of this Agreement, the following insurance:
(a) Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the County), Products-Completed Operations Hazard, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Contractor-s performance of work under this Agreement.

The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Contractor shall maintain the ProductsCompleted Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be at least one million dollars ($1,000,000) each occurrence and two million dollars ($2,000,000) aggregate.
3 (b) Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least one million dollars ($1,000,000) each occurrence.
(c) Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, the performance of all required services under this Agreement, with coverage equal to the policy limits, which shall not be less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate. (2) The Commercial General Liability and Automobile liability Insurance required in this sub-paragraph b. shall include an endorsement naming the County and County's board members, officials, officers, agents and employees as additional insureds for liability arising out of this Agreement and any operations related thereto. Said 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 such other forms which provide coverage at least equal to or better than form CG 20 10 11 85.
(3) Any self-insured retentions in excess of $100,000 must be declared on the Certificate of Insurance or other documentation provided to County and must be approved by the County Risk Manager.
(4) If any of the insurance coverages required under this Agreement is written on a claims-made basis, Contractor, at Contractor's option, shall either (i) maintain said coverage for at least three (3) years following the termination of this Agreement with coverage extending back to the effective date of this Agreement; (ii) purchase an extended reporting period of not less than three (3) years following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.

C. Cancellation of Insurance -- The above stated insurance coverages required to be maintained by Contractor shall be maintained until the completion of all of Contractor's obligations under this Agreement except as otherwise indicated herein. Each insurance policy supplied by the Contractor shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Contractor in the case of non-payment of premiums, or thirty (30) days written notice in all other cases. This notice requirement does not waive the insurance requirements stated herein.

Contractor shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits have been exhausted or upon insolvency of the insurer that issued the policy.

D. 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 by the County Risk Manager.

E. If Contractor is, or becomes during the term of this Agreement, self-insured or a member of a self-insurance pool, Contractor shall provide coverage equivalent to the insurance coverages and endorsements required above. The County will not accept such coverage unless the County determines, in its sole discretion and by written acceptance, that the coverage proposed to be provided by Contractor is equivalent to the above-required coverages.

F. All insurance afforded by Contractor pursuant to this Agreement shall be primary to and not contributing to all insurance or self-insurance maintained by the County. An endorsement shall be provided on all policies, except professional liability/errors and omissions, which shall waive any right of recovery (waiver of subrogation) against the County.

G. Insurance coverages in the minimum amounts set forth herein shall not be construed to relieve Contractor for any liability, whether within, outside, or in excess of such coverage, and regardless 4 of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the County from taking such other actions as are available to it under any other provision of this Agreement or otherwise in law.

H. Failure by Contractor to maintain all such insurance in effect at all times required by this Agreement shall be a material breach of this Agreement by Contractor. County, at its sole option, may terminate this Agreement and obtain damages from Contractor resulting from said breach. Alternatively, County may purchase such required insurance coverage, and without further notice to Contractor, County shall deduct from sums due to Contractor any premiums and associated costs advanced or paid by County for such insurance. If the balance of monies obligated to Contractor pursuant to this Agreement are insufficient to reimburse County for the premiums and any associated costs, Contractor agrees to reimburse County for the premiums and pay for all costs associated with the purchase of said insurance.

Any failure by County to take this alternative action shall not relieve Contractor of its obligation to obtain and maintain the insurance coverages required by this Agreement.

17. Modifications of Agreement. This Agreement may be modified in writing only, signed by the parties in interest at the time of the modification.

18. Negation of Partnership. In the performance of all services under this Agreement, Vendor shall be, and acknowledges that Vendor is, in fact and law, an independent contractor and not an agent or employee of County. Vendor has and retains the right to exercise full supervision and control of the manner and methods of providing services to County under this Agreement. Vendor retains full supervision and control over the employment, direction, compensation and discharge of all persons assisting Vendor in the provision of services under this Agreement. With respect to Vendor's employees, if any, Vendor shall be solely responsible for payment of wages, benefits and other compensation, compliance with all occupational safety, 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.

19. Non-Collusion Covenant. Vendor represents and agrees that it has in no way entered into any contingent fee arrangement with any firm or person concerning the obtaining of this Agreement with County. Vendor has received from County no incentive or special payments, nor considerations not related to the provision of services under this Agreement.

20. Nondiscrimination. Neither Vendor, nor any officer, agent, employee, servant or subcontractor of Vendor 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 other classification protected by law, either directly, indirectly or through contractual or other arrangements.

21. Nonwaiver. No covenant or condition of this Agreement can be waived except by the written consent of County. Forbearance or indulgence by County in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by Vendor. County shall be entitled to invoke any remedy available to County under this Agreement or by law or in equity despite said forbearance or indulgence.

22. Notices. All notices required or provided for in this Agreement shall be provided to Kern County Purchasing Agent at the address indicated in the opening paragraph of this Agreement, the Vendor at the address indicated in the Schedule, and the County department(s) at the address indicated in the associated purchase order. Delivery shall be by personal delivery or deposit in the U.S. Mail, postage prepaid, registered or certified mail, addressed as specified herein above. Notices delivered personally shall be deemed received upon receipt; mailed or expressed notices shall be deemed received five (5) 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 required or permitted under this Agreement by leaving such notice with the receptionist or other person of 5 like capacity employed in Vendor's office, or the receptionist for the Kern County General Services Department.

23. Ownership of Documents. All reports, documents and other items generated or gathered in the course of providing services to the County under this Agreement are and shall remain the property of the County, and shall be returned to County upon full completion of all services by Vendor or termination of this Agreement, whichever first occurs.

24. Representations. Vendor makes the following representations which are agreed to be material to and form a part of the inducement for this Agreement:
a. Vendor has the expertise, support staff and facilities necessary to provide the services described in this Agreement; and
b. Vendor does not have any actual or potential interests adverse to County nor does Vendor represent a person or firm with an interest adverse to County with reference to the subject of this Agreement; and
c. Vendor shall diligently provide all required services in a timely and professional manner in accordance with the terms and conditions stated in this Agreement.

25. Severability. Should any part, term, portion or provision of this Agreement be decided finally to be in conflict with any law of the United States or the State of California, or otherwise be unenforceable or ineffectual, the validity of the remaining parts, terms, portions, or provisions shall be deemed severable and shall not be affected thereby, provided such remaining portions or provisions can be construed in substance to constitute the agreement which the parties intended to enter into in the first instance.

26. 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.

27. Sole Agreement. This document, including the attachments hereto, contains the entire agreement of the parties relating to the services, rights, obligations and covenants contained herein and assumed by the parties respectively. No inducements, representations or promises have been made, other than those recited in this Agreement. No oral promise, modification, change or inducement shall be effective or given any force or effect.

28. Termination. The Purchasing Agent may at his election, without cause, terminate this Agreement by written notice. A Notice of Termination will be deemed effective fifteen (15) days after personal delivery, or twenty (20) days after mailing by regular U.S. Mail, postage prepaid. In addition, either party may immediately terminate this Agreement should the other party fail 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 Vendor or the Purchasing Agent, Vendor shall submit to the County all files, memoranda, documents, correspondence and other items generated in the course of performing this Agreement, within fifteen (15) days after the effective date of any written Notice of Termination. Should either party terminate this Agreement as provided herein, County shall pay Vendor for all satisfactory services rendered by Vendor prior to the effective date of termination in an amount not to exceed the maximum dollar amount indicated in the Schedule.

29. Time of Essence. Time is hereby expressly declared to be of the essence of this Agreement and of each and every provision hereof, and each such provision is hereby made and declared to be a material, necessary and essential part of this Agreement.

30. Compliance with IRCA. Vendor acknowledges that Vendor, and all subcontractors hired by Vendor to perform services under this Agreement, are aware of and understand the Immigration Reform and Control Act ("IRCA"). Vendor is and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by Vendor to perform services under this Agreement are in compliance with the IRCA. In addition, Vendor agrees to indemnify, defend and hold harmless the County, its agents, officers and employees, from any liability, damages or causes of action arising out of or relating to any claims that Vendor's employees, 6 or the employees of any subcontractor hired by Vendor, are not authorized to work in the United States for Vendor or its subcontractor and/or any other claims based upon alleged IRCA violations committed by Vendor or Vendor's subcontractor(s).

31. No Third Party Beneficiaries. It is expressly understood and agreed that the enforcement of this Agreement and all rights of action relating to such enforcement, shall be strictly reserved to County and Vendor. Nothing contained in this Agreement shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of County and Vendor that any such person or entity, other than County or Vendor, receiving services or benefits under this Agreement shall be deemed an incidental beneficiary only.

32. Corporate Qualifications. Consistent with CA Corporations Code sec. 2105 and as a material term of this Agreement Contractor within five (5) business of execution of this Agreement shall provide to County a copy of the Certificate of Qualification issued by the California Secretary of State indicating that Contractor is currently qualified to do business in the state of California. "Doing business" is defined in CA Revenue and Taxation Code sec. 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Any corporation, both domestic and foreign (those incorporated outside of California) must be in good standing in order to be qualified to do business in the County of Kern, State of California.

Failure to provide County with a current Certificate of Qualification may serve as a basis for termination of this Agreement.

33. Suspension and Debarment
a. This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, Contractor is required to verify that none of Contractor, its principals (defined as 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
b. Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. c. This certification is a material representation of fact relied upon by County. If it is later determined that Contractor did not comply with 2 C.F.R. pt 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to County, the Federal Government may pursue additional remedies, including but not limited to suspension and/or debarment.

34. Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352
a. Contractor may not use the funds received from this Agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.
b. Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award.

Such disclosures are forwarded from tier to tier up to the recipient.

35. Use of Recovered/Recycled Materials
a. In the performance of this Agreement, Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquiredi. Competitively within a timeframe providing for compliance with the Agreement performance schedule;
ii. Meeting Agreement performance requirements; or
iii. At a reasonable price.
b. Information about this requirement, along with a list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement - guideline-cpg-program.

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KERN COUNTY

CONTRACTUAL SERVICES AGREEMENT
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Format A
SCHEDULE TO MASTER TERMS AND CONDITIONS: Price Agreement No. 1673 THIS SCHEDULE shall be effective on: March 24, 2021 and shall terminate no later than April 30, 2024, and is entered into between the County of Kem, as represented by the Purchasing Agent, located at: 1115 Truxtun Avenue, 3rd Floor, Bakersfield CA 93301 and Dana Safety Supply ('Vendor''), located at: 9035 Independence Ave, Canoga Park, CA 91304.

Vendor is (select one): _ Sole Proprietorship
XX Incorporated in the State of North Carolina
_ Other (specify)
Vendor shall provide those services described in Exhibit A, which is attached hereto and incorporated herein by this reference.

XX Price Agreement No. 1673 __ General Terms and Conditions are attached hereto as Exhibit B and incorporated herein by this reference.

County shall compensate Vendor for all services to be provided hereunder, including any reimbursement of travel expenses and other costs incurred by Vendor under this Agreement, in an aggregate sum not to exceed$ , which includes (select one): _ a fixed fee of$ ___.
_a not to exceed fee of$ at the hourly rate of$ _
XX other (specify): In accordance with Price Agreement No. 1673, (select one of the following two)
XX County shall not reimburse Vendor for any costs or travel expenses incurred by Vendor hereunder.

County shall reimburse Consultant for all necessary and reasonable actual expenses incurred on behalf of County in an amount not to exceed $ . If the reimbursable expenses include travel, the travel expenses must be reasonable and necessary, approved in advance in writing by the Responsible County Department, and shall not exceed the following County per diems: lodging, $212.00 per night including taxes; breakfast, $11.00; lunch, $15.00; dinner, $25.00; economy rental car and mileage, if by private automobile, at $.56 per mile; if by common carrier, at actual fare charged for economy or coach class.

Vendor shall be required to have the following Insurance coverages, as described in the Master Terms and Conditions, in the minimum amounts indicated: (select all that apply)
� Commercial General Liability ($1,000,000/0ccurrence & $2,000,000/Aggregate) or other amounts & XX Garage Liability Insurance ($3,000,000/0ccurrence & $3,000,000/Aggregate or other amounts & _ s_Garage Keepers Legal Liability (shall carry limits that covers the replacement cost of the aircraft or helicopter) XX Automobile Liability ($1,000,000/0ccurrence) or other amounts--------· Should any conflicts arise between this Schedule and the Master Terms and Conditions attached hereto and incorporated herein by this reference, the Master Terms and Conditions shall control.

IN WITNESS WHEREOF, each party has signed this Schedule upon the date indicated, and agrees, for itself, its employees, officers, partners and successors, to be fully bound by all terms and conditions of this Agreement.

By
COUNTY OF�
�
"County"

DANA SAFETY SUPPLY
"Vendor"
Date: --�-- �_</-_ _:2-£> __ 2-_/_
csa Exhibit A.DOC, rev
8 Date: _...;._ 3_"-_;J.._......�_-_J..__o J.. ....... / __

EXHIBIT A

SERVICES
Vendor shall provide the Services indicated below for the County department(s) identified in the purchase order associated with this Agreement based on the following:

1. Full description of Services:

Provide, equip, and install emergency equipment on County vehicles for Probation and Sheriff departments.

See attached exhibits for general and technical specifications along with schedules for pricing and description of install requirements.

2. Location where Services will take place:

Dana Safety Supply
90351ndependenceAvenue
Canoga Park, CA 91304
9 EXHIBIT B
PRICE AGREEMENT NO 1673
General Terms and Conditions

1. PRICING
All prices shall be in accordance with the Schedules to which this Exhibit B is attached, for the initial term of the Agreement.

2. SCOPE OF WORK
Scope of Work shall be in accordance with Exhibit A, which is attached to the Schedule.

3. ADDITIONAL SERVICES
The County reserves the right to negotiate with the Vendor to add additional services under this Agreement as deemed necessary. Such additions shall be made by written amendment signed by both parties.

4. INVOICING
A. Itemized duplicate invoices shall be submitted to the identified County department(s) in accordance with invoicing instructions included in each purchase order referencing this Agreement.

B. The applicable purchase order number must appear on all shipping documents and invoices.

C. Invoice terms shall be 2% 10, Net 30.

5. MINIMUM ORDERS
A. The minimum order unit per item shall be none, and the total minimum order shall be none.

B. No guarantee is made that any minimum amount will be purchased.

6. AUTHORIZATION TO PERFORM
This Agreement is not an authorization to provide services. Performance in accordance with this Agreement shall be authorized only by written purchase order referencing this Agreement.

7. EXTENSION
This Agreement may be extended for additional time periods as agreed by the Vendor and the County and confirmed by written amendment signed by both parties.

8. CONFLICTING TERMS
In the event any terms or conditions in this Exhibit B, General Terms and Conditions, conflict with or are otherwise inconsistent with any of the terms or conditions in Master Terms and Conditions, the terms and conditions of this Exhibit B shall control.
10 ATTACHMENT SUMMARY
The exhibits and schedules attachments contain the scope of work, equipment price list, and additional equipment for different vehicle configurations identified.

EXHIBITS
Exhibit A-1
Exhibit A-2
Exhibit A-3
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Exhibit K
Exhibit L
Exhibit M
Technical Specifications
General Specifications
Vehicle Delivery Form
Spare Parts
Graphics
Lighting Operation
Emergency Lighting Configuration (All Vehicles)
SoundOff nForce Exterior Lightbar Configuration (All Vehicles) SoundOff nForce Windshield Lightbar Configuration (Det or Admin) SoundOff nForce Traffic Controller Configuration (All Vehicles) Console Configuration (All Vehicles)
Cargo Protection/Secure Storage (All Vehicles)
Additional Build Notes
Partition (WRP Van)

SCHEDULES - SHERIFF
Description
Schedule A
Schedule B
Schedule C
Schedule D
Schedule E
Schedule F
Schedule G
Schedule H
Schedule I
- Ford Utility PPV Patrol
- Ford Detective Utility w/MDC
- Ford Utility PPV Lieutenant
- Ford Utility PPV w/ 65U Int Upgrade Admin
- Ford Utility PPV Patrol K-9
- Ford Transit Inmate Transport Van
- Pickup PPV Patrol
- Chevy Tahoe PPV I SSV Patrol
- Chevy Tahoe PPV I PPV Patrol K-9
Lump Sum Pricing
$ 16,444.20
$ 11,224.80
$ 15,169.37
$ 9,255.30
$ 19,147.69
$ 23,467.84
$ 17,903.45
$ 19,538.94
$ 22,703.72

SCHEDULES - PROBATION
Description
Schedule P1 - Chevy Tahoe Patrol
Schedule P2 - Ford Utility PPV Patrol
11 Lump Sum Pricing
$ 12,922.05
$ 9,770.45
Exhibit A-1
Technical Specifications

1. Any required cutting to any part of the vehicle must be pre-approved. Cuts will be straight, neat and the smallest size necessary for installation of component. All burrs will be trimmed or filed smooth.

2. Installation of all components will be made in accordance with the manufacturer's instructions asa minimum standard.

3. All penetrations into the vehicle interior will require silicone sealantforweatherproofing, even around self-sealing grommets.

4. All wires passing through a metal bulkhead, firewall or metal surface must be protected with use of rubber or plastic wire grommets.

5. Vendor shall furnish a completely operational system whether or not all items necessary to make the system operational are specified. This includes but is not limited to the following: cables, wiring, switches, controllers, amplifiers, fuses, junction blocks, connectors, hardware, grommets, brackets, etc.

6. Installation shall be made in a clean and professional manner. All vehicles MUST be built to the same standard with no deviations in wiring, harness routing, component location, operation, fuse assignments oranyothervariations.

7. All mounting hardware and fasteners protruding into the vehicles interior and trunk space must be capped, covered or finished off to prevent any direct contact with the operator or passengers. No dangerous, hazardous or uncomfortable edges, exposed screw ends, cut or rough surfaces may be left unfinished.

8. Location and mounting of wiring, equipment or components must not block, interfere, impede, or conflict with the safe operation of any standard vehicle controls or safety devices. Kern County isto approve final mounting location of all equipment and components.

9. Devices intended to be operated by the driver of the vehicle must be located within reach while the driver is seated in the normal seated position secured by the seat belt. Said components shall be mounted in a location that offers minimal distraction to the operator.

10. Electrical system must be designed to meet SAE standard J1292 (Automobile, Truck, Truck-Tractor, Trailer, and Motor Coach Wiring) asa minimum standard. Knowledge of this standard must be proven at pre-construction meeting.

11. Electrical system mustwithstand the rigors of police heavy-duty service.

12. All wiring must be part of a wiring harness designed for the equipment installed and must be the same on each vehicle.

13. The wire harness must be routed within the vehicle in locations that allow the factory interior panels to be re-installed without interference. No cables may be routed on the floor boards or under the floor mat of the vehicle. No wiring shall be routed through an area which would cause constant flexing of the wiring (Door Jams, Trunk Lids, Lift Gates Etc.) without provisions to prevent internal failure of the wiring.

14. All wiring/cabling used for the purpose of two-way radio communication (UHFNHF/CELLULAR) shall not be routed through any area in the vehicle which could potentially cause the wiring/cabling to kink or fail due to repeated flexing. No Exceptions.

15. All wiring must be covered in a conduit appropriate to the application. All under hood wiring harness must be fully protected with a corrugated split loom and 100% taped for superior protection. All interior mounted components and console harness breakouts shall be protected in Tech-Flex poly braided sleeving for flexibility and cleanliness of installation.

16. All wire shall be color coded, with no repeats in the color on the same gauges of wire. All wiring of the same color must be differentiated by a continuous trace of a different color.

17. All wires shall be clearly labeled at a minimum of every 6" as to identify the purpose of said wire.

18. All wire shall be of GXL (automotive cross-linked polyethylene) and must meetthe following minimum requirements: Heat resistant to 257° Fin accordance with SAE J1128, meet or exceed Ford standards M1L-85A, meet or exceed Chrysler MS-5919 and abrasion resistant rating to meet or exceed MIL T-5438.

19. All connections will be crimped and/or soldered and covered with heat shrink. No electrical tape shall be used for any connection. 12 20.AII crimp connections will be of heavy-duty nylon variety. Standard duty vinyl connectors are not acceptable.

21. All wires will be rated at 120% of the maximum intended load.

22. All grounds shall be connected to only factory ground locations.Grounds that are screwed to random locations of the body are not permitted.

23. All wire runs shall be "home runs" and have NO splices or connections other than atthe end termination connector. No exceptions.

24. All fuses must be located in a central fuse panel of modular design. The fuse panel must provide individual fuse positions for each component installed on the vehicle. The fuse panel must have a labeled cover that identifies each fuse position, the component and the fuse value.

25. All fuses from 3 amps to 30 amps will be automotive ATO I A TC blade fuses that illuminate when the fuse blows to assist in quick fuse replacement.

26. All fuses from 40 amps to 50 amps shall be a Maxi blade fuse.

27. The fuse panel shall be controlled by a time controlled high amperage DC relay that will distribute timed power to specific fuse positions within the fuse panel. The timer shall be set to turn off 2 hours after the ignition is turned off unless otherwise specified by the Sheriffs Fleet Asset Manager.

28. All emergency response and communication equipment must connect directly to the battery with a single 4awg battery cable. The main DC connection will be protected with a Blue Sea Systems 185 series 150 amp resettable circuit breaker mounted within 18" of battery cable from the battery.

30. The electrical wire harness shall have provisions for a "black-out" feature to defeat the brake and reverse lights. The blackout feature will be activated byaconsole mounted momentary switch.

31. Furnish and install the complete wire harness and power management system designed specifically for use of the Kern County Sheriffs Office equipment specifications and manufactured by Patrol Power. This harness specification will keep consistency within the fleet and exceptions will not be allowed.

32. All Wiring Diagrams and build specifications for each vehicle build type shall be provided to the Kern County Sheriffs Office in Microsoft Excel, Microsoft PowerPointor Adobe PDF electronic format at the completion of the build. No exceptions to this provision will be allowed.
13 Exhibit A-2
General Specifications

1. Shipping I Receiving: Vendor shall be an authorized Ford and Chevrolet Drop Ship Center with the ability to receive vehicles directly from the vehicle manufacturers. The Installer Company is responsible for all shipping costs to ship completed vehicles to Kern County.

Ford: 88WTV5
Chevrolet: 816458
Deliveries will be made to the following two County locations:

Kern County Sheriff's Office Fleet Manager
1350 Norris Road Bakersfield, CA 93308
Kern County Probation Department Fleet Manager
1819 Jessie Street, Bakersfield, CA 93305
When the vehicle transporter's load( s) are filled to capacity, 7-8 vehicles, the vendor shall ship those vehicles without waiting for additional vehicles to be completed.Vendor shall contact the Fleet Manager to ensure his/her availability to receive and inspect the completed vehicles. Vehicle deliveries will generally need to be scheduled Monday-Friday 8am-3pm (Excluding Holidays).

Note: Up to 5 Prisoner Transport Van is considered filled to capacity- reference number 10 below.

2. Storage:

The Vendor shall have a lighted, security fenced, 24 hour monitored vehicle storage area. All vehicles shall be stored at the build location or at a nearby location that has security measures in place. There shall also be the aforementioned security in place for all vehicles drop shipped to the vendor's location or the vendor agent's location. Our vehicles must be located in a secure facility with cameras and security devices/guards etc. No additional costs shall be charged to Kern County by the vendor or the vendor's agent to provide storage of vehicles once they have been drop shipped and received by the vendor.

3. Insurance:

The vendor shall have the required insurance in the coverages and amounts stated by the County of Kern for fill vehicles on their property and in their care.

4. Pre-Build Meeting:

Prior to the beginning of the vehicle build, the vendor shall contact the Fleet Manager to discuss the details of the vehicle build(s).

5. Pre-Build Inspections:

The vendor shall complete one of each vehicle build type for use as a "Template" for the remainder of that particular production run. This "Template" vehicle shall be made available atthe vendor's facility for inspection by the Fleet Manager. If a new vehicle platform is introduce or major modifications are made to a schedule, a new pre-build inspections shall be completed.

Kern County recognizes these inspections cannot be done all at once and this provision is not meant to interfere with the vendor's build schedule.

Once the Fleet Manager has inspected and approved the completed "Template" vehicle, the vendor will proceed with the production of the remainder of the vehicles under that build type.

Once a build schedule has been established, the vendor shall email the Fleet Manager within two (2) working days to provide the tentative Pre-Build Inspection date and time, allowing the Fleet Manager time for travel arrangements.

6. Delivery Inspections:

The Fleet Manager shall receive and inspect each completed car prior to the transporter leaving the County Facility or Dealership, so if a problem arises the transporter can return the vehicle to the vendor for correction( s ). Transportation costs for corrections sh al I be borne by the vendor. The vendor shall be available for telephone consultation at the point of inspection to work out minor problems to attempt to avoid return transportations. Minor corrections may be made locally or at the vendor's facility. The vendor may also send a qualified employee to make needed corrections. Once a mutual agreement has been made between the vendor and the Fleet Manager, the detail of the agreement shall be sentto the Fleet Manager via email. 14 7. Performance Standard:

The vendor shall build I complete I deliver all vehicles by the agreed upon end date without sacrificing quality. Delivery shall be made in accordance with the contract delivery schedule of 'stated' calendar days (calculated using the proposed production schedule) after receipt of a purchase order unless otherwise indicated in the purchase order. Whenever possible, Fleet Manager will provide vendor with a 2-week delivery notification provided by dealer.

Final acceptance will be made upon delivery of acceptable products complying with the specifications atthe location(s) described in the purchase order unless otherwise indicated in the purchase order.

Failure to provide the completed vehicles within the stated time schedule shall be cause for assessment and payment of damages to Kern County in the amount of $100.00 peryehjde for each calendar day in excess of the agreed upon delivery time frame.

Damages, if incurred, may be applied by Kern County to lower the price of the vehicle build(s).

The date of delivery may be changed by the parties in writing. However, a 30-day notification must be provided by the party requesting the change.
a. Start Date:

The County of Kern and the awarded vendor will agree upon the "start date" prior to the delivery of any vehicles to the installer.

Once the "start date" has been agreed upon by both parties, the vendor will provide the County with confirmation in writing via email. The "start date" will mark the beginning of the build schedule. For new vehicle orders, the County shall issue a purchase order atthe time of any new vehicle orders to the vendor in order to allow time to place parts/equipment orders. b. Set Up Time:

Prior to each build-out there shall be an allowance of time (3-4weeks) for the production run of vehicles for set up (ordering of parts, set up for the Kern County build}. These weeks shall be added to the total time agreed between the County of Kern and the vendor for each production run of vehicles. Each production run of vehicle shall be ordered against a Kern County purchase order. The vendor shall provide a production schedule to the County of Kern for each run of vehicles listed on a purchase order via an email to the Fleet Manager, no exceptions. Email notification must be made in a timely manner. c. End Date:

The awarded vendor shall indicate an 'end date' by which all vehicles will be completed and delivered back to Kern County.

This is the agreed upon delivery schedule. This notification shall be made to the Fleet Manager via email, no exceptions. d. Sequence of Builds:

The County of Kern will issue Purchase Order(s} against the price agreement which shall describe in detail the sequence of builds; and the agreed upon "start date" as more fully described in the proposed production timeline schedule submitted to the County. Priority will be made to patrol builds; however, if vehicle of other build schedules are received first and the production timeline can be revised to ensure no vehicle is sitting in the secured lot for long periods of time. e. Vehicle Inspection Checklist:

A pre-vehicle inspection checklist (see exhibit sample attached) shall be completed by awarded vendor upon receipt of vehicle.

Inspection checklist shall be completed prior to moving vehicle to awarded vendors secured lot and upon delivery from the manufacturer. A post-vehicle inspection checklist (see exhibit sample attached) shall be completed by awarded vendor upon completion of vehicle build out.
f. Prisoner Transport Vans:

When the vendor receives a purchase order for more than five (5) Prisoner Transportation Van builds, the vendor shall deliver a minimum of five (5) completed prisoner transportation vans to the Kern County Sheriffs Office within six (6) weeks after receipt of delivery of the van. Vendor shall also provide proof that they have the staffing to provide this service and still meet delivery commitments.
15 8. Response Time:

The vendor shall respond to inquiry made by the County of Kern within 2 working days via a phone call or email. If the vendor's response is by phone, it must be followed with an email to the Fleet Manager or Authorized Department contact within 1 working day summarizing the details.

The vendor shall immediately notify the Fleet Manager via email upon receipt of vehicles from the vehicle manufacturer. This notification shall include the pre-inspection checklist, the full VIN number for each vehicle, and date of when the vehicle was delivered.

Contact: Chris Degioanni, Phone: (747) 230-2867, Email: [email protected] Contact: Mark Lavallee, Phone: (747) 228-7398, Email: [email protected]

9. Warranty Repairs:

The vendor shall respond to Kern County to make warranty repairs within five (5) working days of the initial request by the Sheriffs Fleet Manager( s). The Sheriffs Fleet Manager will coo rd in ate with the vendor for a repair location.

Workmanship Warranty: Five (5)years Parts Warranty: Five (5)years

10. Minimum Build Qualifications:

Five (5) years build out experience for law enforcement agency vehicles.

11. Stocking Parts:

Parts with long lead times shall be stocked for the period July 1 stthrough June 30th of each fiscal year. The County of Kern requests that long lead time items which may include light bars will be identified by the awarded vendor and stocked. The awarded vendor shall purchase all items in specification in a timely manner to meetthe build schedule.

12. Spare Parts:

Spare parts shall be stocked for use by the County of Kern. The County shall not pay for spare parts until used. The vendor shall provide annual pricing for spare parts. The County of Kern and the vendor shall agree on quantities to be stocked. No guarantee is made by the County of Kern that any minimum amount of parts will be purchased annually. The vendor shall provide a Parts catalog for each vendor used to upfit the County's units with a % off List price - this will be used for replacement parts. Percentages off list must be firm and fixed for 12 months after award. The County of Kern prefers vendors that are an authorized stocking Master Distributor of the parts listed within this agreement. Reference the attached Exhibit C-Spare Parts attached.

13. Quality of Work:

The vendor shall conform to the following standards during the build process to ensure the end product is viable and safe for the operator and occupants.
• All cuts and or edges will be straight, neat and the smallest size necessary for installation of component. All burrs will be trimmed orfiled smooth.
• All wires passing through a metal bulkhead, firewall or metal surface must be protected with use of rubber or plastic wire grommets.
• All Installations shall be made in a clean and professional manner. All vehicles MUST be built to the same standard with no deviations in wiring, harness routing, component location, operation, fuse assignments oranyothervariations. • All mounting hardware and fasteners protruding into the vehicles interior and trunk space must be capped, covered or finished off to prevent any dire ct contact with the operator or passengers. No dangerous, hazardous or uncomfortable edges, exposed screw ends, cut or rough surfaces may be left unfinished.

No component shall be installed in such a manner to interfere with the safe operation of the vehicle.

The wire harness must be routed within the vehicle in locations that allow the factory interior panels to be re-installed without interference. No cables may be routed on the floor boards or under the floor mat of the vehicle. No wiring shall be routed through an area which would cause constant flexing of the wiring (i.e. Door Jams, Trunk Lids, Lift Gates, etc.) without provisions to prevent internal failure of the wiring.
• All installed components must be securely fastened to the vehicle in such a manner to resist severe vibrations.

Vendor shall complete a post inspection sheet to ensure all items installed are working properly to ensure there are no delays in vehicle assignment once the vehicle is delivered to County. 16 14. Used Parts:

The County Fleet Management Unit (FMU) will at times, install used or refurbished radios in new or retrofitted vehicles. The successful vendor shall be notified of the equipment type and quantities prior to the build. The vendor shall be able to provide revised build quotations based on equipment provided by the Fleet Manager.

15. Communications:

It is the intention of the County Departmentto maintain clear communication with the vendor. To adhere to this standard, the successful vendor shall provide written correspondence via email to the Fleet Manager when requested. This provision is meant to ensure mutual understanding, accuracy, and efficiency. Vendor shall provide an online tracking system for County Fleet Managers to track each vehicle build out.

16. Firm Pricing I Maximum Escalation Increases:

Pricing shall be firm through April 30, 2022 with a maximum escalation of 4% in Year 2 and Year 3.

Written notification of any increase shall be sent to County thirty (30) days prior to the requested effective increase date. Documentation shall be provided with the request that clearly substantiates the price increase(s) (ie letter from manufacturer). General Services-Purchasing Division shall review and approve or deny all requested increases in writing. Written notification from vendor does not guarantee automatic approval of any requested price increase.

Any price decrease received by the interested bidder from their suppliers shall be passed on to the County immediately upon receipt. 17 c
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Exhibit C
Spare Parts I Hourly Labor Rates I Manufacturers Discount% Item Description Rate Notes
1 Labor Per Hour- In Shop $64.50 per hour
2 Labor per Hour- On Site $64.50 per hour
3 Vehicle Transport (Utility I Tahoe) $200.00 per way
4 Vehicle Transport (Van I Truck) $250.00 per way
Item Product Manufacturer Minimum % Off List Price Notes 1 Able2 Products 48%
2 Aedec 12%
3 American Aluminum Accessories 15%
4 Angel Armor 5%
5 Antenna Plus I Airgain 5%
6 Boss Strong Box 18%
7 Code 3 40%
8 Copeland Engineering 5%
9 Decatur Electronics 3%
10 Directed Electronics (Python I Viper) 18%
11 EchoMaster 3%
12 Enforcer Equipment N/A
13 Federal Signal 30%
14 Gamber Johnson 40%
15 Go Rhino 20%
16 Havis 30%
17 Jotto Desk 25%
18 Kussmaul Electronics 5%
19 Laguna 3P 18%
20 Lind Electronics 5%
21 Magnetic Mic Mount (Innovative) 5%
22 Patrol Power 5% 911 Circuits
23 Pelican-Area Lighting 20%
24 Pelican-Cases 20%
25 Pelican-Coolers 20%
26 Pelican-Flashlights 20%
Exhibit C
Spare Parts I Hourly Labor Rates I Manufacturers Discount% Item Product Manufacturer Minimum % Off List Price Notes 27 Pro-Gard 20%
28 Radiotronics (Ace K9) 3%
29 RAM Mounts 30%
30 Ray Allen 3%
31 Rigid Industries 3%
32 Santa Cruz 20%
33 Secure Idle 26%
34 Setina 30%
35 Setina / Lighted Bumpers 30%
36 Setina/ Blac-Rac 30%
37 SoundOff Signal 57%
38 Stream light 40%
39 Tamar Electronics 20%
40 Troy Products 35%
41 TruckVault 15%
42 Tufty Security Products 15%
43 Unity 50%
44 Warn Winch 22%
45 Whelen 42%
Vendor Contacts:

Chris Degioanni Phone: (747) 230-2867
Mark Lavallee Phone: (747) 228-7398
Email: [email protected]
Email: [email protected]
Attachment 3
To:

From:

Subject:

May 20, 2022
City of Beverly Hills
Dana Safety Supply
Chris Degioanni
Allowance of Piggy-Back on Kern County Price Agreement No. 1673 On behalf of Dana Safety Supply we would like to extend our Agreement with the Kern County Sherriff's Office to the City of Beverly Hills and allow the City to piggy-back on the terms and conditions of Price Agreement No. 1673. This Agreement between the Kern County Sheriff's Office and Dana Safety Supply commenced on March 24, 2021.

Chris Degioanni
General Manager