Agenda packet — Modesto City Council, September 10, 2024 (part 3 of 6)

General Services Agency
Purchasing Division
1010 10th Street, Suite #5400
Modesto, CA 95354
Phone: (209) 525-6319
Fax: (209) 525-7787

INVITATION TO BID
BID# 23-36-AS

LAW ENFORCEMENT AND SPECIALTY VEHICLE UPFITTING SERVICES BID INFORMATION:

BID RESPONSE DATE:

JUNE 27, 2023
BID RESPONSE TIME (BID DEADLINE):

NO LATER THAN 2:30 p.m.

DELIVER BID RESPONSES TO:

Stanislaus County GSA Purchasing Division
1010 10th St., Suite 5400
Modesto, CA 95354
Unless previously registered, Bidders are required to register at https://www.stancounty.com/purchasing/vendorregistration.shtm. Bidders are required to submit one (1) original and one (1) additional copy of their bid response (including all required attachments) to the address above and one (1) electronic copy via www.stancounty.com/purchasing/county-bids.shtm. Bid bids shall clearly identify the project name, BID number, and BID response date on the outside of the package, and be delivered in a sealed package. Failure to comply with the instructions may cause the bid to be treated as nonresponsive.

QUESTION DEADLINE: JUNE 9, 2023
All inquiries shall be submitted before 5:00 P.M. Pacific Time on the date shown above. Responses by the County and any change in requirements will be issued in the form of a written Addendum. The receipt of any resulting Addendum must be acknowledged in accordance with the directions on the Addendum. Oral explanations or instructions given before the award of the Contract will not be binding upon the County.

NO PRE-BID CONFERENCE WILL TAKE PLACE FOR THIS PROJECT
MANDATORY ATTENDANCE AT PRE-BID CONFERENCE: N/A
If attendance is mandatory, failure to attend this conference will result in rejection of bid.

THE COUNTY’S COST ESTIMATE FOR THIS PROJECT WILL NOT BE RELEASED BEFORE BIDDING CLOSES
Any changes to these bid documents are invalid unless specifically modified by Stanislaus County (County) and issued as a separate addendum. Should there be any question as to changes to the content of this document, the County’s version posted on its web site shall prevail. All addenda and notices related to this solicitation will be posted by County at https://www.stancounty.com/purchasing/county-bids.shtm. In the event the bid documents or information are obtained through any means other than this web site, County will not be responsible for resulting errors.

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BID # 23-36-AS

LAW ENFORCEMENT AND SPECIALTY VEHICLE UPFITTING SERVICES Bid Documents. Volume I, II and III (listed below) contain the full description of the work and requirements.

VOLUME I:

Notice Inviting Bids
Instructions to Bidders
General and Special Conditions
Contract
VOLUME II:

Exhibit A: Technical Specifications or Scope of Work
Exhibit B: Insurance Requirements
VOLUME III:

Form of Bid
Acknowledgement of Addenda
Subcontractor List
Noncollusion Affidavit
Contractor Certifications

Stanislaus County GSA-Purchasing posts bid opportunities online. To obtain the bid documents and to receive notifications relating to this bid, register as a vendor with Stanislaus County by following this online process at no cost to you:
http://www.stancounty.com/purchasing/county-bids.shtm.

There is not a mandatory pre-bid conference.

Notice Inviting Bids: Stanislaus County will receive sealed Bids at the General Services Agency on the 5th Floor, Suite 5400 of 1010 Tenth Street, Modesto, CA 95354 no later than the Bid Deadline above for the above- referenced project.

Project Description: The County of Stanislaus (County) is seeking bids from qualified and experienced Contractors to provide upfitting services for various law enforcement and specialty vehicles.

Contract Time: The Work of the contract is to be completed in a timely manner as directed by the County’s Project Manager.

County’s Representative: If you have questions about the bid, please contact the County’s Representative: Abe Souza ([email protected]).
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INSTRUCTIONS TO BIDDERS

INTRODUCTION
1) OVERVIEW
a) The County of Stanislaus (County) contracts out for upfitting services for various law enforcement and specialty vehicles. The County currently holds contracts with three vendors; however, in order to shorten lead times and manage costs, the County is seeking bids from additional qualified and experienced Contractors with valid manufacturers’ certifications to provide upfitting services for such vehicles. b) The County may select one or more lowest responsible bidders for this work, and intends to issue multiple awards from this solicitation. The lowest responsible bidder(s) shall be established based on the proposed discount off of list price and averaged hourly rate for services, as established in the bid sheet in Volume III. Contractor shall hold their pricing for the initial year of the contract. Pricing below shall include:
i) All tools, labor, materials, equipment, transportation services, hauling, disposal requirements and any other items which are required or necessary to perform the Work.
ii) No separate reimbursement for mileage and travel time shall be allowed. iii) Bidder shall carefully review the insurance requirements included as Exhibit B to this Bid and include all cost for securing the required insurance.
c) Except as otherwise prohibited by law, the Bidder may provide a bond to eliminate the need for retention. If the Bidder so elects, Bidder shall deposit with the County securities with a value equal to the monies which would otherwise be withheld by the County. Said securities shall be as provided in Section 4590 of the California Government Code and shall be approved by the County as to both sufficiency and form. 2) BID INTENT
a) The County will contemplate awarding on the basis of proposed discounts on parts and labor rates. As part of this Bid, Bidder shall submit all required pricing which will be incorporated into the final contract at time of award. b) One or more contracts, if awarded, will be awarded to the lowest responsible bidder(s) for the work described in Volume II, Scope of Work.
3) BID DOCUMENTS. The bid documents can be found http://www.stancounty.com/purchasing/county-bids.shtm. 4) SCHEDULE OF EVENTS. The Schedule of Events represents the County’s best estimate of the schedule that will be followed. Unless otherwise specified, the time of day for the following events shall be prior to 5:00 p.m., Pacific Daylight Time. The County reserves the right, at its sole discretion, to adjust this schedule as it deems necessary.

SCHEDULE OF EVENTS
1 County Issues Invitation to Bid June 1, 2023
2 Question Deadline (see Page 1 for time) June 9, 2023
3 Submission Deadline (see Page 1 for time) June 27, 2023 4 Mail - Notice of Intent to Award* June 30, 2023
5 Protest Deadline (5:00 PM)* July 7, 2023
6 Appeals Deadline* July 17, 2023
7 Board of Supervisors Authorizes Contract* August 8, 2023 #13..
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8 Begin Contract Services* August 8, 2023
5) County’s Representative. Bidders shall direct any questions or requests for clarification in writing to the County’s Representative through the County’s web page, http://www.stancounty.com/purchasing/county-bids.shtm. Bidders seeking information related to this bid, including the scope of services described herein, obtained from sources other than the County’s Representative do so at their own risk. The County cannot be responsible for the completeness, accuracy, or timeliness of any information from other than the County’s representative.

6) Minimum Qualifications. Each Bidder must meet the following requirements:
a) Contractor shall not have any pending disciplinary proceedings or investigations by the California Bureau of Automotive Repair.
b) Contractor shall not currently (as of the date of bid opening) or within the past year, have any suspensions, disbarments, or similar proceedings (including stipulated agreements), restricting, limiting, or prohibiting Bidder from bidding or performing projects for any public agency. 7) Required Bid Documents. Each bidder must submit a complete bid on the standard forms enclosed (See VOLUME III). All portions of the Bid Documents (VOLUME III) must be completed before the bid is submitted. Each bidder must provide:

Form of Bid
Acknowledgement of Addenda
Subcontractor List
Noncollusion Affidavit
Contractor Certifications
Failure to submit all required documents may result in the bid being rejected as nonresponsive. 8) Bid Security. Not applicable.
9) Lowest Responsible Bidder. The contract(s), if awarded, will be awarded to the lowest responsible bidder(s) who meets the minimum qualifications identified herein and is(are) fully compliant with the requirements and terms of the competitive selection process.
10) Contract Time. The Contractor shall perform the work in a timely manner as directed by the County’s Project Manager.

11) Contractor Requirements. Prospective bidders must be fully qualified, licensed, certified, and insured to perform the work requested. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

12) Materials Or Equipment Specified By Name. When any materials or equipment is indicated or specified by patent or proprietary name or by the name and catalogue number of the manufacturer, it shall be considered as used for convenience in describing the material or equipment desired. The use of an alternative material or equipment which is of equal quality and of the required characteristics for the purpose intended may be permitted. Request for such substitution shall be made in writing by the Contractor within seven (7) days after bid opening. Failure by the Contractor to request substitution within seven (7) days after bid opening constitutes an agreement by Contractor to furnish only the materials or equipment listed in the Contract Documents. Until and unless such substitutions are accepted by the County’s Representative, no deviations from the specifications shall be allowed. The burden of proof as to the quality and suitability of the alternative shall be upon the Contractor. The County shall be the sole judge as to the quality and suitability of alternative materials or equipment, and its decision shall be final.
13) Bid Protests. Any Bid or procurement protest (“Protest”) in connection with the contract or work must be submitted in writing to the Stanislaus County Purchasing Agent located at 1010 10th Street, Suite 5400, Modesto, CA 95354, before the earlier of the following dates: 2:00 PM of the fifth Business Day following issuance of the Notice of Intent to Award or within five (5) working days after the protesting party knows, or should have known, of the occurrence of the action #13..
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which is protested. The Protest shall be followed by an email to the Purchasing Manager at [email protected].

Only parties who responded to the County’s procurement solicitation (“Respondents”) who the County deemed responsive and/or responsible are eligible to submit a Protest. A Protest from a Respondent who the County deemed not responsive and/or not responsible will not be considered.

A formal protest must be in writing signed by the protesting party and shall contain: (a) A specific identification of the statutory or regulatory provision(s) that the action complained of is alleged to have violated; (b) A specific description of each act alleged to have violated the statutory or regulatory provision(s) identified in subparagraph (A) of this paragraph; (c) A precise statement of the relevant facts; (d) An identification of the issue(s) to be resolved; (e) Argument and authorities in support of the protest; and (f) Proof that copies of the protest have been mailed or delivered to all respondents who have submitted bids, proposals or offers for the contract involved. A certification that copies were supplied to all interested parties with a list of the addresses the protest was sent to will be accepted as proof of delivery of copies. Names and addresses of such respondents may be obtained by sending a written request for the information to the Purchasing Agent.

In the event of a timely Protest has been made, and an award has not been made, the County will not proceed further with the solicitation or award of the contract unless the Purchasing Agent, makes a written decision to award of contract.

The Purchasing Agent may receive written responses to the protest from Respondents who have submitted bids, proposals or offers for the contract involved and from other interested parties. The protesting party will be given notice of written responses received.

If the protest is not resolved by mutual agreement, the Purchasing Agent will issue a written decision on the protest. The decision will set forth the reasons for the decision.

The decision of the Purchasing Agent on a protest may be appealed by the protesting party to the County’s Chief Executive Officer or his or her designee (“CEO”) in accordance with the County’s procurement policy.

Any Protest regarding this procurement must be handled through the processes defined herein. Protests or appeals which are not submitted in accordance with these procedures will not be reviewed or rejected.

Failure to adhere to or attempting to circumvent or influence this process by contacting persons other than the Purchasing Agent or his designee, shall result in the protestor’s immediate disqualification from consideration of award.

12. Debarment. Contractor represents and warrants, to the best of its knowledge and belief, that neither Contractor nor any of its Principals (“Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity) is presently debarred, suspended, proposed for debarment, voluntarily excluded, or involuntarily excluded from receiving a contract from any federal, state or local government or agency, nor has it been declared ineligible for the award of contracts by any federal, state, or local government or agency, nor does it appear on any federal, state or local government’s Excluded Parties List System. Contractor shall provide immediate written notice to the County if, at any time Contractor learns that this representation was erroneous when submitted or has become erroneous by reason of changed circumstances. The representations and warranties above are a material representation of fact upon which reliance was placed when entering into this Agreement. If it is later determined that Contractor knowingly made a false representation, in addition to other remedies available to County, County may terminate this Agreement. #13..
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GENERAL CONDITIONS
1) BASIC DEFINITIONS:
a) The term "Change Order" shall refer to a written agreement in the form included in these Contract Documents, signed by the County and Contractor, modifying the Contract.
b) The term "Contract" means and includes the Contract and the Contract Documents. c) The term "Contract Sum" means the total compensation specified in the Contract. The Contract Sum may be adjusted by Change Order.
d) The term "Contract Time" means the number of days set forth in the Contract Documents within which the full completion of the Contractor's work must be achieved. The Contract Time may be adjusted by Change Order. e) The term "Contractor" means the person or firm identified as such in the Contract, or its authorized representative. f) The term “day” means a calendar day unless otherwise specifically noted. g) The term “Indemnified Parties” means the County and its Board of Supervisors, directors, officers, employees, agents, inspectors, construction managers, project managers, consultants, subconsultants, their employees, and the County’s Representative.
h) The term "County" means Stanislaus County.
i) The term "County’s Representative" means the person identified in the Project Directory. The County may, at any time, without prior notice to or approval by Contractor, replace County’s Representative with a new County’s Representative.

Upon Contractor's receipt of notice from the County of such replacement, Contractor shall recognize such person or firm as County’s Representative for all purposes under the Contract Documents. j) The term "Project" means the total of the work and obligations agreed to be performed by Contractor under the Contract Documents, including but not limited to labor, equipment, materials, supplies, and taxes. 2) PIGGYBACK. For goods, equipment and/or services, the County reserves the right to extend the terms, conditions, and prices of this contract to other local agencies or other County departments who express an interest in piggybacking on this contract. Each of the piggyback institutions or departments will issue their own purchasing documents for the goods, equipment and/or services. Contractor agrees that County shall bear no responsibility or liability for any agreements between Contractor and the other Institution(s) who desire to exercise this option. 3) CONTRACT DOCUMENTS:
a) The Contract Documents consist of:

VOLUME I:

Notice Inviting Bids
Instructions to Bidders
General and Special Conditions
Contract
VOLUME II:

Exhibit A: Technical Specifications or Scope of Work
Exhibit B: Insurance Requirements
VOLUME III:

Form of Bid
Acknowledgement of Addenda
Subcontractor List
Noncollusion Affidavit
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Contractor Certifications
b) The Contract Documents also include insurance; bonds, addenda issued; Change Orders; permits, and any other documents described as such within these Contract Documents. c) The Contract Documents represent the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. Contract Documents do not include: soils, geotechnical, or other reports, surveys, or analyses, which may be printed, bound or assembled within the Contract Documents or otherwise made available to the Contractor for review or information under this Agreement, unless specifically enumerated and directly incorporated herein. Such information is available to the Contractor for information purposes only. Contractor shall be solely responsible for the interpretation of all such information, and County makes no representation or warranty as to the reliability or accuracy of any such information. 4) EXAMINATION OF CONTRACT DOCUMENTS AND SITE OF WORK:
a) Each bidder shall examine carefully the site of the work and the Contract Documents, and shall satisfy itself as to the character, quality, and quantity of the surface and subsurface materials or obstacles to be encountered. The submission of a bid shall be conclusive evidence that the Contractor has satisfied itself through Contractor's own investigation as to the conditions to be encountered; the character, quality, and scope of work to be performed; the materials and equipment to be furnished; and all requirements of the Contract Documents. 5) PERMITS. See Special Conditions.
6) ADDENDA: If discrepancies or apparent errors are found in the Contract Documents prior to the date of bid opening, bidders shall submit a written request for clarification, which response to said request will be given in the form of addenda to all bidders, if time permits. The correction of any discrepancies in, or omissions from the drawings, specifications, or other Contract Documents, or any interpretation thereof, during the bidding period will be made only by an addendum issued by the County’s Representative. Each such addendum issued by the County’s Representative shall be made a part of the Contract. Any other interpretation or explanation of such documents will not be considered binding. Contractor shall acknowledge all addenda issued on its bid.
7) BID:
a) The Contractor's bid shall be made on the forms provided (see Volume III), with all items filled out, and properly signed.

The bid shall be signed by the Contractor if an individual, by a member of the partnership, or by an officer of a corporation authorized to sign contracts in its behalf. If made by a corporation, the bid shall show the name of the State under the laws of which the corporation is chartered or organized. b) Bidders are warned against making erasures or alterations of any kind on their bid. Bids which contain omissions, erasures, alterations, conditions, or additions not called for may be rejected. c) Bidders are required to submit one (1) original and one (1) additional copy of their bid (including all required attachments) to the address set forth in the Notice Inviting Bids and one (1) electronic copy via www.stancounty.com/purchasing/county-bids.shtm. Bid bids shall clearly identify the project name, BID number, and BID response date on the outside of the package, and be delivered in a sealed package. Failure to comply with the instructions may cause the bid to be treated as nonresponsive. 8) WITHDRAWAL OF BID: A bid may be withdrawn at any time prior to the hour fixed in the Notice to Contractors for the opening of bids by a written request of the bidder, filed with the County. The withdrawal of a bid will not prejudice the right of a bidder to file a new bid within the time prescribed. 9) OPENING OF BIDS: Bids will be opened and then read publicly at the time and place indicated in the Notice to Contractors, or as soon thereafter as is reasonable. Bidders or their representatives and others interested are invited to be present. 10) BIDDER’S BOND/SECURITY: Not applicable.
11) CONSIDERATION OF BIDS:
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a) After the bids have been opened and read, they will be checked for accuracy and compliance with these Contract Documents.
b) Bid prices shall include everything necessary for the completion of fulfillment of the Contract, including, but not limited to, furnishing all materials, equipment, tools, labor and services, except as may be provided otherwise in the Contract Documents. When a price is quoted in both words and figures, the words shall prevail in case of a discrepancy. Bid prices shall include all taxes, including, but not limited to, all Federal, State, and local taxes. c) County reserves the right to reject any and all bids and to waive any minor irregularity in a bid. 12) COMPETENCY OF BIDDER: The bidder shall be licensed under the provisions of Chapter 9, Division 3, of the Business and Professions Code of the State of California to do the type of work contemplated in the Project and shall be skilled and regularly engaged in the general class or type of work called for under this contract. 13) DISQUALIFICATION OF BIDDERS: More than one bid in the same project trade component from any individual, firm, partnership, corporation, or association, under the same or different names, will not be considered. Reasonable grounds for believing that any bidder is interested in more than one bid for the work will cause the rejection of all bids in which such bidder is interested. If there is reason to believe that collusion exists among the bidders, none of the participants in such collusion will be considered. Any bid in which the prices obviously are unbalanced may be rejected. 14) MISTAKE; RELIEF OF BIDDERS: Attention is directed to the provisions of Public Contract Code section 5100, and following, concerning relief of bidders, and in particular to the requirement therein that if the bidder claims a mistake was made in Contractor's bid, the bidder shall give the County written notice within five (5) days after opening of the bids of the alleged mistake, specifying in the notice in detail how the mistake occurred. 15) AWARD OF CONTRACT: The contract(s), if awarded, will be awarded to the lowest responsible bidder(s) who meets the minimum qualifications identified herein and is(are) fully compliant with the requirements and terms of the competitive selection process. The County reserves the right to reject all bids. 16) RETURN OF BIDDER’S SECURITY: Not applicable.
17) SIGNING OF CONTRACT AND DELIVERY OF BONDS AND INSURANCE:
a) INSURANCE. A Contract shall be signed by the successful bidder on the form provided and returned to the County, within ten (10) days after delivery of the Contract forms. b) CONTRACT BONDS: Not applicable.
18) NOTIFICATION OF SURETY COMPANIES: Not applicable.
19) INSURANCE: Within ten (10) days of County’s delivery of the Notice of Award, the Contractor shall furnish a Certificate of Insurance substantiating the fact that Contractor has taken out the insurance as provided in Exhibit B of Volume II of the Contract Documents.
20) FAILURE TO COMPLY WITH REQUIREMENTS. If the bidder to whom the award is made fails or refuses, within ten (10) calendar days from the delivery of the Notice of Award to enter into the Contract, and/or fails to provide insurance certificates in a form acceptable to the County, the County may then award the Contract to the next lowest-priced responsive and responsible bidder.
21) PRE-CONSTRUCTION CONFERENCE: Not applicable.
22) INTENT OF PLANS AND SPECIFICATIONS OR SCOPE OF WORK: It is the intent of these Contract Documents that the work performed under the Contract shall result in a complete operating system in satisfactory working condition with respect to the functional purposes of the installation, and no extra compensation will be allowed for anything omitted but fairly implied. The prices paid for the various items in the bid shall include full compensation for furnishing all labor, materials, tools, equipment, overhead, profit, incidentals, and doing all work necessary to complete the finished product as provided in the Contract Documents.
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23) CLARIFICATION OF CONTRACT DOCUMENTS: Should it appear that the work to be done, or any of the matters relative thereto, are not sufficiently detailed or explained in the Contract Documents, or in the event of any doubt or question arising respecting the true meaning of the Contract Documents, the Contractor shall apply to the County’s Representative for such further explanations as may be necessary.
24) SUPPLEMENTAL DRAWINGS AND INSTRUCTIONS: In addition to the drawings incorporated in the Contract at the time of signing, the County may furnish such working drawings and supplemental instructions from time to time as may be necessary to make clear, or to define in greater detail, the intent of the Contract drawings and specifications. In furnishing such additional drawings and/or instructions, the County shall have authority to make minor changes in the work, not involving extra cost, and not inconsistent with the nature of the work. These working drawings and supplemental instructions shall become a part of the Contract Documents, and the Contractor shall make its work conform to them. 25) PERSONAL ATTENTION AND SUPERINTENDENCE: The Contractor shall give Contractor's personal attention to and shall supervise the work to the end that it shall be faithfully prosecuted. 26) BEGINNING OF WORK:
a) The County shall solicit quotes for vehicles or batches of vehicles to confirm pricing and anticipated time of completion.

A Purchase Order shall constitute authority for the Contractor to begin work on quoted vehicles, upon condition that the Contractor has strictly complied with all requirements of these Contract Documents, including but not limited to, furnishing all required documentation and certificates of insurance. b) When the Contractor has started work on the Project, the Contractor shall diligently prosecute the work to completion within the time limit provided in the Contract Documents. c) Liquidated damages are set forth in the Special Conditions. 27) SCHEDULE OF VALUES AND PAYMENTS:
a. Contractor shall invoice County immediately upon Contractor’s receipt of invoice from Contractor’s parts vendors, including:
a) For part lines represented by Contractor, Contractor’s invoice shall identify list pricing and County’s discount;
b) For part lines not represented by Contractor (“special order”), Contractor’s invoice shall identify wholesale cost to Contractor and fixed markup cost to County; c) The invoice shall describe the services rendered and hours billed for each task and all costs incurred. b. After receipt of parts invoice from Contractor, County shall pay on Net 30 terms. c. County payment to Contractor shall be made by check or ACH or wire transfer. 28) RESPONSIBILITY FOR ACCURACY: The Contractor shall obtain all necessary measurements for and from the work, and shall check dimensions, elevations, and grades for all layout and construction work and shall supervise such work, the accuracy for all of which Contractor shall be responsible. Each subcontractor shall adjust, correct, and coordinate Contractor's work with the work of others so that no discrepancies will result in the whole work. Contractor shall be responsible for verifying that all information and data contained and set forth in all of Contractor's submittals that may be required by the Contract Documents, comply in all respects with the Contract Documents. 29) EFFECT OF INSPECTION OR USE: Neither the inspection by an inspector, County, County’s Representative, Construction Manager, architect, engineer, or anyone acting in their behalf (“County Parties”), nor any measurement, approved modification, submittal, shop drawing, order, or certificate, nor acceptance of any part or whole of the work, or payment of money, nor any possession or use by the County or its agents, shall operate as a waiver of any provisions of the Contract or of any power or authority reserved therein, or of any right to damages thereunder; nor shall the waiver of any breach of this Contract be held to be a waiver of any subsequent or other breach. 30) INSPECTION: The County and its authorized representatives shall have access to all records necessary to perform a complete audit of the Contractor for the purposes of verifying that the invoices submitted were accurate, complete, and current. The County shall have the right to examine and copy those books, records, documents, papers and other supporting #13..
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data which involve transactions related to this Agreement or which permit adequate evaluation of the invoices submitted, along with the computations, list prices and market prices used therein (the "Records"), and the Contractor hereby covenants to maintain the Records in good order for such time and to deliver promptly the Records to the County upon request. There shall be no charge to the County for conducting any such audit. 31) REMOVAL OF REJECTED MATERIALS OR WORK: The Contractor shall, upon request and without delay, remove from the site of the work, all rejected or condemned materials of any kind brought to, or incorporated in, the work. 32) USE OF COMPLETED PORTIONS: The County shall have the right at any time during the progress of this work to take over and place in service any completed or partially completed portion of the work, notwithstanding the time for completion of the entire work or such portions which may not have expired; but such taking possession thereof shall not be deemed an acceptance of any of the work, nor work on those portions not completed in accordance with the Contract Documents. 33) MEANS AND METHODS: Neither County’s Representative nor County will have control over, be in charge of, nor be responsible for construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the work, since these are solely Contractor's responsibility, unless otherwise required by the Contract Documents.
34) CONTRACT TIME AND DELAYS:
a) The Contractor agrees to complete all of its work required in the Contract Documents, or any subsequent revisions or modifications thereto, within the time specified in the Bid, subject to Change Orders increasing or decreasing the time specified.
b) It is agreed by the parties to this Contract that time is of the essence to the performance of this Contract by Contractor, and that in case all work called for under the Contract is not completed in all respects and requirements within the time called for in the Contract Documents, plus any agreed upon extensions of time, damage will be sustained by the County. c) The granting of an extension of time for the completion of the work on account of delays which, in the judgment of the County, are unavoidable delays, or granted for the performance of extra or additional work, shall in no way operate as a waiver on the part of the County of any of its rights under this Contract.

35) COST AND PRICING DATA: All cost and pricing data submitted by the Contractor to the County with respect to any work, change, prospective or completed, or any claim for extra compensation shall be a true, complete, accurate, and current representation of actual cost and pricing of the work. The County’s Representative or his or her authorized representative may require a formal certification as to cost and pricing data submitted by the Contractor. Certification shall be in the form acceptable to County.
36) PROCEED WITH WORK: Notwithstanding the making of any Claim or the existence of any dispute regarding any Claim, Contractor shall not cause any delay, cessation, or termination in or of Contractor's performance of the work but shall diligently proceed with performance of the work in accordance with the Contract Documents. 37) ACCESS TO RECORDS: The County’s Representative and/or County, or their authorized representatives, shall have access, upon reasonable notice, during normal business hours, to Contractor and subcontractors' books, documents and accounting records, including but not limited to, bid worksheets, bids, subcontractor bids and bids, estimates, cost accounting data, accounting records, payroll records, time sheets, cancelled checks, profit and loss statements, balance sheets, project correspondence including but not limited to all correspondence between Contractor and its sureties and subcontractors/vendors, project files, scheduling information, and other records of the Contractor and all subcontractors directly or indirectly pertinent to the work, original as well as change and claimed extra work, to verify and evaluate the accuracy of cost and pricing data submitted with any Change Order, prospective or completed, or any Claim for which additional compensation has been requested or notice of potential Claim has been tendered. Such access shall include the right to examine and audit such records, and make excerpts, transcriptions, and photocopies at County's cost. 38) TEMPORARY SUSPENSION OF WORK: The County shall have the authority to suspend the work wholly or in part for such period as it may deem necessary, due to unsuitable weather, lack of adherence to safety regulations, or to any other conditions it considers unfavorable for the suitable prosecution of the work, or for such time as it may deem necessary, due to the failure on the part of the Contractor to carry out orders given or to perform any provisions of the Contract, or for any other reason. The Contractor shall immediately comply with such written order of the County to suspend the work wholly or in part.
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39) TERMINATION: Refer to Section 3 of the Agreement for Independent Contractor Services. 40) FINAL INSPECTION AND ACCEPTANCE: The Contractor shall notify the County’s Representative in writing of the completion of the work, and the County’s Representative shall inspect the work. The Contractor will be notified in writing of any defects or deficiencies to be remedied prior to final acceptance. Within ten (10) calendar days of such notification, the Contractor shall proceed to correct such defects or deficiencies. Final acceptance by the County shall cause the commencement of guarantee periods.
41) ASSIGNMENT: The performance of the Contract may not be assigned except upon written consent of the County, and no assignment shall be permitted which would relieve the original Contractor or Contractor's surety of their responsibilities under the Contract.
42) COMPLIANCE WITH LAWS AND REGULATIONS: The Contractor shall keep itself fully informed of, and shall observe and comply with, and shall cause any and all persons, firms, or corporations employed by Contractor or under him, to observe and comply with all applicable laws, codes, regulations, orders, and decrees which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work. Particular attention is called to the following the Labor Code set forth in the Contract between County and Contractor. 43) REPORTING REQUIREMENTS AND SANCTIONS:
a) Failure to deliver to County specific information, records, reports, certifications, or any other documents required for compliance with these Contract Documents shall be considered noncompliance. If found by the County to be in noncompliance, Contractor shall correct specific deficiencies and make immediate corrections. Monetary deductions may be made for failure to effect corrections or delinquencies. 44) RESPONSIBILITY OF THE CONTRACTOR:
a) The Contractor shall do all of the work and furnish all labor, materials, tools, equipment, and appliances, except as otherwise herein expressly stipulated, necessary, or proper for performing and completing the work herein required, including any Change Order work, disputed work or extra work directed by the County or County’s Representative, within the time specified.
b) The Contractor shall pay, when due, all valid claims of subcontractors, suppliers, and workmen with respect to the project.
45) INDEMNIFICATION: Contractor shall indemnify, defend with counsel acceptable to County and hold harmless to the full extent permitted by law, County, its Board of Supervisors, directors, officers, employees, agents, inspectors, construction managers, project managers, consultants, subconsultants, their employees, and the County’s Representative, and each of them, (collectively “the Indemnified Parties”) as provided in paragraph 4 of the Contract between County and Contractor.

46) INSURANCE. Contractor shall meet all insurance requirements set forth in Volume II, Exhibit B. 47) PROTECTION OF WORKERS: (a) The Contractor shall conform to the rules and regulations pertaining to safety established by the California Division of Industrial Safety and any other governing body having jurisdiction over the work.

The Contractor shall immediately replace or repair any unsafe equipment, or correct any other dangerous or hazardous situation that may exist or that the County’s Representative may indicate. Failure of the County’s Representative to suspend the work or notify the Contractor of the inadequacy of the safety precautions or noncompliance with the law shall not relieve the Contractor of this responsibility. (b) When requested by County or required by safety regulations, Contractor shall submit a proposed safety program which outlines the precautions to be taken by contractor to ensure the safety of County employees and the public.
48) PROTECTION OF MATERIALS AND EQUIPMENT: The Contractor shall protect the work, materials, and equipment from damage due to the nature of the work, the action of the elements, trespassers, or other causes. The Contractor shall properly store materials and equipment, and erect such temporary structures as are required to protect them from damage, including, but not limited to, construction fencing.
49) AIR POLLUTION CONTROL: The Contractor shall comply with all air pollution control rules, regulations, ordinances, and statutes which apply to any work performed pursuant to the Contract, including any air pollution control rules, #13..
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regulations, ordinances, and statutes specified in Section 11017 of the Government Code. Unless otherwise provided in the Contract Documents, material to be disposed of shall not be burned. 50) WATER POLLUTION: The Contractor shall comply with all rules, regulations, ordinances, and statues which apply to water pollution, including but not limited to, erosion control.

51) STORM WATER POLLUTION PREVENTION PLAN: Contractor shall ensure that a storm water pollution prevention plan is initiated, maintained, and enforced in accordance with all regulations, local ordinances, and agencies, throughout duration of the Project.
52) PROTECTION AGAINST PATENT CLAIMS: The Contractor shall assume all costs arising from the use of patented materials, equipment, devices, or processes used on or incorporated in the work. 53) LIABILITY OF OFFICIALS: Neither the County, the County’s Representative, nor any officers, employees, agents, or representatives of the County, nor any of them, shall be responsible for any liability arising under this Contract, except such obligations as are specifically set forth herein.
54) CONTRACTOR NOT AN AGENT OF COUNTY: The right of general supervision shall not make the Contractor an agent of the County, and the liability of the Contractor for all damages to persons or to public or private property arising from the performance of the work shall not be lessened because of such general supervision. 55) ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to Section 4552 of the Government Code of the State of California, contractor or subcontractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15), or under Cartwright Act (Chapter 2, commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the contract. 56) PROPERTY RIGHTS IN MATERIAL: Nothing in this Contract shall be construed as vesting in the Contractor any right of property in the materials used, after they have been installed, attached, or affixed to the work, but all such materials shall be the property of the Contractor and the County jointly as their interest may appear, and cannot be removed from the work without the consent of the County.
57) CONTRACTOR'S EQUIPMENT: The Contractor shall provide adequate and suitable equipment and means of construction to meet all the requirements of the work, including completion within the time allotted. Only equipment suitable to produce the quality of work required will be permitted to operate on the project, and specific types of equipment may be requested on component parts of the work. In any case where the use of a particular type or piece of equipment has been banned, or in cases where the County’s Representative has condemned for use on the work, any piece or pieces of equipment, the Contractor shall promptly remove such equipment from the site of the work. Failure to do so within a reasonable time may be considered a breach of contract.
58) CLAIMS:
a) A Claim is any request by Contractor to adjust, alter, modify, or otherwise change the Contract Sum or the Contract Time, or both. A Claim must be stated with specificity, including identification of the event or occurrence giving rise to the Claim, the date of the event, and the asserted effect on the Contract Sum and the Contract Time, if any. The Claim shall include adequate supporting data. Adequate supporting data for a Claim for an adjustment of the Contract Time shall include scheduling data demonstrating the impact of the event on the critical path and completion of the Project. Adequate supporting data for a Claim for an adjustment in the Contract Sum shall include a detailed cost breakdown of items included within the Claim and documentation supporting each item of cost. b) The parties agree that the County's exercise of its rights to order changes in the work, regardless of the extent and number of changes, or to suspend the work, is within the contemplation of the parties and shall not be the basis for any Claim for Compensable Delay. The rights of the Contractor to adjustments of the Contract Time and the Contract Sum, based on changes ordered in the work or suspension of the work, shall be solely governed by this provision. 59) FALSE CLAIMS:
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a) California Penal Code Section 72, provides that any person who presents for payment with intent to defraud any County, board or officer, any false or fraudulent claim, bill, account, voucher, or writing, is punishable by fines not exceeding ten thousand dollars ($10,000.00) and/or imprisonment in the state prison. b) Government Code sections 12650, et seq., pertains to civil penalties that may be recovered from persons (including corporations, etc.) for presenting a false claim for payment or approval, presents a false record or statement to get a false claim paid or approved, or other acts, to any officer or employee of any political subdivision of the State of California.

Any person or corporation violating the provisions of Government Code sections 12650, et seq., shall be liable for three times the amount of the damages, plus a civil penalty, plus costs. All Claims by Contractor, shall include the following certification, properly completed and executed by Contractor or an officer of Contractor:
60) GOVERNMENT CLAIM: The Contractor shall present any claim prescribed by Government Code Section 910 within one year of the last breach of the contract (Gov. Code § 911.2). This claim is in addition to all of the claim process required under this contract.
61) MISCELLANEOUS PROVISIONS:
a) The Contractor is subject to State and Federal conflict of interest laws. Failure to comply with these laws, including business and financial disclosure provisions, will result in the contract being rejected and any subsequent contract being declared void. Other legal action may also be taken. Applicable statutes include, but are not limited to, Government Code, §1090 and Public Contract Code, §10410 and §10411, for State conflict of interest requirements. b) The Contractor, its contractors and subcontractors hereby certify, under penalty of perjury under the laws of State of California, compliance with the requirements of the Drug-Free Workplace Act of 1990 (Government Code §8350 et seq.) and have or will provide a drug-free workplace by taking the actions required under Government Code Section 8350.
c) The Contractor affirms that it is aware of the provisions of §3700 of the Labor Code, which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and the Contractor affirms that it will comply with such provisions before commencing the performance of the work under this Grant Agreement and will make its contractors and subcontractors aware of this provision. d) During the performance of this Agreement, Contractor and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any Federal, State or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religious creed, color, national origin, ancestry, ethnic group identification, physical or mental disability including perception of disability, medical condition, genetic information, pregnancy related condition, marital status, gender/sex, sexual orientation, gender identity, gender expression, age (over 40), political affiliation or belief, or military and veteran status.

Contractor and its officers, employees, agents, representatives or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the County’s non-discrimination policy; the Fair Employment and Housing Act (Government Code sections 12900 et seq.); California Labor Code sections 1101 and 1102; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; the Americans with Disabilities Act of 1990 (42 U.S.C. S1210 et seq.); and all applicable regulations promulgated in the California Code of Regulations or the Code of Federal Regulations.

e) Contractor shall comply with all applicable provisions of the Americans with Disabilities Act of 1990 (ADA) and California accessibility laws in performing its obligations under this Contract. In particular, if the Contractor is providing services, programs or activities to employees or members of the public as part of this Contract, the Contractor shall not deny participation or the benefits of such services, programs, or activities, to people with disabilities on the basis of such disability.
f) All bids become public information after the opening of Bids, with the exception of those portions of a proposal that are identified at the time of the submittal by the Proposer as “Confidential” or “Proprietary” and which are reasonably deemed by the County as not being public documents that must be disclosed under applicable sections of the California Public Records Act and other appropriate statues and regulations. g) For goods, equipment and/or services, the County reserves the right to extend the terms, conditions, and prices of this contract to other local agencies or other County departments who express an interest in piggybacking on this contract.

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and/or services. Contractor agrees that County shall bear no responsibility or liability for any agreements between Contractor and the other Institution(s) who desire to exercise this option. h) This Contract shall bind and inure to the heirs, devisees, assignees, and successors in interest of Contractor, and to the successors in interest of County, in the same manner as if such parties had been expressly named herein. i) This Contract shall be governed by the laws of the State of California. j) If any one or more of the provisions contained in the Contract should be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
k) The Contract Documents constitute the full and complete understanding of the parties, and supersede any previous agreements or understandings, oral or written, with respect to the subject matter hereof. The Contract may only be modified by a written instrument signed by both parties. l) All headings, captions and titles are for convenience and reference only, and of no meaning in the interpretation or effect of this contract.
m) Contractor agrees to assigns to County all its first-tier subcontracts now or hereafter entered into by Contractor for performance of any part of the work. The assignment will be effective upon acceptance by County in writing, and only as to those subcontracts which County designates in writing. Such assignment is part of the consideration to County for entering into the Contract with Contractor and may not be withdrawn. n) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.
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SPECIAL CONDITIONS

1) PERMITS AND LICENSES:
a) The Contractor shall procure all other permits and licenses necessary for the normal conduct of its business and construction operations, and all costs associated therewith shall be paid by Contractor. The Contractor shall comply with the provisions of said statutes in obtaining such permits, licenses, and other authorizations, and they shall be obtained in sufficient time to prevent delays to the work.

2) HOURS OF WORK. Work on this project shall take place during Contractor’s normal operating hours unless otherwise approved by the County’s Representative.

3) LIQUIDATED DAMAGES (IF APPLICABLE):
a) Time Limits. All time limits stated in the Contract Documents are of the essence. b) Time of Performance. The Contractor shall construct and complete the Work, including final clean up, final inspection, and final acceptance of the Work, within the Contract Time. It is expressly understood and agreed, by and between County and the Contractor, that the Contract Time for the completion of the Work is a reasonable time, taking into consideration the average climatic and economic conditions and other factors prevailing in the locality of the Work.
c) Extension of Contract Time. If the Work is not completed within the Contract Time and any previously authorized extensions thereof, County may extend the Contract Time at his discretion and, if so extended, the Contractor shall pay to County all or any part, as County may deem just and proper, of the actual costs incurred by County due to such extension and that are directly related to the Work including the cost of additional engineering, consultant or professional services, tests, inspections, painting inspections, supervision, administration, and other incidental and overhead expenses, and the Change Order authorizing such extension of the Contract Time will effect an appropriate reduction in the Contract Price.
d) Delays and Liquidated Damages. If the Work is not completed within the Contract Time, or within any period of authorized extension thereof, it shall be understood and agreed that County will suffer damage solely by reason of delay. Since it is impractical and infeasible to determine the amount of actual damage, it is agreed that the Contractor shall pay to County, as fixed and liquidated damages and not as a penalty, the amount set forth below.

4) GUARANTEE:
a) Should any failure of the work occur within a period of two (2) years after recordation of the notice of completion of the project or portions thereof or within any designated warranty period, which can be attributed to faulty materials, poor workmanship, or defective equipment supplied by the Contractor, the Contractor shall promptly make the needed repairs at Contractor's expense.
b) The County is hereby authorized to make such repairs if the Contractor fails to make or undertake with due diligence the aforesaid repairs within ten (10) days after Contractor is given written notice of such failure and without notice to the surety provided, however, that in case of emergency where, in the opinion of the County, delay would cause serious loss or damages, or a serious hazard to the public, the repairs may be made or lights, signs, and barricades erected, without prior notice to the Contractor or surety, and the Contractor shall pay the entire costs thereof.

5) SAFETY REQUIREMENTS:
a) All General or Prime Contractors will be responsible for their Employees, and subcontractors, and must enforce all safety regulations set forth by the County and Cal-OSHA. This will include all safety wear and equipment necessary to provide a safe work environment for all workers and the public in and around the job site. b) The use of safety wear and equipment, such as eye protection, ear protection, and other required safety equipment will be strictly enforced.
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All Contractors are responsible for their equipment and must ensure that it is safe and in good working order.

Material Safety Data Sheets for any materials used on the project are required per OSHA standards. c) Work attire will be neat and clean and will meet OSHA requirements. d) A visitor identification badge will be worn at all times if within County’s facilities if required by County. 6) GRANT REQUIREMENTS: NOT APPLICABLE
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SAMPLE FORM
This document will be utilized by the County for issuance to the Lowest Responsive Bidder during the 10 Day “Notice of Intent to Award” for the Bidder to complete and submit.

AGREEMENT
FOR

INDEPENDENT CONTRACTOR SERVICES
This Agreement for Independent Contractor Services (the “Agreement”) is made and entered into by and between the County of Stanislaus ("County") and _________________, a _______________ [corporation, LLC], ("Contractor") as of ________________________, 2023.

Recitals
WHEREAS, the County has a need for services involving _____________________; WHEREAS, the Contractor is specially trained, experienced, and competent to perform and has agreed to provide such services; and
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties hereby agree as follows:

Terms and Conditions
1) Scope of Work
a) The Contractor shall furnish to the County upon execution of this Agreement or receipt of the County’s written authorization to proceed, those services and work set forth in Exhibit A. b) All documents, drawings, and written work product prepared or produced by the Contractor under this Agreement, including without limitation electronic data files, are the property of the Contractor; provided, however, the County shall have the right to reproduce, publish and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Contractor may copyright the same, except that, as to any work which is copyrighted by the Contractor, the County reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so. c) Services and work provided by the Contractor at the County's request under this Agreement will be performed in a timely manner consistent with the requirements and standards established by applicable federal, state and County laws, ordinances, regulations and resolutions, and in accordance with a schedule of work set forth in Exhibit A. If there is no schedule, the hours and times for completion of said services and work are to be set by the Contractor; provided, however, that such schedule is subject to review by and concurrence of the County. 2) Consideration
a) County shall pay Contractor as set forth in Exhibit A. b) Except as expressly provided in Exhibit A of this Agreement, Contractor shall not be entitled to nor receive from County any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement. Specifically, Contractor shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, disability retirement benefits, sick leave, vacation time, paid holidays, or other paid leaves of absence of any type or kind whatsoever. c) County will not withhold any Federal or State income taxes or Social Security tax from any payments made by County to Contractor under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of Contractor. County has no responsibility or liability for payment of Contractor’s taxes or assessments.
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d) Pursuant to Penal Code section 484b and to Business and Professions Code section 7108.5, the Contractor must apply all funds and progress payments received by the Contractor from the County for payment of services, labor, materials, or equipment to pay for such services, labor, materials, or equipment. Pursuant to Civil Code section 1479, the Contractor shall direct or otherwise manifest the Contractor’s intention and desire that payments made by the Contractor to subcontractors, suppliers and materialmen shall be applied to retire and extinguish the debts or obligations resulting from the performance of this Agreement.
3) Term
a) The term of this Agreement shall be from the date of approval of this Agreement until completion of the agreed upon services unless sooner terminated as provided below or unless some other method or time of termination is listed in Exhibit A.
b) Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party. c) This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party, (b) sale of Contractor's business, (c) cancellation of insurance required under the terms of this Agreement, and (d) if, for any reason, Contractor ceases to be licensed or otherwise authorized to do business in the State of California, and the Contractor fails to remedy such defect or defects within thirty (30) days of receipt of notice of such defect or defects. d) The County may terminate this agreement upon 30 days prior written notice to the Contractor. Termination of this Agreement shall not affect the County’s obligation to pay for all fees earned and reasonable costs necessarily incurred by the Contractor as provided in Paragraph 2 herein, subject to any applicable setoffs. 4) Required Licenses, Certificates and Permits

4.1 Any licenses, certificates or permits required by the federal, state, county, or municipal governments for Contractor to provide the services and work described in Exhibit A must be procured by Contractor and be valid at the time Contractor enters into this Agreement. Further, during the term of this Agreement, Contractor must maintain such licenses, certificates and permits in full force and effect. Licenses, certificates and permits may include but are not limited to driver's licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by Contractor at no expense to the County.

4.2 Contractor further certifies to County that it and its principals are not debarred, suspended, or otherwise excluded or ineligible for participation in federal, state or county government contracts. Contractor certifies that it shall not contract with a subcontractor that is so debarred or suspended. 5) Office Space, Supplies, Equipment, Etc.

Unless otherwise provided in Exhibit A, Contractor shall provide such office space, supplies, equipment, vehicles, reference materials and telephone service as is necessary for Contractor to provide the services identified in Exhibit A to this Agreement. County is not obligated to reimburse or pay Contractor for any expense or cost incurred by Contractor in procuring or maintaining such items. Responsibility for the costs and expenses incurred by Contractor in providing and maintaining such items is the sole responsibility and obligation of Contractor. 6) Insurance

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resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including the loss of use.
b) Contractor's obligation to defend, indemnify and hold the County and its agents, officers and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Contractor to procure and maintain a policy of insurance.

7.3 Contractor shall indemnify, defend, and hold harmless and shall be responsible for any and all federal, state, and local taxes, fees, or contributions required to be paid with respect to Contractor and Contractor’s officers, employees, and agents engaged in the performance of this Agreement, including and without limitation unemployment insurance, social security and payroll tax withholding.
8) Status of Contractor
a) All acts of Contractor and its officers, employees, agents, representatives, subcontractors, and all others acting on behalf of Contractor relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of County. Contractor, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of County. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the County. No agent, officer or employee of the County is to be considered an employee of Contractor.

It is understood by both Contractor and County that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture. b) At all times during the term of this Agreement, the Contractor and its officers, employees, agents, representatives or subcontractors are, and shall represent and conduct themselves as, independent contractors and not employees of County.
c) Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to County only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to County’s control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. Contractor is permitted to provide services to others during the same period service is provided to County under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement. d) If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision, and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.
e) It is understood and agreed that as an independent Contractor and not an employee of County, the Contractor and the Contractor's officers, employees, agents, representatives, or subcontractors do not have any entitlement as a County employee, and do not have the right to act on behalf of the County in any capacity whatsoever as an agent, or to bind the County to any obligation whatsoever.
f) It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.

8.7 Contractor retains all of their powers and authority to direct and control to the full extent of the law. Included in but not limited to those duties and powers are the rights to: direct the work of its employees; establish the developmental philosophy, goals, and objectives; ensure the rights and opportunities of children and families; determine the staffing patterns; determine the number and kinds of personnel required; determine the classification of positions; maintain the efficiency of the program operation; determine the curriculum; develop a budget; develop and implement budget procedures. In addition, the Contractors retain the right to hire, assign, evaluate, promote, terminate, and discipline employees, and to take action on any matter in the event of an emergency. The exercise of the foregoing powers, rights, authority, duties, and responsibilities by the Contractors, the adoption of policies, rules, regulation, and practices in furtherance thereof, and the use of judgment and discretion in connection therewith, shall be limited only by the specific and express terms of this Agreement, and then only to the extent such specific and express terms are in conformance with the laws of the State of California. #13..
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This includes any handwriting, typewriting, printing, photostatic, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.
b) Any authorized representative of County shall have access to any writings as defined above for the purposes of making audit, evaluation, examination, excerpts, and transcripts during the period such records are to be maintained by Contractor. Further, County has the right at all reasonable times to audit, inspect or otherwise evaluate the work performed or being performed under this Agreement.
10) Confidentiality
The Contractor agrees to keep confidential all information obtained or learned during the course of furnishing services under this Agreement and to not disclose or reveal such information for any purpose not directly connected with the matter for which services are provided.
11) Nondiscrimination

11.1 Non-Discrimination. During the performance of this Agreement, Contractor, and its officers employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any Federal, State or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religious creed, color, national origin, ancestry, physical or mental disability including perception of a disability, medical condition, genetic information, pregnancy related condition, marital status, gender/sex, sexual orientation, gender identity, gender expression, age (over 40), political affiliation or belief, or military and veteran status. Contractor and its officers, employees, agents, representatives or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the County’s non-discrimination policy; the Fair Employment and Housing Act (Government Code sections 12900 et seq.); California Labor Code sections 1101, and 1102; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulations or the Code of Federal Regulations.

11.2 Contractor shall include the non-discrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement.

Contractor shall not assign or subcontract this Agreement without the express written consent of County. Further, Contractor shall not assign any monies due or to become due under this Agreement without the prior written consent of County. 13) Waiver of Default
Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default.

Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below. 14) Notice
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Any notice, communication, amendment, addition, or deletion to this Agreement, including change of address of either party during the term of this Agreement, which Contractor or County shall be required or may desire to make shall be in writing and may be personally served or, alternatively, sent by prepaid first-class mail to the respective parties as follows:

To County: To Contractor:

Stanislaus County Purchasing Agent
1010 10th Street, Suite 5400
Modesto, CA 95354
15) Conflicts
Contractor agrees that it has no interest and shall not acquire any interest direct or indirect which would conflict in any manner or degree with the performance of the work and services under this Agreement. 16) Severability
If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or county statute, ordinance or regulation; the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable. 17) Amendment
This Agreement may be modified, amended, changed, added to or subtracted from by the mutual consent of the parties hereto if such amendment or change is in written form and executed with the same formalities as this Agreement and attached to the original Agreement to maintain continuity.
18) Entire Agreement
This Agreement supersedes any and all other agreements, either oral or in writing, between any of the parties herein with respect to the subject matter hereof and contains all the agreements between the parties with respect to such matter. Each party acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. 19) Advice of Attorney
Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.
20) Construction
Headings or captions to the provisions of this Agreement are solely for the convenience of the parties, are not part of this Agreement, and shall not be used to interpret or determine the validity of this Agreement. Any ambiguity in this Agreement shall not be construed against the drafter, but rather the terms and provisions hereof shall be given a reasonable interpretation as if both parties had in fact drafted this Agreement.
21) Governing Law and Venue
This Agreement shall be deemed to be made under and shall be governed by and construed in accordance with, the laws of the State of California. Any action brought to enforce the terms or provisions of this Agreement shall have venue in the County of Stanislaus, State of California.

22. Authorized Signature
The person signing this Agreement (“Signatory”) represents and warrants that he or she is duly authorized and has legal capacity to execute this Agreement. Signatory represents and warrants that the execution and delivery of the Agreement and the performance of Contractor’s obligations hereunder has been duly authorized and that the Agreement is a valid and legal agreement binding on Contractor and enforceable in accordance with its terms. #13..
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23. Electronic Signatures
Each party agrees that the electronic signatures (whether digital or encrypted) of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record (including facsimile or email electronic signatures) pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.) as amended from time to time.

24. Certification Regarding Economic Sanctions Pursuant To California State Executive Order N-6-22

24.1 Contractor shall review their investments and contracts to ensure their compliance with economic sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law (collectively, economic sanctions), and to take actions to support the Ukrainian government and people, including by refraining from new investments in, and financial transactions with, Russian institutions or companies that are headquartered or have their principal place of business in Russia (Russian entities), not transferring technology to Russia or Russian entities, and by directly providing support to the government and people of Ukraine.

24.2 County shall terminate any contract with any individual or entity that is in violation of Executive Order N-6- 22 or that is subject to economic sanctions therein, and shall not enter a contract with any such individual or entity while the Order is in effect.

24.3 For contracts valued at $5 million or more, Contractor shall provide a written report to the County regarding compliance with economic sanctions and steps taken in response to Russia’s action in Ukraine, including but not limited to, desisting from making new investments in, or engaging in financial transactions with Russia or Russian entities, and directly providing support to Ukraine, while the Order is in effect. [SIGNATURES SET FORTH ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties or their duly authorized representatives have executed this Agreement on the day and year first hereinabove written.

COUNTY OF STANISLAUS
By: ____________________________________
Dan Wirtz, GSA Director/Purchasing Agent
"County"
APPROVED: BOS Resolution #___________

CONTRACTOR NAME
By: _________________________________
Printed name: ________________________
Title: _______________________________
"Contractor”
APPROVED AS TO CONTENT:
________________ Department
By: ____________________________________
Printed name: ___________________________
Title: __________________________________
APPROVED AS TO FORM:

Thomas E. Boze, County Counsel
By: ____________________________________
, Deputy County Counsel
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EXHIBIT A
A. SCOPE OF WORK
The Contractor shall provide services under this Agreement as follows:
[Use either “Contractor’s proposal” paragraph shown below and include the proposal with the contract, OR type a detailed description of scope of work the contractor will provide under this project.] as set forth in the Contractor’s proposal and scope of work dated _____________________, attached hereto and, by this reference, made a part hereof.

B. COMPENSATION
The Contractor shall be compensated for the services provided under this Agreement as follows:
[Select either the time & materials compensation paragraph or the subsequent lump compensation paragraphs, including the retention paragraph at the end.]
Time & Materials Paragraph
1) Contractor will be compensated on a time and materials basis, based on the hours worked by the Contractor’s employees or subcontractors, multiplied by the current Schedule of Rates attached hereto and, by this reference, made a part hereof; provided, however, the Contractor will provide the County 30-days notice before any change in the rate schedule takes effect. In addition to the aforementioned fees, Contractor will be reimbursed for the following expenses, plus any expenses agreed to by the parties as set forth in a Schedule of Rates attached hereto, that are reasonable, necessary and actually incurred by the Contractor in connection with the services:
(a) Any filing fees, permit fees, or other fees paid or advanced by the Contractor. (b) Expenses, fees or charges for printing, reproduction or binding of documents at actual costs.

Include the following limitation provision no matter which compensation paragraphs are selected above. 4) The parties hereto acknowledge the maximum amount to be paid by the County for services provided under the term of this Agreement shall not exceed $________________, including, without limitation, the cost of any subcontractors, consultants, experts or investigators retained by the Contractor to perform or to assist in the performance of its work under this Agreement.

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VOLUME II

EXHIBIT A

TECHNICAL SPECIFICATIONS / SCOPE OF WORK
PROJECT DEFINITION:

Contractor shall provide all labor, materials, and equipment necessary to deliver complete vehicles to the County, as well as ship parts and materials directly to the County to be installed by Fleet Services.

PROJECT OBJECTIVE:

The County intends to enter into Agreements with an initial effective period of one (1) year. The County reserves the right to extend such Agreement on a year-to-year basis; however, in no case shall the renewal extend beyond four (4) years from the expiration date of the original Agreement. An extension of the term of the Agreement will be made through an amendment to the Agreement. If the extension of the Agreement necessitates additional funding beyond that which was included in the original Agreement, the increase in the compensation to be paid by the County will be made through an amendment to the Agreement and shall be based upon rates provided in the original Agreement and Proposal.

CONTRACTOR QUALIFICATIONS:

(1) Contractor has been in the business of upfitting and modifying law enforcement and emergency response specialty vehicles for a minimum of 1 (one) year.
(2) Contractor has successfully performed upfitting and modification services for 3 or more governmental agencies (please provide reference information).
(3) Manufacturer certification is desired, but not required. Please provide proof of any relevant manufacturer certifications.

PROJECT SCOPE:

1. Vehicle Upfitting Services
Contractor shall provide all labor, materials, and equipment to purchase and install all parts listed.

1.1 Requirements

1.1.1 Upfitting installation work shall be consistently performed across all units (vehicles) with no substantive difference in design, layout, and installation from vehicle to vehicle.

1.1.2 Installation and parts for each vehicle must consist of the specific parts listed (substitutions must be approved in writing by the County in advance) and be consistent in each vehicle type.

1.1.3 Example builds are shown in Exhibits A-1 through A-4. Typical builds may include, but are not limited to, products from these manufacturers:
• Ray Allen Manufacturing
• Troy Products
• Sound Off Signal
• Westin
• Federal Signal
• EVCC
• Truck Vault
• Havis
• Whelen
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• Santa Cruz Gun Locks
• Cole-Hersee
• Blue-Sea
• Kussmaul
• Secure Idle
• Intermotive
• Patrol Power

1.1.4 All wiring connections must be crimped and clearly labeled.

1.1.5 Wirings must be run through the center of the vehicle, under door sills, or above headliner and down pillars.

1.1.6 Contractor must provide upfitting services for each vehicle in timely fashion. Anticipated lead time for each build must be communicated clearly at time of quote.

1.1.7 Contractor shall not let installation work to subcontractors unless agreed upon in advance and only after subcontractors are vetted and approved by the County.

1.2 Pick Up and Delivery
Contractor shall be responsible for picking up vehicles from various County locations and delivering upon completion. If such pick up and delivery by Contractor isn’t possible, Contractor shall contact the County, who may, at the County’s discretion, make other arrangements.

1.3 Guarantee
Contractor shall guarantee in writing that installation will not void vehicle or component factory warranties.

2. Parts Only
Contractor shall provide discounted parts as needed for delivery directly to County locations from parts manufacturers, including but not limited to those listed in Section 1.1.3 above. #13..
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VOLUME II

EXHIBIT B

INSURANCE REQUIREMENTS
[See Attached]
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VOLUME III

BID PROPOSAL DOCUMENTS
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**COMPLETE & RETURN THIS PAGE**

FORM OF BID

STANISLAUS COUNTY GSA PURCHASING DIVISION

BID FORM

TO THE COUNTY OF STANISLAUS
THIS BID IS SUBMITTED BY:
____________________________________________________________________________________ (Firm/Company Name)
Re: County of Stanislaus Law Enforcement and Specialty Vehicle Upfitting Services

1. The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into an agreement with the County of Stanislaus (“County” and “Owner”) in the form included in the Contract Documents (Agreement), to perform and furnish all Work as specified or indicated in the Contract Documents for the Contract Sum and within the Contract Time indicated in this Bid and in accordance with all other terms and conditions of the Contract Documents.

2. Bidder accepts all of the terms and conditions of the Contract Documents, the Notice Inviting Bids, the Instructions to Bidders, including, without limitation, those dealing with the disposition of Bid Security. This Bid will remain subject to acceptance for 60 Days after the day of Bid opening, unless there is a bid protest, then 90 days after the day of Bid opening.

3. Based on the foregoing, Bidder proposes and agrees to fully perform the Work within the time stated and in strict accordance with the Contract Documents for the following sums of money listed in the following Schedule of Bid Prices:

SCHEDULE OF BID PRICES
All Bid items, including lump sums and unit prices, must be filled in completely.

Standard-Order Parts1
Minimum Discount Off List Price: $
Special-Order Parts2
Minimum Discount Off List Price: $
Labor Rates (Per Hour)
Pick-Up/Delivery/Travel: $
Custom Box Fabrication: $
Law Enforcement/Small Vehicle Upfitting/Strip-Outs: $
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Shop Rate: $
Fabrication: $
Mobile Service: $
Vehicle Down/Emergency: $

1. “Standard-Order Parts” refers to parts from manufacturers for whom the contractor is a licensed reseller.

2. “Special-Order Parts” refers to parts from manufacturers for whom the contractor is not a licensed reseller.

4. Subcontractors for work included in all Bid items are listed on the subcontractors list submitted herewith.

5. The undersigned Bidder understands that Owner reserves the right to reject this Bid.

6. Notice of Award or request for additional information may be addressed to the undersigned Bidder at the address set forth below.

IMPORTANT NOTICE: If Bidder or other interested person is a corporation, give the legal name of corporation, state where incorporated, and names of president and secretary thereof; if a partnership, give name of the firm and names of all individual co-partners composing the firm; if Bidder or other interested person is an individual, give first and last names in full.

NAME OF BIDDER: ___________________________________________________________________ ____________________________________________________________________________________ (Place of Incorporation, if Applicable) (Principal)
_____________________________________________
(Principal)
_____________________________________________
(Principal)
I certify (or declare) under penalty of perjury under the laws of the State of California that the foregoing is true and correct. ___________________________________________
(Signature of Bidder)
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NOTE: If Bidder is a corporation, set forth the legal name of the corporation together with the signature of the officer or officers authorized to sign contracts on behalf of the corporation. If Bidder is a partnership, set forth the name of the firm together with the signature of the partner or partners authorized to sign contracts on behalf of the partnership.

Business Address: __________________________________________ __________________________________________
__________________________________________
Contractor’s Representative(s): __________________________________________ (Name/Title)
__________________________________________
(Name/Title)
__________________________________________
(Name/Title)
Officers Authorized to Sign Contracts __________________________________________ (Name/Title)
__________________________________________
(Name/Title)
__________________________________________
(Name/Title)
Telephone Number(s): __________________________________________ (Area Code) (Number)
__________________________________________
(Area Code) (Number)
Fax Number(s): __________________________________________ (Area Code) (Number)
__________________________________________
(Area Code) (Number)
Email Address(es): __________________________________________ __________________________________________
Date of Bid: __________________________________________

END OF DOCUMENT
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**COMPLETE & RETURN THIS PAGE**

ADDENDA ACKNOWLEDGEMENT
Bidder shall complete the below and return with the FORM OF BID:

Addendum No. Dated Date Received Initials ____________
Addendum No. Dated Date Received Initials ____________
Addendum No. Dated Date Received Initials ____________
Addendum No. Dated Date Received Initials ____________
Addendum No. Dated Date Received Initials ____________
Addendum No. Dated Date Received Initials ____________
Bidder's Name (Printed):

Bidder's Signature:

Bidder's Title:

BOND REQUIREMENTS *
Bid Security required NO Amount: $ 10% of the Project Price Performance bond required NO Amount: $ 100%
Payment bond required NO Amount: $ 100%
If required, only the successful Bidder shall submit a performance and payment bond as described in the General Terms and Conditions of this Bid.
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**COMPLETE & RETURN THIS PAGE**

SUBCONTRACTOR LIST
Please any subcontractors you may use to perform upfitting and modification work on County vehicles.

NAME & ADDRESS OF SUBCONTRACTOR CA BUSINESS LIC. # OTHER LIC. # AND TYPE

1.____________________________________________________________________________________________

2.____________________________________________________________________________________________

3. ___________________________________________________________________________________________

4.____________________________________________________________________________________________

5.____________________________________________________________________________________________

6.____________________________________________________________________________________________

7.____________________________________________________________________________________________

8.____________________________________________________________________________________________

9.____________________________________________________________________________________________

10.___________________________________________________________________________________________

11.___________________________________________________________________________________________

12.___________________________________________________________________________________________

13.___________________________________________________________________________________________ 14___________________________________________________________________________________________

15.___________________________________________________________________________________________

16.___________________________________________________________________________________________ (Signed)___________________________________________
Bidder / Prime Contractor
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**COMPLETE & RETURN THIS PAGE**

NON-COLLUSION AFFIDAVIT

TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID
“NONCOLLUSION DECLARATION TO BE EXECUTED BY
BIDDER AND SUBMITTED WITH BID”
The undersigned declares:

I am the ______________________ of _____________________________________________________________, the party making the foregoing bid.

The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true.

The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on _______________[date], at __________________________[city], ______________________[state].”
Bidder's Name (Printed):

Bidder's Signature:

Bidder's Title:
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**COMPLETE & RETURN THIS PAGE**

COUNTY OF STANISLAUS

BIDDER CERTIFICATIONS

TO BE EXECUTED BY ALL BIDDERS AND SUBMITTED WITH BID
The undersigned Bidder certifies to Owner as set forth below.

STATEMENT OF CONVICTIONS
By my signature hereunder, I hereby swear, under penalty of perjury, that no more than one final, unappealable finding of contempt of court by a Federal Court has been issued against Bidder within the past two years because of failure to comply with an order of a Federal Court or to comply with an order of the National Labor Relations Board.

CERTIFICATION OF WORKER’S COMPENSATION INSURANCE
By my signature hereunder, as the Contractor, I certify that I am aware of the provisions of Labor Code Section 3700 that require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Contract.

CERTIFICATION OF NON-DISCRIMINATION
By my signature hereunder, as the Contractor, I certify that there will be no discrimination in employment with regard to race, color, religion, gender, sexual orientation, age or national origin; that all federal, state, and local directives and executive orders regarding non-discrimination in employment will be complied with; and that the principal of equal opportunity in employment will be demonstrated positively and aggressively.

CERTIFICATION OF NON-DISQUALIFICATION
By my signature hereunder, as the Contractor, I swear, under penalty of perjury, that the below indicated Bidder, any officer of Bidder, or any employee of Bidder who has a proprietary interest in such Bidder, has never been disqualified, removed, or otherwise prevented from bidding on, or completing a Federal, State, or local government project because of a violation of law or safety regulation, except as indicated on the separate sheet attached hereto entitled “Previous Disqualifications.” If a statement of “Previous Disqualifications” is attached, please explain the circumstances.

CERTIFICATION OF ADEQUACY OF CONTRACT AMOUNT
By my signature hereunder, as the Contractor, pursuant to Labor Code Section 2810(a), I certify that, if awarded the Contract based on the undersigned’s Bid, the Contract will include funds sufficient to allow the Contractor to comply with all applicable local, state, and federal laws or regulations governing the labor or services to be provided. I understand that Owner will be relying on this certification if it awards the Contract to the undersigned.

CERTIFICATION OF CONTRACT ACCEPTABILITY
By my signature hereunder, as the Contractor, I certify that I have reviewed the Contract Documents and if selected, I will execute the Agreement form in its current form without substantive revisions.

BIDDER:
(Name of Bidder)
Date: ___________________, [20___ ] By:
(Signature)
Name:
(Print Name)
Its:
(Title)

END OF DOCUMENT
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RFP 22-16-AS Page 1 (Rev.2020.08.20)
Vehicle Upfitting Services
Request for Proposal
RFP #22-16-AS

VEHICLE UPFITTING SERVICES
RFP INFORMATION:

PROPOSAL RESPONSE DATE:

June 28, 2022
PROPOSAL RESPONSE TIME:

NO LATER THAN 2:30 P.M.

DELIVER PROPOSAL SUBMITTALS TO:

Stanislaus County GSA Purchasing Division
1010 10th St., Suite 5400
Modesto, CA 95354
Proposers are required to submit one (1) proposal response (including all required attachments) electronically via www.stancounty.com/purchasing/county-bids.shtm.

Failure to do so may cause the proposal to be rejected.

QUESTION DEADLINE: June 23, 2022
Any changes to this Bid are invalid unless specifically modified by Stanislaus County (County) and issued as a separate addendum document. Should there be any question as to changes to the content of this document, County’s copy shall prevail. All addenda and notices related to this solicitation will be posted by County on Public Purchase. In the event this Bid is obtained through any means other than Public Purchase, County will not be responsible for the completeness, accuracy, or timeliness of the final Bid document.
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Vehicle Upfitting Services

TABLE OF CONTENTS
Page Number

1. INTRODUCTION 4

1.1. Statement of Purpose

1.2. Scope of Services

1.3. Contract Duration

1.4. Proposal Deadline

1.5. Nondiscrimination

1.6. Assistance to Proposers with a Disability

2. RFP SCHEDULE OF EVENTS 6

2.1. Schedule of Events

2.2. Pre-Proposal Conference Requirement

2.3. Pre-Proposal Conference

3. GENERAL REQUIREMENTS AND INFORMATION 7

3.1. Proposal Inquiries

3.2. Proposal Format

3.3. Proposals Received Late

3.4. Proposal Errors

3.5. Default or Failure to Perform

3.6. Proposal Security

3.7. Performance Bonds

3.8. Payment Bonds

3.9. County Code

3.10. Cash Discounts

3.11. Timing of Award

3.12. Right of Rejection

3.13. Form of Contract / Exceptions and Alternatives

3.14. Failure to Comply

3.15. Disqualification

3.16. Protest and Appeal Procedures

4. TERMS AND CONDITIONS 12

4.1. Cost of Preparations of Proposal

4.2. Rights to Pertinent Materials

4.3. Public Records Act

4.4. American with Disabilities Act of 1990, Title II

4.5. Modification of Scope of Services

4.6. Right of County to Reject Proposals

4.7. Examination of Proposal Documents

4.8. Insurance Provisions

4.9. Sample Agreement

5. PROPOSAL SUBMITTAL PROCESS 14

5.1. Submittal Documents

5.2. Proposal Submittal

5.3. Proposal Elements
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Vehicle Upfitting Services

6. EVALUATION CRITERIA AND PROPOSER SELECTION 18

6.1. Evaluation of Proposals

6.2. Selection Process

6.3. Evaluation Phases

6.4. Award

7. STANDARD CONTRACT INFORMATION 21

7.1. Contract Approval

7.2. Contract Payments

7.3. RFP and Proposal Incorporated into Final Contract

7.4. Contract Monitoring

7.5. Contract Amendment

7.6. Sample Contract

8. SUBMITTAL DOCUMENTS 32

8.1 Proposal Cover Page

8.2 Proposal Checklist

8.3 Response Clarification Addendum

8.4 Non-Collusion Affidavit

8.5 Local Vendor Preference Notice

8.6 Bond Requirements

8.7 SB854 Notice

9. SCOPE OF WORK ATTACHMENTS 38

• Exhibit A – Scope of Work / Technical Specifications
• Exhibit B – Insurance Requirements
• Exhibit C – Fee / Pricing Schedule
• Exhibit D – Project Schedule
• Bond Requirements (if applicable)
• SB-854 Notice (if applicable)
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RFP 22-16-AS Page 4 (Rev.2020.08.20)
Vehicle Upfitting Services
SECTION ONE—INTRODUCTION

1.1 Statement of Purpose
The County of Stanislaus (County) is seeking proposals from experienced organizations for the provision of vehicle upfitting services on behalf of various County departments.

Contractor shall provide all labor, materials, and equipment to purchase and install all parts listed in Exhibit A (unless noted otherwise), as well as providing parts to deliver directly to the County.

The successful proposer(s) must meet all the requirements and expectations listed, as well as all the general contractual requirements mandated by the County. Any specifications and processes defined in this Request for Proposal (RFP) reflect the current environment, but in no way limit response to this solicitation. However, all proposers must thoroughly explain how their offering meets the minimum service and deliverable expectations specified in the RFP. Award shall be made to the proposer(s) whose proposal is determined in writing to (a) best meet the criteria set forth herein and (b) provide the best value to the County.

This RFP contains instructions governing the requirements for proposals, including the format in which proposal information is to be submitted and the material to be included, the requirements that must be met to be eligible for consideration and the responsibilities of the Proposer before and after implementation.

1.2 Scope of Services
The County has identified certain criteria to be used as a basis for a scope of work, which is set forth in this RFP and specifically in Exhibit A attached hereto and made a part hereof. It is the Proposer’s responsibility to propose a complete Scope of Work that explains in detail the proposer’s offering. This proposed Scope of Work will be used as the basis for negotiating the final Scope of Work for inclusion in the resultant agreement. The RFP contains the minimum list of services and deliverables the selected proposer is expected to provide the County.

1.3 Contract Duration
The County intends to enter into Agreements (Contracts) with the awarded proposers for an initial effective period of three years. The County reserves the right to extend each Contract on a yearto-year basis; however, in no case shall the renewal extend beyond two years from the expiration date of the original Contract. An extension of the term of this Contract will be affected through an amendment to the Contract. If the extension of the Contract necessitates additional funding beyond that which was included in the original Contract, the increase in the County’s maximum liability will also be affected through an amendment to the Contract and shall be based upon rates provided in the original Contract and proposal.

1.4 Other Government/Publicly Funded Agencies
If mutually agreeable to all parties, the issuance of any resultant contract and/or purchase order referencing the scope of services and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. All terms and conditions as specified in the agreement shall apply.

1.5 Proposal Deadline
Original proposals shall be submitted no later than the Proposal Deadline time and date detailed in Section 2 - RFP Schedule of Events. Proposals shall be submitted via the County’s PlanetBids portal at http://www.stancounty.com/purchasing/county-bids.shtm. Failure to do so will cause the #13..
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Vehicle Upfitting Services
proposal to be rejected. Proposers shall respond to the RFP and any exhibits, attachments, or amendments. A Proposer’s failure to submit a proposal as required before the deadline shall cause the proposal to be disqualified.

Proposers assume the risk of the method of dispatch chosen. The County assumes no responsibility for delays caused by any delivery service. Postmarking by the due date shall not substitute for actual proposal receipt by the County. Late proposals shall not be accepted, nor shall additional time be granted to any potential proposer.

Proposals may not be delivered orally, by facsimile transmission, or by other telecommunication means unless specifically requested by Stanislaus County General Services Agency Purchasing Division (Purchasing).

1.6 Nondiscrimination
Stanislaus County does not unlawfully discriminate in violation of any federal, state, or local law, rule, or regulation because of race, religious creed, color, national origin, ancestry, physical or mental disability (including perception of a disability), medical condition, genetic information, marital status, sex, gender (including pregnancy, childbirth, or related medical conditions), gender identity, gender expression, age (over 40), sexual orientation, military and veteran status, political affiliation or belief.

No person shall be excluded from participation in, denied benefits of, discriminated against in the admission or access to, or discriminated against in treatment or employment in the County’s contracted programs or activities on the grounds of disability, age, race, color, religion, sex, national origin, or any other classification protected by federal or California State Constitutional or statutory law. Additionally, no person shall be excluded from participation in, denied benefits of, or otherwise subjected to discrimination in the performance of contracts with the County or in the employment practices of the County’s proposers. Accordingly, all proposers entering into contracts with the County shall, upon request, be required to show proof of such nondiscrimination and to post in conspicuous places, available to all employees and applicants, notices of nondiscrimination.

1.7 Assistance to Proposers with a Disability
Proposers with a disability may receive accommodation regarding the means of communicating this RFP and participating in this procurement process. Proposers with a disability should contact the RFP Point of Contact identified in Section 3.1 to request reasonable accommodation no later than the deadline for accommodation requests detailed in Section 2 - RFP Schedule of Events. #13..
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Vehicle Upfitting Services
SECTION TWO—RFP SCHEDULE OF EVENTS

2.1 Schedule of Events
The following Schedule of Events represents the County’s best estimate of the schedule that shall be followed. Unless otherwise specified, the time of day for the following events shall be prior to 5:00 p.m., Pacific Daylight Time. The County reserves the right, at its sole discretion, to adjust this schedule as it deems necessary.

SCHEDULE OF EVENTS
1 County Issues Request for Proposal (RFP) June 9, 2022 2 Question Deadline June 23, 2022
3 Assistance to Proposers with a Disability Deadline June 23, 2022 4 Submission Deadline (2:30 p.m.) June 28, 2022
5 Mail - Notice of Intent to Award July 8, 2022*
6 Protest Deadline July 15, 2022*
7 Appeals Deadline July 25, 2022*
8 Board of Supervisors Authorizes Contract ETA*
9 Begin Contract Services ETA*
*Denotes tentative date
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RFP 22-16-AS Page 7 (Rev.2020.08.20)
Vehicle Upfitting Services
SECTION THREE—GENERAL REQUIREMENTS AND INFORMATION

3.1 Proposal Inquiries
Questions regarding this proposal shall be made in written form to:

RFP POINT OF CONTACT
Stanislaus County General Services Agency / Purchasing
Division
1010 10th St., Ste. 5400 Modesto, CA 95354-0859
Attention: Abe Souza PH: (N/A – ALL QUESTIONS TO BE IN

WRITING VIA PLANETBIDS)
E-mail:

[email protected]
All inquiries shall be submitted before 5:00 P.M. Pacific Time on the date shown above in Section 2 – Schedule of Events. Responses by the County and any change in requirements will be done in the form of a written Addendum. The receipt of any resulting Addendum must be acknowledged in accordance with the directions on the Addendum. Oral explanations or instructions given before the award of the Contract will not be binding upon the County.

Proposers shall direct any questions or requests for clarification in writing to the RFP Point of Contact (or designee) named above. Proposers seeking information related to this RFP, including the scope of services described herein, obtained from sources other than the RFP Point of Contact (or designee) do so at their own risk. The County cannot be responsible for the completeness, accuracy, or timeliness of such information.

3.2 Proposal Format
Proposals must be submitted in the format identified in Section Five—Proposal Submittal Process.

All items shall be completed and the signatures of all persons signing shall be written in longhand.

The County may reject proposals not submitted in the specified format.

Proposals shall be submitted via the County’s PlanetBids portal at http://www.stancounty.com/purchasing/county-bids.shtm no later than 2:30 P.M.

3.3 Proposals Received Late
Proposals received after the time specified will not be considered for evaluation and will be returned unopened to the respective proposer.

3.4 Proposal Errors
Mistakes in a Proposer’s submittal must be corrected and the correction inserted; the person signing the proposal must initial the correction in ink. The County reserves the right to waive any informalities or minor irregularities in connection with proposals received.

3.5 Default or Failure to Perform
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The principal protection of the County’s interests in the case of default or other failure to perform shall be by means of bonds. Below are descriptions of the types of bonds. No Bonds are required for this RFP unless an alternate option for financial reports is required.

3.6 Proposal Security
If required, proposal security shall take the form of a bond, a cashier check, or a certified check, representing the proposer’s firm commitment to stand behind the RFP price. The proposer’s bond shall be prepared and guaranteed by a California admitted corporate surety made payable to the "County of Stanislaus" or the certified check shall be issued and certified by a responsible bank or banker. As a general rule, the proposer’s security is in the amount of ten percent (10%).

3.7 Performance Bonds
A performance bond may be required to secure fulfillment of all of the proposer’s obligations under the contract. If required, the successful proposer shall file with the County a surety bond satisfactory to the County in the amounts noted prior to the execution of the contract or awarding of an RFP by the County. Bonds shall be duly executed by a responsible corporate surety authorized to issue such bonds in California and secured through an authorized agent with an office in California. Proposer shall pay all bond premiums, costs and incidentals.

3.8 Payment Bonds
If required to assure the proposer’s full discharge of its obligations to sub-proposer, suppliers, and other labor used on the project, the successful proposer shall file with the County a surety bond issued by a California admitted surety in the amounts noted.

3.9 County Code
All provisions of the County Code are applicable to any proposal submitted or contract awarded pursuant thereto. Note: Stanislaus County enacted a Local Vendor Preference in 2008. Please see the Local Vendor Preference Notice attached hereto.

3.10 Cash Discounts
Cash discounts offered for payment in less than twenty (20) days will not be considered as a basis of award. Cash discounts offered for payment in twenty (20) or more days will be subtracted from the total Proposal price for the purposes of the Proposal evaluation. Any cash discount offered by the successful proposer will be accepted by the County, whether or not it was considered as a basis of award. All cash discounts, if taken, shall be computed from the date of delivery or completion and acceptance of material, or from date of receipt of invoice, whichever is latest.

3.11 Timing of Award
Within thirty (30) days after the proposal opening, a Contract may be awarded by the County to the Proposer whose proposal is determined in writing to be the best value to the County, taking into consideration price and adherence to the specifications set forth herein. The time for awarding a contract may be extended at the sole discretion of the County, if required to evaluate proposals or for such other purposes as the County may determine.

3.12 Right of Rejection
The County reserves the right to reject any and all proposals, as it may deem proper in its absolute discretion.
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3.13 Form Contract/Exceptions and Alternatives
The Sample Contract attached to this RFP contains terms and conditions that will become binding upon the successful proposer upon execution of the agreement/contract. This Sample Contract is attached solely for the purpose of informing Proposers of the fixed, predetermined, standard contract provisions with which the successful Proposer will be required to comply.

If the Proposer suggests alternatives or states exceptions to any term or condition in the Contract, or to any provision or requirement of the RFP, such alternative or exception shall be clearly stated and identified in the submitted proposal. Any alternatives or stated exceptions proposed must satisfy all minimum qualifications specified in this RFP. The successful Proposer will otherwise be expected to sign the Contract upon award of the contract. The County expressly reserves the right, in its sole discretion, to (1) reject a proposal containing any exception or alternatives as nonconforming, or (2) accept any proposal alternative or exception and to award a contract based thereon if determined to be in the best interest of the County.

3.14 Failure to Comply
The County cannot accept any proposal that does not comply with all of the above-stated requirements.

3.15 Disqualification
Any of the following may be considered cause to disqualify a Proposer without further consideration:

1. Evidence of collusion among Proposers;

2. Any attempt to improperly influence any member of the Evaluation Committee;

3. A Proposer's default in any operation of a contract/agreement which resulted in termination of that contract/agreement; and/or

4. Existence of any lawsuit, unresolved contractual claim, or dispute between Proposer and the County.

3.16 Protest and Appeal Procedures

3.16.1 General
Potential bidders, proposers, and sub-proposers wishing to protest or appeal procurement or contracting decisions by the County of Stanislaus GSA-Purchasing Division must follow the procedures provided by this section. Protests or appeals that are not submitted in accordance with these procedures will not be reviewed.

Any complaint regarding this procurement must be handled through the administrative processes defined herein. Failure to adhere to or attempting to circumvent or influence these administrative processes by contacting persons other than the Purchasing Agent or designee identified in Section 3.1 of this document, shall result in the protestor’s immediate disqualification from consideration of award.

3.16.2 Definitions
For the purposes of this procedure:

1. "Bid" includes the term "offer" or "proposal" as used in the context of formal, informal, or negotiated procurements.

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3. "Days" means working days of the County of Stanislaus.

4. "Filing Date" or "Submission Date" means the date of receipt by Purchasing.

5. “Interested Party" means an actual or prospective Bidder or Proposer.

6. “Purchasing Agent” means the Stanislaus County Purchasing Agent.

3.16.3 Protest Procedure

1. Any Interested Party may file a written protest with the Purchasing Agent not later than five (5) days after date of mailing a Notice of Intended Award.

2. The protest shall be physically delivered or sent by registered mail to the Purchasing Agent. Emailed requests will not be honored.

3. The protest must be physically received by the Purchasing Agent before 5:00 PM local time on the last day of the five (5) day protest period.

4. The protest filed with the Purchasing Agent shall:
a. Include the name, address, and business telephone number of the protestor; b. Identify the project under protest by name, RFP/quotation/bid number, and RFP/quotation/bid date;
c. Contain a concise statement of the grounds for protest; provided, however, RFP or bid process and procedures, including evaluation criteria, shall not be proper grounds for protest. Concerns related to those issues must be raised and addressed, prior to the bid or proposal opening date to allow adjustments before evaluation of bids or proposals; and
d. Include all supporting documentation, if any. Documentation submitted after filing the protest will not be considered during review of the protest or during any appeal.

3.16.4 Protest Review

1. Upon receipt of a protest, the Purchasing Agent shall review all the submitted materials and shall create and retain a written record of the review. The Purchasing Agent shall respond in writing at least generally to each material issue raised in the protest not later than ten (10) days after receipt of the protest.

2. If the protested procurement involves federal funds, the Purchasing Agent shall give notice to the interested party that he or she has the right to appeal to the appropriate federal agency which shall be identified by name and address. An appeal hereunder shall be filed with the appropriate agency within five (5) working days of the dispatch of rejection notices to the interested parties.

3. Purchasing Agent decisions may be appealed in writing to the Chief Executive Officer or his/her designee(s), with a copy to the Purchasing Agent, not later than ten (10) days after date the Purchasing Agent’s decision is mailed to the protesting party.

However, RFP of bid procedures, including evaluation criteria, shall not be proper grounds for an appeal. A bid appeal review committee comprised of the Chief Executive Officer or designee, the Chairman and Vice Chairman of the Board shall review and decide the appeal based on the grounds and documentation set forth in the original protest to the Purchasing Agent. The County may share the protest and appeal materials with other proposers and may request them to comment on the protest and #13..
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appeal. The appealing party may be represented by legal counsel if desired. Each party shall bear its own costs and expenses involved in the protest and appeal process, including any subsequent litigation. The decision of the bid appeal review committee shall be final.
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SECTION FOUR—TERMS AND CONDITIONS

4.1 Cost of Preparation of Proposal
The County shall not pay costs incurred in the proposal preparation, printing, or demonstration process. All such costs shall be borne by the Proposer.

4.2 Rights to Pertinent Materials
All responses, inquiries, and correspondence relating to the RFP and all reports, charts, coverage maps, displays, schedules, exhibits, and other documentation produced by the Proposer that are submitted as part of the proposal shall become the property of the County after the proposal submission deadline.

Proposers shall be responsible for identifying information in their responses deemed to be confidential under the California Public Records Act. To the extent that the County agrees with that designation, such information shall be held in confidence whenever possible. All other information shall be considered public after the award of the RFP.

4.3 Public Records Act
Stanislaus County is a local agency subject to the Public Records Act. As such, the County is required to disclose any Records related to the conduct of the public’s business, unless there is a statutory exception. All proposals become public information no later than after the award of the RFP, with the exception of those portions of a proposal that are identified at the time of the submittal by the Proposer as “Confidential” or “Proprietary” and which are reasonably deemed by the County as not being public documents that must be disclosed under applicable sections of the California Public Records Act and other appropriate statues and regulations.

Proposers who are not publicly owned must submit proof of financial profitability and stability with their proposal.

The County has taken the position that Financial Statements such as these are exempt from disclosure under the Public Records Act under California Public Contract Code section 10165 and 20101. As such, the County maintains the confidentiality of these documents, and does not release them to third parties unless court ordered to do so.

4.4 American with Disabilities Act of 1990, Title II
Stanislaus County is a local agency subject to Title II of the Americans with Disabilities Act. As such, the County is required to comply with the requirements of Title of the ADA. Title II requires State and local governments to make their programs and services accessible to persons with disabilities. While many individuals with disabilities are able to take part in various government programs and activities without any accommodations, for many others their disabilities combined with environmental obstacles impose significant barriers to an equal opportunity to participate. The ADA protests the civil rights of people with disabilities against discrimination on the basis of disability. Title II of the ADA outlines the ways in which environmental, communication, and policy barriers must be addressed by Stanislaus County and those who enter into contracts with the County.

4.5 Modification of Scope of Services
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The Scope of Services may be amended to meet available funding or to best meet the needs of the County. In the event that any additional services are required as identified herein, the County reserves the right to add such services by amending the Contract.

4.6 Right of County to Reject Proposals
The County reserves the right to reject any and all proposals or any part of the proposals, to waive minor defects or technicalities, or to solicit new proposals on the same project or on a modified project which may include portions of the originally proposed project as the County may deem necessary.

All proposals received after the time specified in this Notice will not be considered and will be returned unopened.

4.7 Examination of Proposal Documents
Proposers shall carefully examine the specification and satisfy themselves as to their sufficiency and shall not at any time after submission of the proposal, dispute or complain of such Specifications and the directions explaining or interpreting them. Any questions or concerns that arise shall be submitted in writing to the contact person identified in Section 3.1 prior to the question deadline.

Should a Proposer find discrepancies in, or omissions from, the specifications, or should the undersigned be in doubt as to their meaning, the undersigned shall at once notify GSA-Purchasing.

Notification is to be in written form and must be submitted at least ten (10) days prior to the proposal closing date. Any interpretations by the County will be made in the form of a written Addendum.

Any change in requirements will also be done in the form of a written Addendum. The receipt of any resulting Amendment must be acknowledged in accordance with the directions on the Amendment. Oral explanations or instructions given before the award of the Contract will not be binding.

4.8 Insurance Provisions
The "Insurance Provisions" contained in the attached EXHIBIT B are hereby made a part of this RFP and any resultant contract. The proposer shall acknowledge in their proposal responses their ability to meet these insurance requirements. All exceptions to the insurance requirements must be communicated in writing and included with the proposal response. The proposer awarded the Agreement shall provide the County with a Certificate of Insurance and endorsements meeting the requirements of the attached EXHIBIT B.

4.9 Sample Contract
A Sample Contract is attached for the purpose of informing the proposer of the County’s standard contract provisions with which the successful proposer will be required to comply and, with the exception of the insurance requirements set forth therein and described in detail in section 4.7 above, do not constitute requirements of this RFP. These provisions are subject to revision by the County at any time prior to the signing of the Contract.

The submission of a proposal shall be considered an offer to contract, and should the proposer be awarded a contract, shall signify the proposer’s agreement to be bound by all the terms, conditions (including insurance requirements), and specifications set forth in this RFP and in the various proposal documents, unless specifically noted otherwise in the proposal, and subsequently agreed to in writing by the County.
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SECTION FIVE—PROPOSAL SUBMITTAL PROCESS

5.1 Submittal Documents
Proposers shall complete and submit the following documents in response to this RFP:

1. Signed Proposal Cover Page;

2. Proposal Checklist;

3. Local Vendor Preference form;

4. Exceptions to the terms and conditions of this RFP, if any;

5. Exceptions to the Sample Contract, if any;

6. Signed Non-Collusion Affidavit;

7. Response Clarification Addendum;

8. W-9;

9. Financial Report;

10. Qualification Proposal;

11. Pricing Proposal.

5.2 Proposal Submittal
One (1) electronic proposal shall be submitted to GSA-Purchasing via PlanetBids at the time specified in this RFP.

All proposals shall contain all of the elements set forth in Section 5.3 and shall be submitted in separate files, each clearly identifying the project name and number. The envelopes/packages shall be marked as follows:

Part One – Financial Report
Part Two – Qualification Proposal
Part Three – Pricing Proposal

5.3 Proposal Elements
Proposers shall address the proposal elements below:

5.3.1 Part One - Financial Report
The Financial Report is required to be submitted with the electronic proposal via www.stancounty.com/purchasing/county-bids.shtm.

Prior to any contracts being issued a Proposer must demonstrate to the County’s satisfaction that its company is financially sound. Proposers shall submit a Financial Report showing proof of financial profitability and stability, including their most recent audited financial statements. If a Proposer is not a public corporation, it too shall submit proof of financial profitability and stability with verifiable financial information of a nature comparable to audited financial statements. In some cases an alternate option may be made available upon the discretion of the Purchasing department. Contact Purchasing for more information prior to the proposal response date.

The Financial Report shall be submitted in its own electronic file, marked “FINANCIAL REPORT”. Proposers must submit one (1) copy of Financial Reports which includes detailed information about the proposer’s financial condition, including:

1. Audited financial statements for the three (3) most-recent fiscal years for which the statements are available, and interim if available. The statements must include balance #13..
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sheet, income statement, and a statement of cash flows. Statements must be complete with opinion, notes, management letters, and conform to Generally Accepted Accounting Practices (GAAP). If no audited statements are available, explain why and submit unaudited financial statements. Statement of Income and Retained Earnings, for the three (3) most-recent fiscal years, prepared by an independent auditing firm.

2. The percent of proposer’s annual revenue that this contract would represent.

Note: Proposers may not submit income tax returns in lieu of the above requested items.

5.3.2 Part Two - Qualification Proposal
One (1) Qualification Proposal is required to be uploaded electronically via www.stancounty.com/purchasing/county-bids.shtm.

Submit via www.stancounty.com/purchasing/county-bids.shtm:

One (1) electronic copy of the Qualification Proposal is required. The Qualification Proposal file shall be marked “QUALIFICATION PROPOSAL”. The Qualification Proposal shall consist of items 1 – 11 listed above, and shall contain all the elements set forth below:

1. Evidence of Proposer’s authority to conduct business within the State of California.

2. Proposer’s Number of years in business providing the services requested by this RFP.

3. Indicate the primary contacts (and management hierarchy) that will be available for all aspects of services under this RFP:

3.1 Provide a list of all sub-consultants that will be providing services to the Proposer for the completion of the Scope of Work and describe the role they will perform. Include for each sub-consultant:

3.2 The firm’s name, name of the key representative, address, valid California Contractor business license number and telephone number; or

3.3 If no sub-consultant(s) will be used, include a statement stating thus.

4. Identify whether, during the prior five (5) years, any of Proposer’s principals have been involved in litigation or arbitration of any kind relating to services similar to those requested by this RFP. If yes, provide the name of the public agency and briefly detail the dispute.

5. Identify whether Proposer has had a service agreement terminated for convenience or default in the prior five years. If yes, provide details of contact information for each contract, including: names, addresses, telephone numbers and the reason for termination.

6. Identify whether Proposer’s firm, owners, and/or any principal or manager involved in, or is Proposer aware of, any pending litigation regarding professional misconduct or bad faith, and provide details.

7. Identify whether Proposer’s firm, owners, and/or any principals or managers are involved in or aware of any pending disciplinary action and/or investigation conducted by any local, state, or federal agency, and provide details. #13..
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8. Provide a list of at least (3) references for projects completed in the past five (5) years for government agencies to whom Proposer provided services similar to those requested by this RFP, including:

8.1 Client name, contact person, and current telephone number;

8.2 Project description and location;

8.3 Description of services provided;

8.4 Budget performance;

8.5 Schedule performance;

8.6 Key personnel involved; and

8.7 Sub-consultants employed.

9. Submit a technical proposal describing the detailed scope of work that will be completed to accomplish the Scope of Work outlined in this RFP. The technical proposal shall include a description of Proposer’s understanding of the specific project goals and requirements with highlights of those goals and requirements that are particularly significant to the project and the delivery of services;

10. Brief history of the firm, including ownership structure, key principals, and current organization structure:

10.1 History of the proposer’s overall capabilities.

10.2 Firms’ Recent and related experience and expertise performing services requested by this RFP.

10.3 Provide information on proposer’s current work load, facilities, resources, and experience that clearly demonstrates proposer’s ability to successfully complete the Project within the time constraints stated.

11. Indicate the primary contacts (and management hierarchy) that will be available for all aspects of services under this RFP:

11.1 Attach resumes of the individuals who will be assigned to this project.

Include certifications and licenses of individuals.

11.2 Provide an overview of the staffing plan.

11.3 Provide a list of all sub-consultants that will be providing services to the proposer for the completion of the Scope of Work and describe the role they will perform. Include for each sub-consultant:

11.3.1 The firm’s name, name of the key representative, address, valid California Contractor’s license
number, and telephone number.

11.3.2 If no sub-consultant(s) will be used, include a
statement stating thus.
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Proposal documents not identified above shall be included in a section labeled “Other RFP documents.”

5.3.3 Part Three - Pricing Proposals
One (1) Pricing Proposal is required to be uploaded electronically via www.stancounty.com/purchasing/county-bids.shtm prior to the due date.

The Pricing Proposal shall be submitted in its own electronic file, marked “PRICING PROPOSAL”.

Proposers are required to submit one (1) Pricing Proposal in original response only, which shall include the following:

1. A document that details the total cost in U.S. dollars to the County for the proposal being submitted.

2. Proposers shall provide the Agreement Budget and Budget Narrative within the time allotment for completing the scope of work outlined in the RFP. This shall form the basis for payments to the successful proposer, as well as for adjustments to the value of the Agreement in the event the scope of work varies from that proposed.

3. The proposer shall provide Agreement Budget and Budget Narrative to complete the project in the timeframe indicated in Section I, Item 1.3; Contract Duration. Should the County and the successful proposer mutually agree to renew the Agreement, the budget provided by the proposer in its RFP response for the subsequent years shall be utilized.

4. All costs incurred and billed to the County, including labor, materials, overhead and profit shall be included within the Pricing Proposal.
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SECTION SIX—EVALUATION CRITERIA AND PROPOSER SELECTION

6.1 Evaluation of Proposals
This section identifies the selection process, evaluation criteria, and steps that shall be used in evaluating Proposer responses. Award shall be made to the Proposer whose proposal is determined in writing to (a) best meet the criteria set forth herein and (b) provide the best value to the County. The following describes the evaluation process and associated components.

6.2 Selection Process
The County shall establish an Evaluation Committee (EC) composed of representatives from the County for the purpose of evaluating the proposals received in response to this RFP. The County may elect to include as part of the Committee qualified representatives from other agencies or entities.

The EC shall be responsible for performing the evaluations of each proposal, including an evaluation of the proposed cost. Each member of the EC shall rate the proposals separately unless the proposals are technical in nature. In such cases a subject matter expert may be called upon to score that section of the RFP for all proposals. The scores of each member of the EC shall then be averaged to provide a total score for each of the proposers.

Proposal documentation requirements set forth in this RFP are designed to provide guidance to the proposer concerning the type of information that shall be used by the EC. Proposers shall be prepared to respond to requests by the EC for oral presentations, facility surveys, and other items deemed necessary to assist in the detailed evaluation process. Proposers are advised that the County, at its option, may award this proposal on the basis of the initial proposals.

6.3 Evaluation Phases
It is anticipated that the following steps will be performed by the Evaluation Committee (EC) in evaluating proposals; however, a strict observance to the evaluation steps is not required. A description of each evaluation step is provided below:

6.3.1 Phase I: Evaluate Proposal Submission and Financials (Pass/Fail) Phase I is a pass/fail evaluation of submission completeness (“responsiveness”) and the financial viability of the Proposer. GSA-Purchasing will conduct a pass/fail analysis of (a) each submitted proposal package for completeness and (b) the financial stability of each Proposer based upon the Financial Report submitted. During Phase I, the Pricing Proposals will remain unopened and be retained by Purchasing. Upon completion of its analysis, Purchasing will forward the qualification proposals submitted by Proposers who passed Phase I to the Evaluation Committee (EC). The Pricing Proposals will remain with Purchasing until the EC has completed the evaluation of the Qualification Proposals.

6.3.2 Phase II: Qualification Proposal Evaluation
In Phase II, the EC will review and evaluate the Qualification Proposals, and each Proposer will be given a score. During this phase, reference checks will be performed, and Proposers may be interviewed. Should the County exercise the option to interview, only those Proposers judged by the EC to be the most qualified to perform the work contemplated herein shall be placed on an "interview list." Those Proposers on the interview list shall be requested to make a formal presentation of their proposals to the #13..
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County. On the basis of the oral presentation and the written proposal, the evaluators shall make a final ranking of potential Proposers.

In cases where the County has not already specified interviews as part of the Phase II evaluation process, and where Phase II scoring of any of the three top-rated proposers fall within 5% of one another, mandatory interviews of those three top-rated proposers shall be automatically triggered. The scoring for such interviews will be treated as bonus points, with the total possible points awarded to each of the three proposers limited to 5% of the published RFP points total. After such interviews, the scores for these top three proposers shall be recalculated and finalized separately from the other proposers who did not qualify for the interview process.

6.3.3 Phase III: Proposed Pricing
In Phase III, Purchasing shall evaluate pricing proposals using a weighted average, with the lowest price assigned 100% of the points possible.

In determining the amount proposed by each proposer, the County shall disregard the mathematical errors in addition, subtraction, multiplication and division that appear obvious on the face of the proposal. When an item price is required to be set forth in the proposal and the total for the item set forth separately does not agree with a figure which is derived by multiplying the item price times the County's estimate of the quantity of work to be performed for said item, the item price shall prevail over the sum set forth as the total for the item unless, in the sole discretion of the County, such a procedure would be inconsistent with the policy of the proposal procedure. The total paid for each such item of work shall be based upon the item price and not the total price.

Should the proposal contain only a total price for the item and the item price is omitted, the County shall determine the item price by estimated quantities of work to be performed as items of work. If the proposal contains neither the item price nor the total price for the item, then it shall be deemed incomplete and the proposal shall be disregarded.

6.3.4 Calculation of Final Score
Upon completion of all phases of the evaluation process, the scores shall be totaled. The proposals shall be evaluated on the following categories considering the maximum weight possible for each category as listed below:

EVALUATION CATEGORIES MAXIMUM POINTS

PHASE I PASS/FAIL
PHASE I – Review and Evaluate Financials
Notify Proposers Not Proceeding onto Phase II PASS/FAIL PHASE II 100 MAXIMUM POINTS
Proposer’s Response
• Ability to procure specified components at discount
• Ability to complete work on vehicles in timely manner 35 #13..
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Qualifications
• Manufacturer certifications& familiarity with components • Warranty offered for installation
• Performance of manufacturer warranty work
• Ability to pick up and deliver vehicles
35 Understanding the Project
• Relevant experience with other government agencies
• References
30 PHASE III 20 MAXIMUM POINTS
Phase III – Pricing Proposal 20
TOTAL POSSIBLE POINTS: 120

6.4 Award
Award will be made to the Proposers whose proposals best meets the criteria set forth herein and provides the best value to the County, with price and all other factors considered. #13..
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SECTION SEVEN - STANDARD CONTRACT INFORMATION

7.1 Contract Approval
The RFP and the selection processes do not obligate the County and do not create rights, interests, or claims of entitlement in the apparent best evaluated Proposer. Contract award and County obligations pursuant thereto shall commence only after the contract is signed by the Proposer, the Purchasing Agent, and by all other County officials as required by County ordinances and regulations to establish a legally binding contract.

7.2 Contract Payments

Contract payments shall be made in accordance with the payment terms and conditions set forth in the final contract. No payment shall be made until the contract is fully executed and approved as required by County ordinances and regulations. Under no conditions shall the County be liable for payment of any type associated with the contract or responsible for any work done by the proposer regardless of whether work was done in good faith and upon verbal direction to proceed with the delivery of services, if such direction occurs before (a) the contract start date specified by the contract or (b) contract approval by County officials as required by applicable statutes and rules of the County of Stanislaus.

7.3 RFP and Proposal Incorporated into Final Contract
This RFP and the successful proposal shall be incorporated into the final contract.

7.4 Contract Monitoring
The County may employ all reasonable means to ensure that the services are progressing and being performed in compliance with the Contract. At reasonable times, the County may inspect those areas of the successful proposer’s leased space that are related to the performance of the contract. If the County requires such an inspection, the successful proposer shall provide reasonable access and assistance.

The County shall name an administrative liaison (Owner’s Representative) to function as the Contractor’s primary contact for daily operations. In addition, County shall designate one administrator who has final responsibility for administration of the contract and resolution of any disputes.

7.5 Contract Amendment
During the course of this contract, the County may request the successful proposer to perform additional work for which the successful proposer would be compensated. Such work shall be within the general scope of this RFP. In such instances, the County shall provide a written description of the additional work, and the successful proposer shall submit a time schedule for accomplishing the additional work and a price for the additional work based on the rates included in the successful proposer’s response to this RFP. If the County and the successful proposer reach an agreement regarding the work and associated compensation, said Contract shall become effective by means of a Contract amendment. Any such amendment requiring additional work must be mutually agreed upon by the parties and signed by the successful proposer and the head of the procuring County agency and must be approved by other County officials as required by County laws and regulations. The successful proposer shall not commence additional work until the County has issued a written contract amendment and secured all required approvals.

7.6 Sample Contract:
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AGREEMENT
FOR

Recitals
WHEREAS, the County has a need for services involving _____________________; WHEREAS, the Contractor is specially trained, experienced and competent to perform and has agreed to provide such services; and
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties hereby agree as follows:

Terms and Conditions
1) Scope of Work
a) The Contractor shall furnish to the County upon execution of this Agreement or receipt of the County's written authorization to proceed, those services and work set forth in Exhibit A. b) All documents, drawings, and written work product prepared or produced by the Contractor under this Agreement, including without limitation electronic data files, are the property of the Contractor; provided, however, the County shall have the right to reproduce, publish and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Contractor may copyright the same, except that, as to any work which is copyrighted by the Contractor, the County reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so. c) Services and work provided by the Contractor at the County'srequest under this Agreement will be performed in a timely manner consistent with the requirements and standards established by applicable federal, state and County laws, ordinances, regulations, and resolutions, and in accordance with a schedule of work set forth in Exhibit A. If there is no schedule, the hours and times for completion of said services and work are to be set by the Contractor; provided, however, that such schedule is subject to review by and concurrence of the County.
2) Consideration
a) County shall pay Contractor as set forth in Exhibit A. b) Except as expressly provided in Exhibit A of this Agreement, Contractor shall not be entitled to nor receive from County any additional consideration, compensation, salary, wages or other type of remuneration for services rendered under this Agreement. Specifically, Contractor shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, disability retirement benefits, sick leave, vacation time, paid holidays or other paid leaves of absence of any type or kind whatsoever.
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c) County will not withhold any Federal or State income taxes or Social Security tax from any payments made by County to Contractor under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of Contractor. County has no responsibility or liability for payment of Contractor's taxes or assessments. d) Pursuant to Penal Code section 484b and to Business and Professions Code section 7108.5, the Contractor must apply all funds and progress payments received by the Contractor from the County for payment of services, labor, materials or equipment to pay for such services, labor, materials or equipment.

Pursuant to Civil Code section 1479, the Contractor shall direct or otherwise manifest the Contractor’s intention and desire that payments made by the Contractor to subcontractors, suppliers and materialmen shall be applied to retire and extinguish the debts or obligations resulting from the performance of this Agreement.
3) Term
a) The term of this Agreement shall be from the date of approval of this Agreement until completion of the agreed upon services unless sooner terminated as provided below or unless some other method or time of termination is listed in Exhibit A.
b) Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party's option, may terminate this Agreement by giving written notification to the other party.
c) This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party, (b) sale of Contractor's business, (c) cancellation of insurance required under the terms of this Agreement, and (d) if, for any reason, Contractor ceases to be licensed or otherwise authorized to do business in the State of California, and the Contractor fails to remedy such defect or defects within thirty (30) days of receipt of notice of such defect or defects. d) The County may terminate this agreement upon 30 days prior written notice to the Contractor. Termination of this Agreement shall not affect the County’s obligation to pay for all fees earned and reasonable costs necessarily incurred by the Contractor as provided in Paragraph 2 herein, subject to any applicable setoffs.
4) Required Licenses, Certificates and Permits

4.1 Any licenses, certificates or permits required by the federal, state, county or municipal governments for Contractor to provide the services and work described in Exhibit A must be procured by Contractor and be valid at the time Contractor enters into this Agreement. Further, during the term of this Agreement, Contractor must maintain such licenses, certificates and permits in full force and effect.

Licenses, certificates and permits may include but are not limited to driver's licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by Contractor at no expense to the County.

Contractor certifies that it shall not contract with a subcontractor that is so debarred or suspended. 5) Office Space, Supplies, Equipment, Etc.
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Unless otherwise provided in Exhibit A, Contractor shall provide such office space, supplies, equipment, vehicles, reference materials and telephone service as is necessary for Contractor to provide the services identified in Exhibit A to this Agreement. County is not obligated to reimburse or pay Contractor for any expense or cost incurred by Contractor in procuring or maintaining such items. Responsibility for the costs and expenses incurred by Contractor in providing and maintaining such items is the sole responsibility and obligation of Contractor.
6) Insurance

Coverage Required: Contractor shall obtain, and maintain at all times during the term of this Agreement, insurance coverage in the amounts and coverage specified in the attached “Exhibit B.” 7) Defense and Indemnification
a) To the fullest extent permitted by law, Contractor shall indemnify, hold harmless and defend the County and its agents, officers and employees from and against all claims, damages, losses, judgments, liabilities, expenses and other costs, including litigation costs and attorneys’ fees, arising out of, resulting from, or in connection with the performance of this Agreement by the Contractor or Contractor's officers, employees, agents, representatives or subcontractors including those resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including the loss of use.
b) Contractor's obligation to defend, indemnify and hold the County and its agents, officers and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Contractor to procure and maintain a policy of insurance.

7.3 Contractor shall indemnify, defend and hold harmless and shall be responsible for any and all federal, state and local taxes, fees, or contributions required to be paid with respect to Contractor and Contractor’s officers, employees, and agents engaged in the performance of this Agreement, including and without limitation unemployment insurance, social security and payroll tax withholding. 8) Status of Contractor
a) All acts of Contractor and its officers, employees, agents, representatives, subcontractors and all others acting on behalf of Contractor relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers or employees of County. Contractor, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of County. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the County. No agent, officer or employee of the County is to be considered an employee of Contractor. It is understood by both Contractor and County that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture. b) At all times during the term of this Agreement, the Contractor and its officers, employees, agents, representatives or subcontractors are, and shall represent and conduct themselves as, independent contractors and not employees of County.
c) Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to County only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to County's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of #13..
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performing the services under this Agreement. Contractor is permitted to provide services to others during the same period service is provided to County under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.
d) If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor.

All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor. e) It is understood and agreed that as an independent Contractor and not an employee of County, the Contractor and the Contractor's officers, employees, agents, representatives or subcontractors do not have any entitlement as a County employee, and do not have the right to act on behalf of the County in any capacity whatsoever as an agent, or to bind the County to any obligation whatsoever. f) It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.

8.7 Contractor retains all of their powers and authority to direct and control to the full extent of
the law. Included in but not limited to those duties and powers are the rights to: direct the work of its employees; establish the developmental philosophy, goals, and objectives; ensure the rights and opportunities of children and families; determine the staffing patterns; determine the number and kinds of personnel required; determine the classification of positions; maintain the efficiency of the program operation; determine the curriculum; develop a budget; develop and implement budget procedures. In addition, the Contractors retain the right to hire, assign, evaluate, promote, terminate, and discipline employees, and to take action on any matter in the event of an emergency. The exercise of the foregoing powers, rights, authority, duties, and responsibilities by the Contractors, the adoption of policies, rules, regulation, and practices in furtherance thereof, and the use of judgment and discretion in connection therewith, shall be limited only by the specific and express terms of this Agreement, and then only to the extent such specific and express terms are in conformance with the laws of the State of California.

8.8 As an independent Contractor, Contractor hereby indemnifies and holds County harmless from any and all claims that may be made against County based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement. 9) Records and Audit
a) Contractor shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photostatic, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.
b) Any authorized representative of County shall have access to any writings as defined above for the purposes of making audit, evaluation, examination, excerpts and transcripts during the period such records are to be maintained by Contractor. Further, County has the right at all reasonable times to audit, inspect or otherwise evaluate the work performed or being performed under this Agreement. #13..
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10) Confidentiality
The Contractor agrees to keep confidential all information obtained or learned during the course of furnishing services under this Agreement and to not disclose or reveal such information for any purpose not directly connected with the matter for which services are provided. 11) Nondiscrimination

11.1 Non-Discrimination. During the performance of this Agreement, Contractor and its officers employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any Federal, State or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religious creed, color, national origin, ancestry, physical or mental disability including perception of a disability, medical condition, genetic information, pregnancy related condition, marital status, gender/sex, sexual orientation, gender identity, gender expression, age (over 40), political affiliation or belief, or military and veteran status. Contractor and its officers, employees, agents, representatives or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the County’s non-discrimination policy; the Fair Employment and Housing Act (Government Code sections 12900 et seq.); California Labor Code sections 1101, and 1102; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulations or the Code of Federal Regulations.

11.2 Contractor shall include the non-discrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement.

11.3 Contractor shall provide a system by which recipients of service shall have the opportunity to express and have considered their views, grievances, and complaints regarding Contractor's delivery of services.
12) Assignment
This is an agreement for the services of Contractor. County has relied upon the skills, knowledge, experience and training of Contractor and the Contractor's firm, associates and employees as an inducement to enter into this Agreement. Contractor shall not assign or subcontract this Agreement without the express written consent of County. Further, Contractor shall not assign any monies due or to become due under this Agreement without the prior written consent of County. 13) Waiver of Default
Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below. 14) Notice
Any notice, communication, amendment, addition or deletion to this Agreement, including change of address of either party during the term of this Agreement, which Contractor or County shall be required or may desire to make shall be in writing and may be personally served or, alternatively, sent by prepaid first-class mail to the respective parties as follows:
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To County: To Contractor:

Stanislaus County Purchasing Agent
1010 10th Street, Suite 5400
Modesto, CA 95354
15) Conflicts
Contractor agrees that it has no interest and shall not acquire any interest direct or indirect which would conflict in any manner or degree with the performance of the work and services under this Agreement.
16) Severability
If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or county statute, ordinance or regulation; the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.
17) Amendment
This Agreement may be modified, amended, changed, added to or subtracted from by the mutual consent of the parties hereto if such amendment or change is in written form and executed with the same formalities as this Agreement and attached to the original Agreement to maintain continuity. 18) Entire Agreement
This Agreement supersedes any and all other agreements, either oral or in writing, between any of the parties herein with respect to the subject matter hereof and contains all the agreements between the parties with respect to such matter. Each party acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding.
19) Advice of Attorney
Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice. 20) Construction
Headings or captions to the provisions of this Agreement are solely for the convenience of the parties, are not part of this Agreement, and shall not be used to interpret or determine the validity of this Agreement. Any ambiguity in this Agreement shall not be construed against the drafter, but rather the terms and provisions hereof shall be given a reasonable interpretation as if both parties had in fact drafted this Agreement.
21) Governing Law and Venue
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This Agreement shall be deemed to be made under and shall be governed by and construed in accordance with, the laws of the State of California. Any action brought to enforce the terms or provisions of this Agreement shall have venue in the County of Stanislaus, State of California.

24. Certification Regarding Economic Sanctions Pursuant To California State Executive Order N-6-22

24.2 County shall terminate any contract with any individual or entity that is in violation of Executive Order N-6-22 or that is subject to economic sanctions therein, and shall not enter a contract with any such individual or entity while the Order is in effect.

24.3 For contracts valued at $5 million or more, Contractor shall provide a written report to the County regarding compliance with economic sanctions and steps taken in response to Russia’s action in Ukraine, including but not limited to, desisting from making new investments in, or engaging in financial transactions with Russia or Russian entities, and directly providing support to Ukraine, while the Order is in effect.
[SIGNATURES SET FORTH ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties or their duly authorized representatives have executed this Agreement on the day and year first hereinabove written. #13..
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COUNTY OF STANISLAUS
By:____________________________________
Dan Wirtz, GSA Director/Purchasing Agent
"County"
APPROVED: BOS Resolution #___________

CONTRACTOR NAME
By: _________________________________
Printed name: ________________________
Title: _______________________________
"Contractor”
APPROVED AS TO CONTENT:
________________ Department
By:____________________________________
Printed name: ___________________________
Title:__________________________________
APPROVED AS TO FORM:

Thomas E. Boze, County Counsel
By:____________________________________
, Deputy County Counsel
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B. COMPENSATION
The Contractor shall be compensated for the services provided under this Agreement as follows:
[Select either the time & materials compensation paragraph or the subsequent lump compensation paragraphs, including the retention paragraph at the end.] Time & Materials Paragraph
1) Contractor will be compensated on a time and materials basis, based on the hours worked by the Contractor’s employees or subcontractors, multiplied by the current Schedule of Rates attached hereto and, by this reference, made a part hereof; provided, however, the Contractor will provide the County 30-days notice before any change in the rate schedule takes effect. In addition to the aforementioned fees, Contractor will be reimbursed for the following expenses, plus any expenses agreed to by the parties as set forth in a Schedule of Rates attached hereto, that are reasonable, necessary and actually incurred by the Contractor in connection with the services:
(a) Any filing fees, permit fees, or other fees paid or advanced by the Contractor. (b) Expenses, fees or charges for printing, reproduction or binding of documents at actual costs.

Lump sum Paragraphs
2) Contractor will be compensated on a lump sum basis for each task as set forth in the proposal and scope of work dated ______________________, attached hereto and, by this reference, made a part hereof. In addition to the aforementioned fees, Contractor will be reimbursed for the following expenses, plus any expenses agreed to by the parties as set forth in a Schedule of Rates attached hereto, that are reasonable, necessary and actually incurred by the Contractor in connection with the services:
(a) Any filing fees, permit fees, or other fees paid or advanced by the Contractor. (b) Expenses, fees or charges for printing, reproduction or binding of documents at actual costs.
3) The County shall retain ten (10) percent of all periodic or progress payments made to the Contractor until completion and acceptance of all work tasks. #13..
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Include the following limitation provision no matter which compensation paragraphs are selected above. 4) The parties hereto acknowledge the maximum amount to be paid by the County for services provided under the term of this Agreement shall not exceed $________________, including, without limitation, the cost of any subcontractors, consultants, experts or investigators retained by the Contractor to perform or to assist in the performance of its work under this Agreement.

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SECTION EIGHT – SUBMITTAL DOCUMENTS

8.1 The following attached forms must be completed and included in the Proposal Submittal:
• Proposal Cover Page
• Proposal Submittal Checklist
• Response Clarification Addendum
• Non-Collusion Affidavit to be Executed by Proposer and Submitted • Non-Collusion Affidavit Signature Page
• Bond Requirements (if applicable)
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PROPOSAL COVER PAGE
Please return this checklist with Request for Proposal submittal packet.

The undersigned certifies and declares that any and all statements and information in the attached proposal are true and correct.

RFP PROPOSER’S INFORMATION
Name of Proposing Agency:

Primary Contact for Proposing Agency:

Project Name: Vehicle Upfitting Services RFP #: 22-16-AS RFP Closing Date: June 28, 2022 Business Address:

City: Zip Code: State:

Phone: Fax #:

Taxpayer ID #: Business License #:

Email: Other License # (CSLB, etc.):

Department of Industrial Relations (DIR) Registration # (if applicable):

Sub -Consultant/Subcontractor(s) Name and License Numbers a.
b.
c.
d.

Date Signed:

Print Name:

Signature: Initials:

Title:
**SIGN & RETURN THIS PAGE**
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PROPOSAL SUBMITTAL CHECKLIST
Please return this checklist with Request for Proposal submittal packet.

SUBMITTAL CHECKLIST
YES NO
1 Signed Proposal Cover Page
2 Signed Proposal Checklist (this document)
3 Local Vendor Preference Notice
4 Exceptions to the terms and conditions of this RFP, if any 5 Exceptions to the Sample Contract, if any
6 Signed Non-Collusion Affidavit
7 Response Clarification Addendum
8 W9 form Request for Taxpayer Identification Number and Certification 9 One (1) separately sealed envelope marked “FINANCIAL REPORTS” (original hard-copy submittal only)
10 One (1) original in a separately sealed package marked "QUALIFICATION PROPOSAL" (original hard-copy and electronic submittals)
11 One (1) original in a separately sealed envelope marked “PRICING PROPOSAL" (original hard-copy and electronic submittals) Date Signed:

Print Name:

Signature: Initials:

Title:
**SIGN & RETURN THIS PAGE**
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RESPONSE CLARIFICATION ADDENDUM

RESPONSE CLARIFICATION ADDENDUM
Addendum Number Dated Date Received Initials
Print Proposers Name:

Proposers Signature:

Title:

Signed addenda/addendum to be included in the RFP response. If an addenda/addendum is issued, the Proposer shall complete the above form and return it with the RFP response. **SIGN & RETURN THIS PAGE**
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NON-COLLUSION AFFIDAVIT

TO BE EXECUTED BY PROPOSER AND SUBMITTED WITH RFP
(Title 23 United States Code Section 112 and
Public Contract Code Section 7106)
To the County of Stanislaus, Stanislaus County Purchasing Division:

In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the Proposer declares that the RFP is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any Proposer or anyone else to put in a sham proposal or that anyone shall refrain from proposing; that the Proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the Proposer or any other Proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other Proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the Proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, proposal, depository, or to any member or agent thereof to effectuate a collusive or sham proposal.

DECLARATION UNDER PENALTY OF PERJURY
The undersigned Proposer declares and certifies under the penalty of perjury: that the only persons or parties interested in this RFP as principals are those named herein as Proposer, that he/she holds the position indicated below as a corporate officer or the owner or a partner in the business entity submitting this proposal; that the undersigned has examined the “General Conditions and Instructions to Proposers” and the specifications; that the undersigned is informed of all the relevant facts surrounding the preparation and submission of this RFP, that the undersigned (if awarded a contract) will execute and fully perform the contract for which the proposals are called; that the undersigned will perform all the work and/or furnish all the materials specified in the contract, in the manner and time therein prescribed, and according to the requirements as therein set forth; and that the undersigned will take in full payment therefore, the prices set forth in the pricing schedule of the contract; that the undersigned knows and represents and warrants to the County of Stanislaus that this proposal is prepared and submitted without collusion with any other person, business entity, or corporation with any interest in this proposal. (Please sign on the following page)
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NON-COLLUSION AFFIDAVIT

TO BE EXECUTED BY PROPOSER AND SUBMITTED WITH RFP
I declare under penalty of perjury that the foregoing is true and correct.

RFP PROPOSER’S INFORMATION
Name of Proposer:

Primary Contact for Proposing Agency:

Business Address:

City: Zip Code: State:

Phone: Fax #:

Taxpayer ID #: Business License #:

Department of Industrial Relations (DIR)
Registration # (if applicable):

E-mail:

Type of Business:

Individual doing business under own name Corporation
Individual doing business using a firm name Partnership Joint Venture—attach agreement
Date Signed:

Print Name:

Signature: Initials:

Title:

To be signed by authorized corporate officer or partner or individual submitting the proposal.

The above Non-Collusion Affidavit is part of the RFP. Signing this RFP on the signature portion thereof shall also constitute signature of this Non-Collusion Affidavit. Proposers are cautioned that making a false certification may result in criminal prosecution. **SIGN & RETURN THIS PAGE**
SECTION NINE – INFORMATIONAL ATTACHMENTS
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9.1 The following attached informational documents are attached hereto and made a part of this RFP:
• Exhibit A – Scope of Work / Technical Specifications
• Exhibit A1 – Example Unit 1
• Exhibit A2 – Example Unit 2
• Exhibit A3 – Example Unit 3
• Exhibit A4 – Example Unit 4
• Exhibit B – Insurance Requirements
• Bond Requirements (if applicable)
• SB-854 Notice (if applicable)
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RFP 22-16-AS Page 39 (2019.02.07)
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EXHIBIT A

SCOPE OF SERVICES

1. Vehicle Upfitting Services
Contractor shall provide all labor, materials, and equipment to purchase and install all parts listed.

1.1 Requirements

1.1.1 Upfitting installation work shall be consistently performed across all units with no substantive difference in design, layout, and installation from vehicle to vehicle.

1.1.2 Installation and parts for each vehicle must consist of the specific parts listed (no substitutions) and be consistent in each vehicle type.

1.1.3 Full description of the parts used for these installations are located on Exhibits A-1 through A-4 and include but are not limited to products from these manufacturers:
• Ray Allen Manufacturing
• Troy Products
• Sound Off Signal
• Westin
• Federal Signal
• EVCC
• Truck Vault
• Havis
• Whelen
• Santa Cruz Gun Locks
• Cole-Hersee
• Blue-Sea
• Kussmaul
• Secure Idle
• Intermotive
• Patrol Power

1.1.4 All wiring connections must be crimped and clearly labeled.

1.1.5 Wirings must be run through the center of the vehicle, under door sills, or above headliner and down pillars.

1.1.6 Contractor must provide upfitting services for each vehicle in timely fashion (ideally, no more than five (5) business days per vehicle). The time starts when work commences on vehicle at Contractor’s location unless other terms are agreed upon.

1.1.7 Contractor shall not let installation work to subcontractors unless agreed upon in advance and only after subcontractors are vetted and approved by the County.

1.2 Pick Up and Delivery
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If possible, Contractor shall be responsible for picking up vehicles from various County locations and delivering upon completion.

1.3 Guarantee
Contractor shall guarantee in writing that installation will not void vehicle or component factory warranties.

2. Parts Only
Contractor shall provide discounted parts as needed for delivery directly to County locations from manufacturers listed in Section 1.1.3 above. #13..
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EXHIBIT B

INSURANCE REQUIREMENTS - REFER TO RFP EXHIBIT B
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BOND REQUIREMENTS
Section 3, General Requirements and Information, describes the specific security/bonding requirements. If required, only the successful Proposer shall submit a performance and payment bond as described in this RFP.

BOND REQUIRED
Proposal Security required Yes No Amount 10% of the Project Price Performance Bond required Yes No Amount 100% of the Project Price Payment Bond required Yes No Amount 100% of the Project Price

FOR COUNTY USE ONLY
Proposal was opened on the following date and at the prescribed place.

FOR COUNTY USE ONLY
Cashiers or Certified Check drawn on a California Bank. Yes No Surety Bond Yes No
Date:

Stanislaus County General Services Agency Purchasing Division Title:
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Stanislaus County Non-PW Bid Document (Rev. 2023.02.02)

Page 1 of 35 ends

General Services Agency
Purchasing Division
1010 10th Street, Suite #5400
Modesto, CA 95354
Phone: (209) 525-6319
Fax: (209) 525-7787

INVITATION TO BID
BID# 23-36-AS

LAW ENFORCEMENT AND SPECIALTY VEHICLE UPFITTING SERVICES BID INFORMATION:

BID RESPONSE DATE:

JUNE 27, 2023
BID RESPONSE TIME (BID DEADLINE):

NO LATER THAN 2:30 p.m.

DELIVER BID RESPONSES TO:

NO PRE-BID CONFERENCE WILL TAKE PLACE FOR THIS PROJECT
MANDATORY ATTENDANCE AT PRE-BID CONFERENCE: N/A
If attendance is mandatory, failure to attend this conference will result in rejection of bid.

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BID # 23-36-AS

LAW ENFORCEMENT AND SPECIALTY VEHICLE UPFITTING SERVICES Bid Documents. Volume I, II and III (listed below) contain the full description of the work and requirements.

VOLUME I:

Notice Inviting Bids
Instructions to Bidders
General and Special Conditions
Contract
VOLUME II:

Exhibit A: Technical Specifications or Scope of Work
Exhibit B: Insurance Requirements
VOLUME III:

Form of Bid
Acknowledgement of Addenda
Subcontractor List
Noncollusion Affidavit
Contractor Certifications

There is not a mandatory pre-bid conference.

Project Description: The County of Stanislaus (County) is seeking bids from qualified and experienced Contractors to provide upfitting services for various law enforcement and specialty vehicles.

Contract Time: The Work of the contract is to be completed in a timely manner as directed by the County’s Project Manager.

County’s Representative: If you have questions about the bid, please contact the County’s Representative: Abe Souza ([email protected]).
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INSTRUCTIONS TO BIDDERS

SCHEDULE OF EVENTS
1 County Issues Invitation to Bid June 1, 2023
2 Question Deadline (see Page 1 for time) June 9, 2023
3 Submission Deadline (see Page 1 for time) June 27, 2023 4 Mail - Notice of Intent to Award* June 30, 2023
5 Protest Deadline (5:00 PM)* July 7, 2023
6 Appeals Deadline* July 17, 2023
7 Board of Supervisors Authorizes Contract* August 8, 2023 #13..
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12) Materials Or Equipment Specified By Name. When any materials or equipment is indicated or specified by patent or proprietary name or by the name and catalogue number of the manufacturer, it shall be considered as used for convenience in describing the material or equipment desired. The use of an alternative material or equipment which is of equal quality and of the required characteristics for the purpose intended may be permitted. Request for such substitution shall be made in writing by the Contractor within seven (7) days after bid opening. Failure by the Contractor to request substitution within seven (7) days after bid opening constitutes an agreement by Contractor to furnish only the materials or equipment listed in the Contract Documents. Until and unless such substitutions are accepted by the County’s Representative, no deviations from the specifications shall be allowed. The burden of proof as to the quality and suitability of the alternative shall be upon the Contractor. The County shall be the sole judge as to the quality and suitability of alternative materials or equipment, and its decision shall be final.
13) Bid Protests. Any Bid or procurement protest (“Protest”) in connection with the contract or work must be submitted in writing to the Stanislaus County Purchasing Agent located at 1010 10th Street, Suite 5400, Modesto, CA 95354, before the earlier of the following dates: 2:00 PM of the fifth Business Day following issuance of the Notice of Intent to Award or within five (5) working days after the protesting party knows, or should have known, of the occurrence of the action #13..
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which is protested. The Protest shall be followed by an email to the Purchasing Manager at [email protected].

If the protest is not resolved by mutual agreement, the Purchasing Agent will issue a written decision on the protest. The decision will set forth the reasons for the decision.

12. Debarment. Contractor represents and warrants, to the best of its knowledge and belief, that neither Contractor nor any of its Principals (“Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity) is presently debarred, suspended, proposed for debarment, voluntarily excluded, or involuntarily excluded from receiving a contract from any federal, state or local government or agency, nor has it been declared ineligible for the award of contracts by any federal, state, or local government or agency, nor does it appear on any federal, state or local government’s Excluded Parties List System. Contractor shall provide immediate written notice to the County if, at any time Contractor learns that this representation was erroneous when submitted or has become erroneous by reason of changed circumstances. The representations and warranties above are a material representation of fact upon which reliance was placed when entering into this Agreement. If it is later determined that Contractor knowingly made a false representation, in addition to other remedies available to County, County may terminate this Agreement. #13..
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VOLUME I:

Notice Inviting Bids
Instructions to Bidders
General and Special Conditions
Contract
VOLUME II:

Exhibit A: Technical Specifications or Scope of Work
Exhibit B: Insurance Requirements
VOLUME III:

Form of Bid
Acknowledgement of Addenda
Subcontractor List
Noncollusion Affidavit
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The bid shall be signed by the Contractor if an individual, by a member of the partnership, or by an officer of a corporation authorized to sign contracts in its behalf. If made by a corporation, the bid shall show the name of the State under the laws of which the corporation is chartered or organized. b) Bidders are warned against making erasures or alterations of any kind on their bid. Bids which contain omissions, erasures, alterations, conditions, or additions not called for may be rejected. c) Bidders are required to submit one (1) original and one (1) additional copy of their bid (including all required attachments) to the address set forth in the Notice Inviting Bids and one (1) electronic copy via www.stancounty.com/purchasing/county-bids.shtm. Bid bids shall clearly identify the project name, BID number, and BID response date on the outside of the package, and be delivered in a sealed package. Failure to comply with the instructions may cause the bid to be treated as nonresponsive. 8) WITHDRAWAL OF BID: A bid may be withdrawn at any time prior to the hour fixed in the Notice to Contractors for the opening of bids by a written request of the bidder, filed with the County. The withdrawal of a bid will not prejudice the right of a bidder to file a new bid within the time prescribed. 9) OPENING OF BIDS: Bids will be opened and then read publicly at the time and place indicated in the Notice to Contractors, or as soon thereafter as is reasonable. Bidders or their representatives and others interested are invited to be present. 10) BIDDER’S BOND/SECURITY: Not applicable.
11) CONSIDERATION OF BIDS:
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a) After the bids have been opened and read, they will be checked for accuracy and compliance with these Contract Documents.
b) Bid prices shall include everything necessary for the completion of fulfillment of the Contract, including, but not limited to, furnishing all materials, equipment, tools, labor and services, except as may be provided otherwise in the Contract Documents. When a price is quoted in both words and figures, the words shall prevail in case of a discrepancy. Bid prices shall include all taxes, including, but not limited to, all Federal, State, and local taxes. c) County reserves the right to reject any and all bids and to waive any minor irregularity in a bid. 12) COMPETENCY OF BIDDER: The bidder shall be licensed under the provisions of Chapter 9, Division 3, of the Business and Professions Code of the State of California to do the type of work contemplated in the Project and shall be skilled and regularly engaged in the general class or type of work called for under this contract. 13) DISQUALIFICATION OF BIDDERS: More than one bid in the same project trade component from any individual, firm, partnership, corporation, or association, under the same or different names, will not be considered. Reasonable grounds for believing that any bidder is interested in more than one bid for the work will cause the rejection of all bids in which such bidder is interested. If there is reason to believe that collusion exists among the bidders, none of the participants in such collusion will be considered. Any bid in which the prices obviously are unbalanced may be rejected. 14) MISTAKE; RELIEF OF BIDDERS: Attention is directed to the provisions of Public Contract Code section 5100, and following, concerning relief of bidders, and in particular to the requirement therein that if the bidder claims a mistake was made in Contractor's bid, the bidder shall give the County written notice within five (5) days after opening of the bids of the alleged mistake, specifying in the notice in detail how the mistake occurred. 15) AWARD OF CONTRACT: The contract(s), if awarded, will be awarded to the lowest responsible bidder(s) who meets the minimum qualifications identified herein and is(are) fully compliant with the requirements and terms of the competitive selection process. The County reserves the right to reject all bids. 16) RETURN OF BIDDER’S SECURITY: Not applicable.
17) SIGNING OF CONTRACT AND DELIVERY OF BONDS AND INSURANCE:
a) INSURANCE. A Contract shall be signed by the successful bidder on the form provided and returned to the County, within ten (10) days after delivery of the Contract forms. b) CONTRACT BONDS: Not applicable.
18) NOTIFICATION OF SURETY COMPANIES: Not applicable.
19) INSURANCE: Within ten (10) days of County’s delivery of the Notice of Award, the Contractor shall furnish a Certificate of Insurance substantiating the fact that Contractor has taken out the insurance as provided in Exhibit B of Volume II of the Contract Documents.
20) FAILURE TO COMPLY WITH REQUIREMENTS. If the bidder to whom the award is made fails or refuses, within ten (10) calendar days from the delivery of the Notice of Award to enter into the Contract, and/or fails to provide insurance certificates in a form acceptable to the County, the County may then award the Contract to the next lowest-priced responsive and responsible bidder.
21) PRE-CONSTRUCTION CONFERENCE: Not applicable.
22) INTENT OF PLANS AND SPECIFICATIONS OR SCOPE OF WORK: It is the intent of these Contract Documents that the work performed under the Contract shall result in a complete operating system in satisfactory working condition with respect to the functional purposes of the installation, and no extra compensation will be allowed for anything omitted but fairly implied. The prices paid for the various items in the bid shall include full compensation for furnishing all labor, materials, tools, equipment, overhead, profit, incidentals, and doing all work necessary to complete the finished product as provided in the Contract Documents.
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A Purchase Order shall constitute authority for the Contractor to begin work on quoted vehicles, upon condition that the Contractor has strictly complied with all requirements of these Contract Documents, including but not limited to, furnishing all required documentation and certificates of insurance. b) When the Contractor has started work on the Project, the Contractor shall diligently prosecute the work to completion within the time limit provided in the Contract Documents. c) Liquidated damages are set forth in the Special Conditions. 27) SCHEDULE OF VALUES AND PAYMENTS:
a. Contractor shall invoice County immediately upon Contractor’s receipt of invoice from Contractor’s parts vendors, including:
a) For part lines represented by Contractor, Contractor’s invoice shall identify list pricing and County’s discount;
b) For part lines not represented by Contractor (“special order”), Contractor’s invoice shall identify wholesale cost to Contractor and fixed markup cost to County; c) The invoice shall describe the services rendered and hours billed for each task and all costs incurred. b. After receipt of parts invoice from Contractor, County shall pay on Net 30 terms. c. County payment to Contractor shall be made by check or ACH or wire transfer. 28) RESPONSIBILITY FOR ACCURACY: The Contractor shall obtain all necessary measurements for and from the work, and shall check dimensions, elevations, and grades for all layout and construction work and shall supervise such work, the accuracy for all of which Contractor shall be responsible. Each subcontractor shall adjust, correct, and coordinate Contractor's work with the work of others so that no discrepancies will result in the whole work. Contractor shall be responsible for verifying that all information and data contained and set forth in all of Contractor's submittals that may be required by the Contract Documents, comply in all respects with the Contract Documents. 29) EFFECT OF INSPECTION OR USE: Neither the inspection by an inspector, County, County’s Representative, Construction Manager, architect, engineer, or anyone acting in their behalf (“County Parties”), nor any measurement, approved modification, submittal, shop drawing, order, or certificate, nor acceptance of any part or whole of the work, or payment of money, nor any possession or use by the County or its agents, shall operate as a waiver of any provisions of the Contract or of any power or authority reserved therein, or of any right to damages thereunder; nor shall the waiver of any breach of this Contract be held to be a waiver of any subsequent or other breach. 30) INSPECTION: The County and its authorized representatives shall have access to all records necessary to perform a complete audit of the Contractor for the purposes of verifying that the invoices submitted were accurate, complete, and current. The County shall have the right to examine and copy those books, records, documents, papers and other supporting #13..
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35) COST AND PRICING DATA: All cost and pricing data submitted by the Contractor to the County with respect to any work, change, prospective or completed, or any claim for extra compensation shall be a true, complete, accurate, and current representation of actual cost and pricing of the work. The County’s Representative or his or her authorized representative may require a formal certification as to cost and pricing data submitted by the Contractor. Certification shall be in the form acceptable to County.
36) PROCEED WITH WORK: Notwithstanding the making of any Claim or the existence of any dispute regarding any Claim, Contractor shall not cause any delay, cessation, or termination in or of Contractor's performance of the work but shall diligently proceed with performance of the work in accordance with the Contract Documents. 37) ACCESS TO RECORDS: The County’s Representative and/or County, or their authorized representatives, shall have access, upon reasonable notice, during normal business hours, to Contractor and subcontractors' books, documents and accounting records, including but not limited to, bid worksheets, bids, subcontractor bids and bids, estimates, cost accounting data, accounting records, payroll records, time sheets, cancelled checks, profit and loss statements, balance sheets, project correspondence including but not limited to all correspondence between Contractor and its sureties and subcontractors/vendors, project files, scheduling information, and other records of the Contractor and all subcontractors directly or indirectly pertinent to the work, original as well as change and claimed extra work, to verify and evaluate the accuracy of cost and pricing data submitted with any Change Order, prospective or completed, or any Claim for which additional compensation has been requested or notice of potential Claim has been tendered. Such access shall include the right to examine and audit such records, and make excerpts, transcriptions, and photocopies at County's cost. 38) TEMPORARY SUSPENSION OF WORK: The County shall have the authority to suspend the work wholly or in part for such period as it may deem necessary, due to unsuitable weather, lack of adherence to safety regulations, or to any other conditions it considers unfavorable for the suitable prosecution of the work, or for such time as it may deem necessary, due to the failure on the part of the Contractor to carry out orders given or to perform any provisions of the Contract, or for any other reason. The Contractor shall immediately comply with such written order of the County to suspend the work wholly or in part.
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The Contractor shall immediately replace or repair any unsafe equipment, or correct any other dangerous or hazardous situation that may exist or that the County’s Representative may indicate. Failure of the County’s Representative to suspend the work or notify the Contractor of the inadequacy of the safety precautions or noncompliance with the law shall not relieve the Contractor of this responsibility. (b) When requested by County or required by safety regulations, Contractor shall submit a proposed safety program which outlines the precautions to be taken by contractor to ensure the safety of County employees and the public.
48) PROTECTION OF MATERIALS AND EQUIPMENT: The Contractor shall protect the work, materials, and equipment from damage due to the nature of the work, the action of the elements, trespassers, or other causes. The Contractor shall properly store materials and equipment, and erect such temporary structures as are required to protect them from damage, including, but not limited to, construction fencing.
49) AIR POLLUTION CONTROL: The Contractor shall comply with all air pollution control rules, regulations, ordinances, and statutes which apply to any work performed pursuant to the Contract, including any air pollution control rules, #13..
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51) STORM WATER POLLUTION PREVENTION PLAN: Contractor shall ensure that a storm water pollution prevention plan is initiated, maintained, and enforced in accordance with all regulations, local ordinances, and agencies, throughout duration of the Project.
52) PROTECTION AGAINST PATENT CLAIMS: The Contractor shall assume all costs arising from the use of patented materials, equipment, devices, or processes used on or incorporated in the work. 53) LIABILITY OF OFFICIALS: Neither the County, the County’s Representative, nor any officers, employees, agents, or representatives of the County, nor any of them, shall be responsible for any liability arising under this Contract, except such obligations as are specifically set forth herein.
54) CONTRACTOR NOT AN AGENT OF COUNTY: The right of general supervision shall not make the Contractor an agent of the County, and the liability of the Contractor for all damages to persons or to public or private property arising from the performance of the work shall not be lessened because of such general supervision. 55) ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to Section 4552 of the Government Code of the State of California, contractor or subcontractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15), or under Cartwright Act (Chapter 2, commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the contract. 56) PROPERTY RIGHTS IN MATERIAL: Nothing in this Contract shall be construed as vesting in the Contractor any right of property in the materials used, after they have been installed, attached, or affixed to the work, but all such materials shall be the property of the Contractor and the County jointly as their interest may appear, and cannot be removed from the work without the consent of the County.
57) CONTRACTOR'S EQUIPMENT: The Contractor shall provide adequate and suitable equipment and means of construction to meet all the requirements of the work, including completion within the time allotted. Only equipment suitable to produce the quality of work required will be permitted to operate on the project, and specific types of equipment may be requested on component parts of the work. In any case where the use of a particular type or piece of equipment has been banned, or in cases where the County’s Representative has condemned for use on the work, any piece or pieces of equipment, the Contractor shall promptly remove such equipment from the site of the work. Failure to do so within a reasonable time may be considered a breach of contract.
58) CLAIMS:
a) A Claim is any request by Contractor to adjust, alter, modify, or otherwise change the Contract Sum or the Contract Time, or both. A Claim must be stated with specificity, including identification of the event or occurrence giving rise to the Claim, the date of the event, and the asserted effect on the Contract Sum and the Contract Time, if any. The Claim shall include adequate supporting data. Adequate supporting data for a Claim for an adjustment of the Contract Time shall include scheduling data demonstrating the impact of the event on the critical path and completion of the Project. Adequate supporting data for a Claim for an adjustment in the Contract Sum shall include a detailed cost breakdown of items included within the Claim and documentation supporting each item of cost. b) The parties agree that the County's exercise of its rights to order changes in the work, regardless of the extent and number of changes, or to suspend the work, is within the contemplation of the parties and shall not be the basis for any Claim for Compensable Delay. The rights of the Contractor to adjustments of the Contract Time and the Contract Sum, based on changes ordered in the work or suspension of the work, shall be solely governed by this provision. 59) FALSE CLAIMS:
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Each of the piggyback institutions or departments will issue their own purchasing documents for the goods, equipment #13..
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and/or services. Contractor agrees that County shall bear no responsibility or liability for any agreements between Contractor and the other Institution(s) who desire to exercise this option. h) This Contract shall bind and inure to the heirs, devisees, assignees, and successors in interest of Contractor, and to the successors in interest of County, in the same manner as if such parties had been expressly named herein. i) This Contract shall be governed by the laws of the State of California. j) If any one or more of the provisions contained in the Contract should be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
k) The Contract Documents constitute the full and complete understanding of the parties, and supersede any previous agreements or understandings, oral or written, with respect to the subject matter hereof. The Contract may only be modified by a written instrument signed by both parties. l) All headings, captions and titles are for convenience and reference only, and of no meaning in the interpretation or effect of this contract.
m) Contractor agrees to assigns to County all its first-tier subcontracts now or hereafter entered into by Contractor for performance of any part of the work. The assignment will be effective upon acceptance by County in writing, and only as to those subcontracts which County designates in writing. Such assignment is part of the consideration to County for entering into the Contract with Contractor and may not be withdrawn. n) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.
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SPECIAL CONDITIONS

2) HOURS OF WORK. Work on this project shall take place during Contractor’s normal operating hours unless otherwise approved by the County’s Representative.

5) SAFETY REQUIREMENTS:
a) All General or Prime Contractors will be responsible for their Employees, and subcontractors, and must enforce all safety regulations set forth by the County and Cal-OSHA. This will include all safety wear and equipment necessary to provide a safe work environment for all workers and the public in and around the job site. b) The use of safety wear and equipment, such as eye protection, ear protection, and other required safety equipment will be strictly enforced.
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All Contractors are responsible for their equipment and must ensure that it is safe and in good working order.

Material Safety Data Sheets for any materials used on the project are required per OSHA standards. c) Work attire will be neat and clean and will meet OSHA requirements. d) A visitor identification badge will be worn at all times if within County’s facilities if required by County. 6) GRANT REQUIREMENTS: NOT APPLICABLE
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SAMPLE FORM
This document will be utilized by the County for issuance to the Lowest Responsive Bidder during the 10 Day “Notice of Intent to Award” for the Bidder to complete and submit.

AGREEMENT
FOR

Terms and Conditions
1) Scope of Work
a) The Contractor shall furnish to the County upon execution of this Agreement or receipt of the County’s written authorization to proceed, those services and work set forth in Exhibit A. b) All documents, drawings, and written work product prepared or produced by the Contractor under this Agreement, including without limitation electronic data files, are the property of the Contractor; provided, however, the County shall have the right to reproduce, publish and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Contractor may copyright the same, except that, as to any work which is copyrighted by the Contractor, the County reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, and use such work, or any part thereof, and to authorize others to do so. c) Services and work provided by the Contractor at the County's request under this Agreement will be performed in a timely manner consistent with the requirements and standards established by applicable federal, state and County laws, ordinances, regulations and resolutions, and in accordance with a schedule of work set forth in Exhibit A. If there is no schedule, the hours and times for completion of said services and work are to be set by the Contractor; provided, however, that such schedule is subject to review by and concurrence of the County. 2) Consideration
a) County shall pay Contractor as set forth in Exhibit A. b) Except as expressly provided in Exhibit A of this Agreement, Contractor shall not be entitled to nor receive from County any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement. Specifically, Contractor shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, disability retirement benefits, sick leave, vacation time, paid holidays, or other paid leaves of absence of any type or kind whatsoever. c) County will not withhold any Federal or State income taxes or Social Security tax from any payments made by County to Contractor under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of Contractor. County has no responsibility or liability for payment of Contractor’s taxes or assessments.
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8.7 Contractor retains all of their powers and authority to direct and control to the full extent of the law. Included in but not limited to those duties and powers are the rights to: direct the work of its employees; establish the developmental philosophy, goals, and objectives; ensure the rights and opportunities of children and families; determine the staffing patterns; determine the number and kinds of personnel required; determine the classification of positions; maintain the efficiency of the program operation; determine the curriculum; develop a budget; develop and implement budget procedures. In addition, the Contractors retain the right to hire, assign, evaluate, promote, terminate, and discipline employees, and to take action on any matter in the event of an emergency. The exercise of the foregoing powers, rights, authority, duties, and responsibilities by the Contractors, the adoption of policies, rules, regulation, and practices in furtherance thereof, and the use of judgment and discretion in connection therewith, shall be limited only by the specific and express terms of this Agreement, and then only to the extent such specific and express terms are in conformance with the laws of the State of California. #13..
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11.2 Contractor shall include the non-discrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement.

Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below. 14) Notice
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To County: To Contractor:

22. Authorized Signature
The person signing this Agreement (“Signatory”) represents and warrants that he or she is duly authorized and has legal capacity to execute this Agreement. Signatory represents and warrants that the execution and delivery of the Agreement and the performance of Contractor’s obligations hereunder has been duly authorized and that the Agreement is a valid and legal agreement binding on Contractor and enforceable in accordance with its terms. #13..
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24. Certification Regarding Economic Sanctions Pursuant To California State Executive Order N-6-22

24.3 For contracts valued at $5 million or more, Contractor shall provide a written report to the County regarding compliance with economic sanctions and steps taken in response to Russia’s action in Ukraine, including but not limited to, desisting from making new investments in, or engaging in financial transactions with Russia or Russian entities, and directly providing support to Ukraine, while the Order is in effect. [SIGNATURES SET FORTH ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties or their duly authorized representatives have executed this Agreement on the day and year first hereinabove written.

COUNTY OF STANISLAUS
By: ____________________________________
Dan Wirtz, GSA Director/Purchasing Agent
"County"
APPROVED: BOS Resolution #___________

Thomas E. Boze, County Counsel
By: ____________________________________
, Deputy County Counsel
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VOLUME II

EXHIBIT A

TECHNICAL SPECIFICATIONS / SCOPE OF WORK
PROJECT DEFINITION:

PROJECT OBJECTIVE:

CONTRACTOR QUALIFICATIONS:

PROJECT SCOPE:

1. Vehicle Upfitting Services
Contractor shall provide all labor, materials, and equipment to purchase and install all parts listed.

1.1 Requirements

1.1.1 Upfitting installation work shall be consistently performed across all units (vehicles) with no substantive difference in design, layout, and installation from vehicle to vehicle.

1.1.2 Installation and parts for each vehicle must consist of the specific parts listed (substitutions must be approved in writing by the County in advance) and be consistent in each vehicle type.

1.1.3 Example builds are shown in Exhibits A-1 through A-4. Typical builds may include, but are not limited to, products from these manufacturers:
• Ray Allen Manufacturing
• Troy Products
• Sound Off Signal
• Westin
• Federal Signal
• EVCC
• Truck Vault
• Havis
• Whelen
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• Santa Cruz Gun Locks
• Cole-Hersee
• Blue-Sea
• Kussmaul
• Secure Idle
• Intermotive
• Patrol Power

1.1.4 All wiring connections must be crimped and clearly labeled.

1.1.5 Wirings must be run through the center of the vehicle, under door sills, or above headliner and down pillars.

1.1.6 Contractor must provide upfitting services for each vehicle in timely fashion. Anticipated lead time for each build must be communicated clearly at time of quote.

1.1.7 Contractor shall not let installation work to subcontractors unless agreed upon in advance and only after subcontractors are vetted and approved by the County.

1.3 Guarantee
Contractor shall guarantee in writing that installation will not void vehicle or component factory warranties.

2. Parts Only
Contractor shall provide discounted parts as needed for delivery directly to County locations from parts manufacturers, including but not limited to those listed in Section 1.1.3 above. #13..
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VOLUME II

EXHIBIT B

INSURANCE REQUIREMENTS
[See Attached]
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VOLUME III

BID PROPOSAL DOCUMENTS
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**COMPLETE & RETURN THIS PAGE**

FORM OF BID

STANISLAUS COUNTY GSA PURCHASING DIVISION

BID FORM

SCHEDULE OF BID PRICES
All Bid items, including lump sums and unit prices, must be filled in completely.

Standard-Order Parts1
Minimum Discount Off List Price: $
Special-Order Parts2
Minimum Discount Off List Price: $
Labor Rates (Per Hour)
Pick-Up/Delivery/Travel: $
Custom Box Fabrication: $
Law Enforcement/Small Vehicle Upfitting/Strip-Outs: $
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Shop Rate: $
Fabrication: $
Mobile Service: $
Vehicle Down/Emergency: $

1. “Standard-Order Parts” refers to parts from manufacturers for whom the contractor is a licensed reseller.

2. “Special-Order Parts” refers to parts from manufacturers for whom the contractor is not a licensed reseller.

4. Subcontractors for work included in all Bid items are listed on the subcontractors list submitted herewith.

5. The undersigned Bidder understands that Owner reserves the right to reject this Bid.

6. Notice of Award or request for additional information may be addressed to the undersigned Bidder at the address set forth below.

NAME OF BIDDER: ___________________________________________________________________ ____________________________________________________________________________________ (Place of Incorporation, if Applicable) (Principal)
_____________________________________________
(Principal)
_____________________________________________
(Principal)
I certify (or declare) under penalty of perjury under the laws of the State of California that the foregoing is true and correct. ___________________________________________
(Signature of Bidder)
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END OF DOCUMENT
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**COMPLETE & RETURN THIS PAGE**

ADDENDA ACKNOWLEDGEMENT
Bidder shall complete the below and return with the FORM OF BID:

Bidder's Signature:

Bidder's Title:

BOND REQUIREMENTS *
Bid Security required NO Amount: $ 10% of the Project Price Performance bond required NO Amount: $ 100%
Payment bond required NO Amount: $ 100%
If required, only the successful Bidder shall submit a performance and payment bond as described in the General Terms and Conditions of this Bid.
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