Redondo Beach City Council
November 8, 2022

1 AGREEMENT BETWEEN THE CITY OF REDONDO BEACH

AND ATLANTIC DIVING SUPPLY TO PURCHASE A STANDALONE

MOBILE SURVEILLANCE TOWER
THIS AGREEMENT to purchase a Standalone Mobile Surveillance Tower (this "Agreement”) is made between the City of Redondo Beach, a chartered municipal corporation ("Buyer" or “Customer” as defined herein) and Atlantic Diving Supply, Inc., a Virginia corporation (hereinafter “ADS" or “Contractor”).

WHEREAS, the ADS desires to sell to the Buyer standalone mobile surveillance tower (the "Tower"), which is more particularly described in Exhibit “B”; and WHEREAS, the Buyer deems it in its interest to purchase the Tower for continued security and safety measures combating criminal activity and threats.

NOW, THEREFORE, the parties hereby agree as follows:

1. DEFINITIONS
a. “ADS” means Atlantic Diving Supply, Inc.
b. “ADS Sales Representative” means the ADS employee responsible for accepting the Purchase Order (defined below) and any modifications thereto and does not include other ADS personnel.
c. “Agreement” means these Terms and Conditions of Sale, any Purchase Order issued by Buyer (defined below) and accepted in writing by ADS, and ADS’s Sales Order (defined below), as well as any documents incorporated by reference in these Terms and Conditions of Sale or the Sales Order. The Agreement does not include any terms provided on or incorporated into a Purchase Order.
d. “Buyer” means the entity issuing the Purchase Order to ADS. e. “Customer” means the end user or recipient of the Products (defined below) or Services (defined below) with which Buyer has a contract to provide the Products or Services, including Buyer if Buyer is the end user.
f. “Delivery”, for Products, means and occurs when the Products have been made available at ADS’s or its Supplier’s facility in accordance with INCOTERMS 2020 Ex Works or in accordance with alternative shipping terms expressly stated on the Purchase Order, and for Services, means and occurs when ADS notifies Buyer that the Services are completed and/or ready for inspection.
g. “Estimated Shipment Date” means the date stated on the Sales Order in the column labeled “Est. Ship Date.” The Estimated Shipment Date is ADS’s estimate, based on 2 Supplier lead times and market conditions, of when Buyer can expect ADS to make the Products available for shipment to Buyer or its Customer or to complete the Services.

Unless specifically stated otherwise on the Purchase Order, early delivery is authorized. h. “FAR” means the Federal Acquisition Regulation and any applicable agency-specific supplement (including, but not limited to, the Defense Federal Acquisition Regulation Supplement (“DFARS”)).
i. “Products” mean the products, parts, and/or equipment identified on the Sales Order. j. “Purchase Order” means an order issued by Buyer to ADS. k. “Sales Order” means the document issued by ADS in response to a Purchase Order and by which ADS accepts a Purchase Order subject to these Terms and Conditions, forming the Agreement. General references to a Purchase Order on the face of a Sales Order are for informational purposes only and shall not be deemed an acknowledgment or acceptance of any particular term of the referenced Purchase Order. l. “Services” means the services identified on the Sales Order. m. “Supplier” means any person or entity from whom ADS is obtaining (directly or indirectly) all or part of the Products or Services.

2. ACCEPTANCE OF PURCHASE ORDER
ADS does not accept any Purchase Order except in writing through its Sales Order. A verbal acceptance is not valid unless later ratified with a Sales Order. ADS’s acceptance of the Purchase Order is conditioned on Buyer’s acceptance of these Terms and Conditions and any other terms appearing on the face of the Sales Order. Any other terms proposed by either party or included with any document provided by either party are expressly rejected by both parties, unless agreed to in a subsequent executed amendment. 3. PACKAGING, MARKING, AND SHIPMENT Unless otherwise specifically stated on the Purchase Order or Sales Order, ADS will package and ship Products according to commercially reasonable standards. a. Notwithstanding the foregoing, ADS will comply with Buyer’s reasonable packaging, marking, and shipment instructions provided they are received by ADS in writing sufficiently in advance of shipment.
b. ADS is not responsible for and shall have no liability for delays or damage caused by ADS’s adherence to Buyer’s packing or shipping instructions.
c. All sales are INCOTERMS 2020 Ex Works, unless specifically stated otherwise on the Purchase Order or Sales Order.

4. DELIVERY
a. ADS shall deliver Products and Services by February 7, 2023. b. Notwithstanding the foregoing, ADS shall be excused for any delay caused by an occurrence beyond the reasonable control of ADS and without its fault or negligence such 3 as acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics and pandemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers (“Force Majeure Events”). Delays caused by the effects of a Force Majeure Event on one or more Suppliers shall be deemed Force Majeure Events for the purposes of this Agreement.

ADS shall notify the Buyer promptly after the commencement of any Force Majeure Event and shall make reasonable efforts to remedy or mitigate such occurrence.

5. ACCEPTANCE OF PRODUCTS OR SERVICES
Buyer will inspect or test Products or Services after Delivery. All Products and Services shall be deemed accepted if Buyer does not notify ADS of a defect or nonconformity within sixty (60) days of Delivery, before Buyer puts the Products into use, or before a material change in the condition of the Products while in Buyer’s possession (collectively, the “Acceptance Period”).

However, if the Products are not accepted by Buyer prior to training, use of the Products by Buyer during training in accordance with instructions shall not be considered “use” and damage to Products caused by ADS or its representative during training shall not be considered a “material change”. Buyer may end the Acceptance Period early by written notice to ADS that it accepts the Products or Services. If a defect or nonconformity is alleged within the Acceptance Period and if ADS, in a commercially reasonable manner confirms the defect or nonconformity, ADS shall, either repair or replace the defective or nonconforming goods. Such repair or replacement is Buyer’s sole remedy for alleged defects or nonconformity occurring within the Acceptance Period. All other defects or nonconformities shall be governed by the Warranty section of this Agreement.

6. PRICES
Unless stated otherwise on the face of the Purchase Order or Sales Order, prices are in accordance with INCOTERMS 2020 Ex Works. Except as otherwise provided in the Sales Order, the price does not include federal, state, or local taxes; assessments; or import duties or other charges imposed by any government (except for taxes based on ADS’s net income), all of which shall be paid directly by Buyer. Prices are current as of the date of ADS’s quotation and based on INCOTERMS 2020 Ex Works, but are subject to change based on changes to shipping terms, time elapsed between issuance of the quote and receipt of the associated Purchase Order, or changes to the quoted Products or Services at Buyer’s request. However, no price adjustment shall be effective without Buyer’s written consent.

7. PAYMENT TERMS
Payment in full is due within sixty (60) days of ADS’s acceptance of the Purchase Order and execution of this Agreement by authorized representatives of both parties. 4 8. MODIFICATIONS
The terms of this Agreement may not be amended, changed, waived, extended, or discharged except by a subsequent written amendment executed by authorized representatives of both parties.

9. WARRANTY
ADS shall deliver to Buyer the warranty it obtains from its Supplier for the Products or, if such warranty cannot be transferred, place Buyer in the same position as if the warranty had been transferred. Such warranty is the sole warranty provided for the Products or Services. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY EXCLUDED.

10. TERMINATION
The right to terminate this agreement, with or without cause, may be exercised without prejudice to any other right or remedy to which the terminating party may be entitled at law or under this agreement.
a. Termination by Either Party without Cause: The Buyer or ADS may terminate this Agreement at any time by giving written notice to the other of such termination and specifying the effective date thereof, at least sixty (60) days before the effective date of such termination.
b. Termination of Agreement for Cause: The Buyer may by written notice to ADS specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination, terminate the whole or any part of this agreement in any of the following circumstances:
i. If ADS fails to perform the services called for by this Agreement within time(s) specified herein or any extension thereof; or
ii. If ADS fails to make progress under this agreement as to endanger performance of this agreement in accordance with its terms, and does not correct such failure within a period of ten days (or longer period as the Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure. c. Post-Termination:
i. In the event the Buyer terminates this agreement with or without cause, the Buyer may procure, upon such terms and such manner as it may determine appropriate, services similar to those terminated.
ii. Except with respect to defaults of subcontractors, ADS shall not be liable for any excess costs if the failure to perform this agreement arises out of causes beyond the control and without the fault or negligence of ADS. Such causes include, but are not limited to, acts of God or of the public enemy, floods, epidemics, quarantine restrictions, strikes, and unusually severe weather. In the event the failure to perform is caused by the default of a subcontractor, ADS shall not be liable for failure to perform, unless the services to be furnished by the subcontractor were obtainable 5 from other sources in sufficient time and within budgeted resources to permit ADS to meet the required delivery schedule or other performance requirements. iii. Reserved.
iv. Upon termination, with or without cause, ADS will be compensated for the Services completed and Products delivered in accordance with this Agreement prior to the date of termination according to compensation provisions contained herein. In addition, if Buyer terminates this Agreement without cause, it shall reimburse ADS for reasonable costs incurred in the partial performance of incomplete work hereunder and those incurred as a result of the termination (including but not limited to costs related to the termination of agreements with suppliers or subcontractors).

However, any amounts prepaid to ADS, including but not limited to any extended warranty purchased hereunder, shall be refunded on a daily prorated basis at Amount Prepaid/Number of Days Prepaid. The amount will then be multiplied by the number of days prepaid.
v. In no event, shall the total compensation paid ADS exceed the total compensation agreed to herein.
vi. If, after notice of termination of this Agreement for cause, it is determined for any reason that ADS was not in default under the provisions of this article, then the rights and obligations of the parties shall be the same as if the agreement was terminated without cause.
vii. Termination of this agreement shall not terminate any obligation to indemnify, to maintain and make available any records pertaining to the Agreement, to cooperate with any audit, to be subject to offset, or to make any reports of pre-termination activities otherwise contained in this Agreement.
d. If ADS reasonably determines that Products are not available, ADS shall provide written notice of nonavailability to Buyer within three (3) business days of determining nonavailability. The parties may by written agreement modify the Agreement to replace the unavailable item. The unavailable Products will be deemed deleted from the Purchase Order without cost or liability to Buyer, if: (i) Buyer does not respond to the notice of nonavailability within thirty (30) days of the date of the notice; (ii) Buyer expressly accepts deletion of the unavailable items; or (iii) the parties do not agree in writing to replace the unavailable Products within forty-five (45) days of the date of the notice of nonavailability.

11. INDEPENDENT CONTRACTOR
The Parties are independent contractors and their employees and agents are not employees or agents of the other Party for any purpose. Neither Party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other Party and shall not have any authority to represent itself as an agent of the other Party. 6 12. INDEMNIFICATION
ADS hereby agrees to defend, protect, indemnify, and hold harmless the Buyer, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively “Indemnitees”) from and against all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of litigation and/or settlement, and court costs (collectively, “Losses”), resulting from the negligence or willful misconduct or failure to comply with applicable law or regulation by ADS or any of its officers, agents, employees, or subcontractors in the performance of ADS’s obligations hereunder, except to the extent that such Losses were caused by the negligence, willful misconduct, or breach of this Agreement by the Buyer or any of the Indemnitees, and provided that Buyer and the Indemnitees give ADS written notice of any Losses subject to this article within thirty (30) days and give ADS full control of and cooperation in the defense and settlement of same. ADS’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by ADS or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against ADS because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. b. Waiver of Right of Subrogation. ADS, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

13. INSURANCE
ADS shall comply with the requirements set forth in Exhibit "E." Insurance requirements that are waived by the Buyer’s Risk Manager do not require amendments or revisions to this Agreement.

14. ASSIGNMENT
ADS shall not assign or sublet to any other party without the prior written approval of Buyer, which approval may be withheld in the Buyer's sole and absolute discretion.

15. SOFTWARE LICENSE & DATA RIGHTS
If any software is included in the Products, its sale and use shall be subject to the Supplier’s end user license agreement (“EULA”), if any. By issuing the Purchase Order, Buyer agrees to the terms and conditions of any EULA to the extent applicable to Buyer and it agrees to provide the EULA to its Customer without modification.
7 16. HANDLING OF INFORMATION
a. All drawings, specifications, technical data, and other information furnished to Buyer by ADS or any Supplier in connection with this Agreement are and shall remain the property of ADS or the Supplier, and shall not be copied or otherwise reproduced or used in any way except in connection with performance of this Agreement and in accordance with applicable laws.
b. Buyer agrees not to generate advertising or publicity or cause any announcements with ADS’s name or trademarks or any Supplier’s name or information regarding this Agreement without securing the prior written approval of ADS. c. Any information provided by Buyer to ADS may be used by ADS for the purposes of ADS’s contract with its Supplier(s), if any.
d. To the extent permissible under law, each party shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder. Notwithstanding anything contrary herein, the parties agree that confidential or proprietary information does not include any information that is:
i. already known to the receiving party at the time of disclosure hereunder (other than from the other party hereto) as demonstrated by its written records; ii. now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or anyone to whom the receiving party disclosed such information;
iii. disclosed to the receiving party, by a third party, under no obligation of confidentiality to the disclosing party or any other party;
iv. independently developed by the receiving party without reliance on the confidential information of the disclosing party as shown by its written records; v. disclosed pursuant to law, including without limitation the California Public Records Act;
vi. disclosed due to any rule, order, referral, or request, including without limitation any rule, order, referral, or request of Buyer’s City Council; and vii. disclosed as part of the Buyer’s customary contract approval process.

17. BREACHES AND DISPUTES
a. Disputes – Disputes arising in the performance of this Agreement which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of Buyer. This decision shall be final and conclusive unless within ten days from the date of receipt of its copy, unless ADS mails or otherwise furnishes a written appeal to Buyer. In connection with any such appeal, ADS shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of Buyer shall be binding upon ADS and ADS shall abide be the decision.
8 b. Performance During Dispute - Unless otherwise directed by Buyer, ADS shall continue performance under this Agreement while matters in dispute are being resolved. c. Claims for Damages - Should either party to the Agreement suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage.
d. Rights and Remedies - The duties and obligations imposed by this Agreement and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by Buyer or ADS shall constitute a waiver of any right or duty afforded any of them under the Agreement, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

18. EQUAL EMPLOYMENT OPPORTUNITY
a. ADS shall comply with Executive Order 11246, “Equal Employment Opportunity,” as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and as supplemented by regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”
b. ADS shall comply with all the requirements, when applicable, of the California Fair Employment Practice Commission and provisions of, when applicable, all Federal, State of California, local laws and ordinances related to employment practices. c. ADS shall not discriminate against any employee or applicant for employment on the basis of race, religion, color, gender, age, handicap, national origin or ancestry, except when such a condition is a bona fide occupational qualification reasonably necessary for the normal operations of the ADS. The ADS agrees to post in conspicuous places, visible to the employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.
d. ADS, in all solicitations or advertisements for employees, placed by, or on behalf of the ADS, shall state that ADS is an Equal Opportunity Employer.

19. CLEAN AIR AND WATER
a. ADS shall comply with all the requirements, when applicable, of the California Fair Employment Practice Commission and provisions of, when applicable, all Federal, State of California, local laws and ordinances related to employment practices. b. ADS shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. and the Clean Water Act (Federal 9 Water Pollution Control Act) as amended (33 U.S.C. §§ 1251-1387). ADS shall report each violation to the Buyer and understands and agrees that the Buyer will, in turn, report each violation as required to assure notification to the U.S. Department of Justice and the appropriate EPA Regional Office.
c. ADS shall include these requirements in each subcontract.

20. DEBARMENT AND SUSPENSION
ADS hereby certifies that neither it nor its subcontractor at any tier is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency as required by Executive Orders Nos. 12549 and 12689, "Debarment and Suspension.”

21. LOBBYING RESTRICTIONS
ADS shall submit a certificate (included in Exhibit “A”) certifying the following:
a. ADS shall refrain from using Federal assistance funds to support lobbying. b. ADS shall comply, and assure the compliance of each third party Supplier at any tier and each subcontractor at any tier, with "New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as necessary by 31 U.S.C. § 1352.
c. ADS shall comply with Federal statutory provisions to the extent applicable prohibiting the use of Federal assistance funds for activities designed to influence Congress or a State legislature on legislation or appropriations, except through proper, official channels.

22. PROCUREMENT OF RECOVERED MATERIALS
ADS shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. Per Section 6002, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000, ADS and its contractors must procure only items, designated in guidelines of the EPA at 40 C.F.R. § 247, containing the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition. ADS and its contractors shall procure solid waste management services so that energy and resource recovery are maximized, and establish an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Reference: Part 200 Appendix II(J), 2 C.F.R. § 200.322.

23. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard for conflicts of law provisions. 10 24. JURISDICTION AND VENUE
For purposes of all claims brought under this Agreement, each of the parties hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts located in California.

25. ORDER OF PRECEDENCE
This Agreement consists of this agreement and all attached exhibits, which are incorporated herein by reference:
a. Exhibit “A”: Request for Proposal (“RFP”)
b. Exhibit “B”: ADS’s Response to RFP
c. Exhibit “C”: Purchase Order, including its attachments and documents incorporated by reference in the Purchase Order.
d. Exhibit “D”: Insurance Requirements
Notwithstanding the foregoing, any language in Exhibit “A”, "B”, Exhibit “C”, and Exhibit “D”, which does not pertain to the project description, proposal, or scope of services to be provided by ADS, or any corresponding responsibilities of Buyer, shall be deemed extraneous to, and not a part of, this Agreement. In the event of any conflict among the provisions of the foregoing documents, the terms of this Agreement shall govern, then the terms of Exhibit “A”, Exhibit “B”, and then Exhibit “C”. Exhibit “D” shall remain independent from this order precedence.

26. WAIVER
The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

27. SEVERABILITY
If any provision of this Agreement is or becomes void or unenforceable by operation of law, the remaining provisions shall be valid and enforceable.

28. SURVIVAL
The provisions of sections 1, 4, and 7-29 of these Terms and Conditions of Sale shall survive completion of or termination of the Purchase Order and remain in full force and effect thereafter.

29. ENTIRE AGREEMENT
This Agreement, including attachments and documents expressly incorporated into it by reference, constitutes the entire agreement between ADS and Buyer, and supersedes all prior representations, agreements, understandings, and communications between ADS and Buyer related to the subject matter of each Purchase Order.
11 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 1st day of November, 2022.

CITY OF REDONDO BEACH, ATLANTIC DIVING SUPPLY, INC.,
a chartered municipal corporation a Virginia corporation __________________________ By: _______________________
William C. Brand, Mayor Name: _______________________
Title: _______________________
ATTEST: APPROVED: __________________________ __________________________ Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM: __________________________ Michael W. Webb, City Attorney

A 1
EXHIBIT “A”
REQUEST FOR PROPOSAL (“RFP”)
See attached (Includes Lobbying Certificate).

RFP#2122-025 - City of Redondo Beach Page 1 of 13

CITY OF REDONDO BEACH
Request for Proposals
RFP#2122-025
for
Standalone Mobile Surveillance Tower
Proposals Due: Thursday, July 14, 2022 at 4:30PM
Deliver proposals to:

Purchasing, 415 Diamond St, Door 1, Redondo Beach CA 90277 RFP#2122-025 - City of Redondo Beach Page 2 of 13
1) INVITATION
The City of Redondo Beach (“the City”) is seeking through this Request for Proposal (RFP) proposals from qualified vendors to provide a Mobile Surveillance Tower for the Redondo Beach Police Department. The City intends to establish an agreement for the purchase of a Mobile Surveillance Tower equipped with cameras, digital video recording, PA system, floodlights, etc. and department appropriate associated support equipment, software and storage, along with all necessary service, maintenance and training to its police department.

The overall objective of this RFP is to find a highly qualified professional service provider to provide a complete Mobile Surveillance Tower system that will meet the needs of the Redondo Beach Police Department. The ideal solution will include but is not limited to the following: enclosed 1-2 person mobile surveillance tower, minimum 25’ vantage point, wide area flood lights, air conditioner unit, heating unit, hydraulic lift arms, full tank, generator, cameras, digital video recording, thermal imaging, PA system, wireless connectivity, maintenance plan, and training services.

Proposals that do not conform to the mandatory items as provided in this RFP will not be considered.

Based upon results of the review and evaluation, the City may decide to proceed with an offer to one or more Contractors. This RFP does not obligate the City to purchase a Mobile Surveillance Tower with any contractor responding to the RFP.

The successful vendor will be required to enter into a contract with the City that will include terms appropriate for this project. Contract is subject to approval of the City Council. Generally, the terms of the contract will include, but are not limited to: (1) completion of the project within the timeframe provided; (2) no additional work authorized without prior written approval; (3) no payment without prior written approval; (4) termination of contract under certain conditions; (5) indemnification; (6) approval of any subcontractors; and (7) minimum appropriate insurance requirements. 2) BACKGROUND
The City of Redondo Beach Police Department has been awarded State Homeland Security Program grant funding to purchase equipment that has been approved by the funding authority. The equipment funds provided will increase the capabilities of the Redondo Beach Police Department and other Los Angeles County law enforcement agencies through the purchase of a Mobile Surveillance Tower.

For this RFP, the City intends to purchase a fully equipped Mobile Surveillance Tower.

The requirements for scope of services for the Mobile Surveillance Tower are as follows:
3) SCOPE OF SERVICES
The proposed Mobile Surveillance Tower should meet or exceed the required specifications outlined in this RFP. The successful proposal may provide added value and/or functionality above and beyond the minimum requirements. Any proposal that does not demonstrate that the proposed Mobile Surveillance Tower meets the following minimum specifications may be considered non-responsive and ineligible for award of any subsequent contract, in the City’s sole discretion.

RFP#2122-025 - City of Redondo Beach Page 3 of 13
A. Mobile Surveillance Tower

1. Compartment Specifications
Vendors should outline their products specifications/functionality specifically in regards to the following key areas:
1) Main control console
2) Lighting control panel
3) Under safety camera w/ monitor
4) 12 VDC, USB and E-Net outlet
5) DC circuit breaker panel
6) AC controls
7) Heater controls
8) Up/Down momentary switch
9) Generator remote start and fuel gauge
10) 120 VAC GFCI outlets
11) Digital windspeed meter
12) Monitors
13) 1-2 person compartment
14) Strobe light and emergency descent handle
15) PA system
16) Wireless connectivity
17) Minimum 25’ vantage point
18) 360-degree visibility
19) Tinted windows

2. Electrical Compartment Components
Vendors should outline their products specifications/functionality specifically in regards to the following key areas:
1) Input power selector switch panel
2) Circuit breakers
3) Up/Down momentary switch
4) 120 VAC GFCI outlet
5) Solar charge controller
6) Emergency down
7) Shore power connector
8) 12 VDC generator start battery
9) Hydraulic fluid reservoir
10) Dual hydraulic pump
11) Control panel wiring
12) Trailer wiring control box
RFP#2122-025 - City of Redondo Beach Page 4 of 13

3. Diesel Generator
Vendors should outline their products specifications/functionality specifically in regards to the following key areas:
1) Size
2) Weight
3) Engine
4) Displacement
5) Compressions ratio
6) Oil capacity
7) Cooling system capacity
8) Fuel
9) Fuel consumption
10) Electrical generator
11) RPM (max)
12) Power
13) Voltage
14) Current
15) Circuit breaker

4. Other Equipment and Options
1) FLIR HD day-night PTZ cameras with NVR for documentation 2) Roof mounted spotlights
3) Minimum 24” monitor
4) Joystick controller

5. Service/Maintenance Plan and Support Team
Vendors should specifically outline their service and repair plans. Priority will be given to vendors who can meet or exceed the following expectations:
1) Service/Maintenance options
2) Delivery and Training Program options
3) Warranty Plan
4) Technical Support
RFP#2122-025 - City of Redondo Beach Page 5 of 13
4) ESTIMATED SCHEDULE
Description Date
RFP issued Thursday, June 30, 2022
Deadline to submit written questions 4:30pm, Wednesday, July 6, 2022 Addenda and answers to questions distributed Friday, July 8, 2022 Proposal due 4:30pm, Thursday, July 14, 2022
City Council awards contract Tuesday, August 16, 2022
Contract period begins Tuesday, August 16, 2022
5) PRICING
Pricing shall include all costs identifying specifically a breakdown of all the requests under all four of the above specified categories:
1) Compartment
2) Electrical
3) Generator
4) Service/Maintenance and Support
The Contractor must provide proposed fees and cost information, consistent with the following:

1. The Contractor should carefully review this RFP and address all items and services in the proposed fee structure and schedule.

2. Even if a Contractor is proposing a package solution, the information in the proposed fee structure should be detailed and broken down by item, type of service, or other applicable measure(s) (cameras, accessories, etc. as described in the product specifications section of this RFP).

3. The cost should include detailed and broken out costs as well.

4. This section must clearly identify the costs related to optional services and/or products not prioritized in the RFP but that are being proposed by the Vendor, if any.

5. Taxable items must be identified and Vendor shall include 9.5% sales tax on those items.

Costs for developing any proposal, including travel expenses or other expenses incurred by negotiating terms or conducting interviews with the City, or any pre-contractual expenses, shall be the sole responsibility and shall be incurred at the sole risk of the Contractor, whether or not any award results from this solicitation. The City will not be responsible for any such costs or expenses incurred by Contractors, under any circumstances, nor shall any firm include such expenses as part of the proposed cost.

RFP#2122-025 - City of Redondo Beach Page 6 of 13
6) FORMAT FOR PROPOSALS
Contractors shall submit a proposal that follows the format requirements specified in Section 8 - PROPOSAL FORMAT REQUIREMENTS. In the proposal, Contractor shall provide the City with a designated contact person’s name, address, phone number(s) and email address.

One (1) unbound original and three (3) copies of the proposals shall be submitted in a sealed envelope or package, clearly marked “RFP2122-025”. The original proposal must be clearly marked and contain original signatures and must be easily reproducible on a standard copying machine. The proposal shall be signed by an individual(s) authorized to execute legal documents on behalf of the Contractor.

Proposals shall be received by the City of Redondo Beach Purchasing Office no later than 4:30 p.m. on Thursday, July 14, 2022. Proposals that are received after the deadline specified in Acceptance of proposals that are received after the deadline specified in this RFP shall be at the sole discretion of the City. The Contractor assumes full and sole responsibility for timely receipt of the completed proposal at the location listed below.

Proposals shall be delivered and addressed to:

City of Redondo Beach - Purchasing
415 Diamond St., Door 1
Redondo Beach, CA 90277
Attention: RFP#2122-025
No oral, telegraphic, electronic, facsimile, or telephonic proposals or modifications will be considered.

Failure to provide all required submittals in completed form and/or a clearly marked original with original signatures may result in a proposal being found non-responsive and given no consideration. Proposals must be neat, complete, and fully address all of the requirements in this RFP.

By submitting a proposal to the City, the successful Contractor agrees to execute a Project Services Agreement with the City in substantially the form as attached to this RFP (Attachment A). The City reserves the right, at its sole discretion, to negotiate any and all terms of the Agreement, including Term, Scope of Work and Compensation.

By submitting a proposal, Contractor represents and agrees that:

1. Contractor has thoroughly examined and become familiar with the work, products and content required by this RFP;

2. Contractor comprehends all conditions that may impact the proposal;

3. Contractor has reviewed all addenda; and

4. Contractor is capable of providing the materials, equipment, software and services necessary to perform the work and/or meet the requirements of this RFP. 7) WRITTEN QUESTIONS, CLARIFICATIONS AND ADDITIONAL INFORMATION Contractors must submit written questions and requests for clarification or additional information regarding this RFP via email to the specific staff listed below by 4:30 p.m. on Wednesday, July 6, 2022 and may not contact any other City Officials or staff regarding their requests. Responses to questions and requests RFP#2122-025 - City of Redondo Beach Page 7 of 13
for clarification or additional information after the deadline shall be at the sole discretion of the City.

Mario Fizulich, Capt. Support Services
Redondo Beach Police Department
Email: [email protected]
Telephone: 310-372-2477 x2656
Robert Norman, Purchasing Analyst
Financial Services Department
Email: [email protected]
Telephone: 310-372-1171 x2902
Contractor is responsible for clarifying any ambiguity, conflict, discrepancy, omission or other error in this RFP and shall immediately notify the City in writing upon discovery to request clarification prior to submitting a proposal. The City will document and communicate any responses to questions and requests for clarifications or additional information by issuing an Addendum to this RFP. It is the Contractor’s responsibility to acknowledge each Addendum and ensure that all requirements of each Addendum are included in their proposal.

Proposals may be withdrawn at any time upon written notice to the City prior to the submittal due date and time for submittal of Proposals. Proposals withdrawn prior to the due date and time may be resubmitted up to the deadline for submission of Proposals.

Contractors failing to adhere to any of the provisions or requirements set forth in this RFP may result in the rejection of their proposal. Proposals that are incomplete, conditional, or unclear may be rejected. 8) MINIMUM QUALIFICATIONS
The following are minimum qualifications and requirements that a Contractor must meet for the proposal to be eligible for evaluation. Contractors that do not meet these minimum qualifications will be rejected by the City without further consideration:

1. Contractor must have a minimum of at least three (3) years experience providing municipal governments or other government entities with Body Worn Cameras and In-Car Camera Systems.

2. Contractor must provide references and contact information for at least five (5) customers for which the Contractor has provided similar equipment, software and services within the last three (3) years.

Of the references provided, at least three (3) must be municipal governments or other government entities, preferably operating in California, and at least one (1) must involve a current, ongoing contract. Reference and contact information must include the following specific information:
1) Agency name and address
2) Brief project summary with operational dates
3) Contact name and title
4) Phone number
5) Email address
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9) PROPOSAL FORMAT REQUIREMENTS
Proposals shall be submitted in the format listed below to enable the City to evaluate and compare all proposals. Failure to follow the specified format may constitute disqualification from consideration.

1. Cover letter - The cover letter must include: Contractor’s name, address, phone number and contact person; acknowledgement of all addenda; a statement that the proposal is valid for 180 days after the RFP submittal deadline; confirmation of the Contractor’s ability to provide the necessary materials, equipment, software and services to meet the requirements of this RFP; acceptance of the terms and conditions in the Project Services Agreement with any noted exceptions; and the signature of an individual with the authority to negotiate on behalf of, and to contractually bind, the Contractor;

2. Contractor’s qualifications and experience – Describe a brief history of the firm’s qualifications, including a description of relevant projects/contracts which illustrate the firm’s experience;

3. Customer references and performance – In accordance to item #2 in Section 7 – MINIMUM QUALIFICATIONS, Contractor must provide references and contact information of at least five (5) customers for which the Contractor has provided similar equipment, software and services within the last three (3) years. Of the references provided, at least three (3) must be municipal governments or other government entities, preferably operating in California, and at least one (1) must involve a current, on-going contract. Contractor must provide a list all contracts/agreements that were terminated for convenience or default within the past three (3) years and a list of any litigation that now affects or may affect the future use, functionality or provision of the proposed equipment, software and services;

4. Personnel qualifications and experience – Contractor must provide the names and resumes of all members of the project team and the name and contact information of the person that will be the primary point of contact for this project;

5. Proposed equipment, software and services – Contractor shall describe proposed equipment, software and services, as specified in this RFP;

6. Project schedule and timeline; Provide a timeline for completion and implementation of the Scope of Required Services;

7. Proposed warranty language – Must be 1 year minimum;

8. Proposed maintenance contract options;

9. Examples of software functionality and reporting capabilities;

10.Customer support and training;

11.Cost proposal - Contractor shall provide pricing for all proposed equipment, software and services as specified in this RFP;

12.Additional information - Any supplemental information regarding the proposed RFP#2122-025 - City of Redondo Beach Page 9 of 13
equipment, software and services that the Contractor believes is pertinent or helpful to the City in understanding and evaluation of the proposal; and

13.Exceptions – Indicate any exceptions to the requirements and/or terms and conditions of this RFP and the Project Services Agreement (Attachment A). Where exceptions are taken, the City shall determine the acceptability of the proposed exceptions. The City reserves the right, at its sole discretion, to accept or reject exceptions and is under no obligation to accept any exceptions.
10) EVALUATION OF PROPOSALS
The evaluation process shall begin upon receipt of proposals and continue until an Agreement has been awarded by the City Council or the procurement has been cancelled.

Proposals must fully address the evaluation factors, contain complete technical submittals, references and data to verify qualifications and experience and include a statement that the City contract can be executed, listing any exceptions. Proposals without sufficient submittal data to provide a complete evaluation will be considered non-responsive and may be rejected.

Proposals shall remain valid for 180 days after the RFP submittal deadline. It is further understood that, if the Contractor to whom any award is recommended fails to enter into an Agreement with the City, award may be made to another Contractor.

The City reserves the right to reject any or all proposals, or to make no award. The City also reserves the right, in its sole discretion, to require modifications to initial proposals and to request for additional information and/or clarifications, including, but not limited to, a presentation, interview or discussion with Contractors.

The City reserves the right, at its sole discretion, to waive any informality or minor irregularities in proposals, provided that such action is in the best interest of the City. Any such waiver shall not modify any remaining RFP requirements or excuse the Contractor from full compliance with the RFP specifications, conditions and other contract requirements if the Contractor is awarded the Agreement.

Although not intended to be an exhaustive list of causes for disqualification, the City reserves the right to disqualify proposals based on, but not limited to the following:

1. Evidence of collusion among Contractors.

2. Incomplete submittal of proposal or other requested information.

3. Lack of business skills or financial resources necessary to support Project Services Agreement successfully, as revealed by either financial statements or experience.

4. Lack of responsibility or poor performance as demonstrated by past work, references, or other factors.

5. Default or termination of other contracts or agreements.

6. False information, omissions, vagueness, or inaccuracies in the proposal.

Evaluation factors as outlined below will be applied to all eligible, responsible and responsive Contractors in comparing proposals and selecting the most qualified Contractor. The City is not obligated to accept the lowest cost proposal, but will make an award in its best interest after all factors have been evaluated.

Therefore, proposals shall be submitted in the most-favorable terms. All proposals will remain confidential until after an award is made, and there will be no public opening and reading of proposals.

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The City reserves the right, in its sole discretion, to further negotiate the proposed work scope, implementation plan, timeline, cost and contract terms and conditions with the most qualified Contractor.

Negotiations will be confidential and not subject to disclosure. If contract negotiations cannot be concluded successfully, the City may negotiate a contract with another Contractor or withdraw the RFP. Award is contingent upon the successful negotiation of final contract terms and approval of the Redondo Beach City Council.

Evaluation of each proposal shall be based on all of the factors listed below:

1. The fitness of the proposed material, equipment, software and services for the intended use of the City;

2. The quality of the material, equipment, software and services offered;

3. The ability, capacity and skill of the Contractor to perform or provide the material, equipment, software and services;

4. The capacity of the Contractor to perform the contract or provide the material, equipment, software and services promptly, within the time specified, and without delay or interference;

5. The cost of the material, equipment, software and services, processing and other services, warranties, fees for annual hardware and software maintenance contracts, and ancillary charges for any other necessary material, equipment software or services;

6. The ability of the Contractor to provide customer support, service, training and future maintenance or service as may be needed; and

7. The character, integrity, reputation, judgment, training, experience, past performance and efficiency of the Contractor.
11) DELIVERABLES REQUIRED OF SUCCESSFUL CONTRACTOR
The selected Contractor shall enter into a Project Services Agreement with the City of Redondo Beach (Attachment A), and is required to submit the items listed below in a timely manner. Any unreasonable delays from the selected Contractor in providing these items may result in disqualification and the City may recommend award to another Contractor.

1. City of Redondo Beach business license, which shall be maintained throughout the length of Agreement;

2. Copy of Certificate(s) of Insurance and endorsements in compliance with the requirements of Exhibit C in the Project Services Agreement (Attachment A) and naming the City of Redondo Beach as an additional insured;

3. Completed IRS W-9 tax form; and

4. Contract documents and signatures.
12) CONDITIONS

1. All equipment, parts, components and materials shall be new, unused and currently available.

Refurbished, remanufactured, demo or used equipment, parts, components and materials are not acceptable without the express written permission of the City.

2. No representation or warranty of any kind is made by the City as to the content, accuracy or completeness of the information included in or provided with this RFP. Contractors are solely responsible for conducting such independent due diligence investigations as may be necessary for the proper preparation of their proposal.

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3. Receipt of a proposal by the City or submission of a proposal to the City shall not constitute any implied intent and shall not obligate the City to enter into an Agreement with the Contractor. All proposals submitted in response to this RFP become the property of the City and are subject to the California Public Records Act.

4. By submitting a proposal, Contractor represents and agrees that it does not and will not discriminate against any employee or applicant for employment because of race, religion, color, medical condition, sex, sexual orientation and/or gender identity, national origin, political affiliation or opinion, or pregnancy or pregnancy-related conditions.

5. The City reserves the right, at its sole discretion, to take any and all actions it deems are in the best interest to the City regarding this RFP, including but not limited to:
a) Issue Addenda;
b) Request additional information, clarifications or corrections from Contractors; c) Extend the deadline for submitting proposals;
d) Postpone the evaluation/selection process;
e) Cancel in part or in its entirety this RFP;
f) Clarify, modify, amend or re-issue the RFP;
g) Reject any and all proposals;
h) Reject or accept proposals that do not fully comply with the requirements specified in the RFP, its attachments, addenda or clarifications; i) Reject or accept proposals that are incomplete, contain errors or inconsistencies; j) Reject or accept proposals not submitted with the proper number of copies or with other process or content errors or deficiencies;
k) Reject or accept proposals that include a failure to comply with or take exception to the requirements, specifications, and general conditions of the RFP or the City’s Agreement for Project Services;
l) Negotiate for the modification of any proposal with mutual consent of the Contractor m) Award to Contractor without further discussion or negotiation; n) Issue subsequent RFP’s for the same, similar or related services; o) Amend the agreement resulting from this RFP; and
p) Take any other action deemed to be in the best interest of the City.

6. Contractor shall not sublet any portion of the Agreement with the City without express written permission of the City.

7. Every proposal must be signed by the person or persons legally authorized to bind the Contractor to a contract. Upon request of the City, the corporation or other entity will provide a certified copy of the bylaws or resolution of the board of directors showing the authority of the officer signing the proposal to execute contracts on behalf of the corporation of other entity.

8. Contractor shall comply with all laws, codes, rules and regulations of the State, County and City, now in effect or hereafter promulgated, applicable to the work to be performed at the City’s location(s). The Contractor, who shall pay all lawful charges, shall obtain all permits lawfully required.

9. Contractor shall, at its own cost and expense, procure, maintain and satisfy all City insurance and indemnification requirements set forth in Exhibit “C” of Attachment A.

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10. Contractor agrees, in accordance with Section 1735 and 1777.6 of California Labor Code, and the California Fair Employment Practice Act (Sections 1410-1433), that in hiring of common or skilled labor for the performance of any work under this contract, or any subcontract hereunder, no contractor, material supplier or vendor will, by reason of race, color, national origin or ancestry, or religion, discriminate against any person who is qualified and available to perform the work to which such employment relates.

11. In accordance with Labor Code Section 1720 et seq., this project is a “public work”, and thus, the Contractor and any Subcontractors must pay wages in accordance with the determination of the Director of the Department of Industrial Relations (“DIR”) regarding the prevailing rate of per diem wages. Contractor must comply with “Agreement to Comply with California Labor Law Requirements” set forth in Exhibit “E” of Attachment A.

12. The City may, in its sole and absolute discretion with and without cause, terminate the Agreement with the Contractor at any time prior to completion by Contractor of the project or services, immediately upon written notice to Contractor.

13. The City reserves the right to conduct investigations with respect to the qualifications, experience and representations of the Contractor and to require the Contractor to supplement, clarify, or provide additional information. The City may solicit information concerning the Contractor’s past and current record of performance from current and/or previous clients, other government agencies, or any available sources without the Contractor’s presence or involvement. The City may also solicit information concerning the Contractor’s performance on other contracts in terms of quality of services and compliance. The City may also consider historical performance in contracts entered into between the Contractor and the City. The City reserves the right to contact references other than those provided in the proposal and to use the information obtained in the evaluation process. Contractors assume sole responsibility for any inaccuracies in the contact information provided for references.

Incorrect contact information provided for a reference may result in the reference being stricken.

14. The Contractor declares, by signing and submitting a proposal, that the proposal 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 Contractor has not directly or indirectly colluded, conspired, connived, or agreed with any Contractor or anyone else to put in a sham proposal, or that anyone shall refrain from proposing; that the Contractor has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the Contractor or any other Contractor, or to secure any advantage against the public body awarding the agreement of anyone interested in the proposed agreement; that all statements contained in the proposal are true; and, further, that the Contractor 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.

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13) ATTACHMENTS
This proposed procurement is funded through a Federal grant. By submitting a proposal, Contractor acknowledges and agrees to comply with the following:

1. All applicable Federal requirements, as specified in Attachment A, “Required Federal Clauses”;

2. All requirements/conditions of the Federal grant, as specified in the grant agreement entitled, "State Homeland Security Program Subrecipient Agreement Grant Year 2020", which is available at https://www.redondo.org/depts/financial/purchasing.asp

3. All disclosure, prohibitions and laws pertaining to lobbying, including completing and submitting the form entitled, “Certification Regarding Lobbying”, provided as Attachment B.

RFP#2122-025 - Attachment A - City of Redondo Beach, CA Page 1 of 7

ATTACHMENT A

REQUIRED FEDERAL CLAUSES
In accordance to 2 CFR, §200, Appendix II “Contract Provisions for Non-Federal Entity Contracts under Federal Awards”, all contracts made by the non-Federal entity under the Federal award must contain certain provisions covering the following, as applicable:

A. Breaches and Disputes

1. Disputes – Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of City. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, Contractor mails or otherwise furnishes a written appeal to City. In connection with any such appeal, Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of City shall be binding upon Contractor and Contractor shall abide be the decision.

2. Performance During Dispute - Unless otherwise directed by City, Contractor shall continue performance under this contract while matters in dispute are being resolved.

3. Claims for Damages – Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party. Any claim by Contractor against the City shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims to the City shall be waived if not made within six (6) months after accrual of the cause of action.

4. Rights and Remedies - The duties and obligations imposed by the contract documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by City or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

B. Termination
The right to terminate this agreement, with or without cause, may be exercised without prejudice to any other right or remedy to which the terminating party may be entitled at law or under this agreement.

1. Termination for Convenience: The City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor.

2. Termination of Agreement for Cause: Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate RFP#2122-025 - Attachment A - City of Redondo Beach, CA Page 2 of 7 any of the terms of this Agreement, the City may, in its sole and absolute discretion, immediately terminate this Agreement by giving written notice to the Contractor of such termination, stating the reasons for such termination.

If, after notice of termination for cause, it is later determined by the City that the Contractor had an excusable reason for not performing, such as a strike, fire, flood or events which are not the fault of or are beyond the control of the Contractor, the City, in its sole and absolute discretion, after setting up a new delivery of performance schedule, may allow the Contractor to continue to work, or treat the termination as a Termination for Convenience.

3. Post-Termination:
a. In the event the City terminates this agreement for convenience or for cause, the City may procure, upon such terms and such manner as it may determine appropriate, services similar to those terminated.
b. Should the agreement be terminated with or without cause, the Contractor shall provide the City with all finished and unfinished documents, data, studies, services, drawings, maps, models, photographs, reports, etc., prepared by the Contractor pursuant to this agreement.
c. Upon termination for convenience, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Agreement prior to Contractor’s receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provide that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by the City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor’s finished or unfinished work product through the time of the City’s last payment shall be transferred and assigned to the City.

Upon termination for cause, Contractor shall be compensated according to this section, provided, however, the amount of damages, if any, sustained by the City by virtue of Contractor’s breach of the Agreement shall be deducted from such compensation.
d. Termination of this agreement shall not terminate any obligation to indemnify, to maintain and make available any records pertaining to the Agreement, to cooperate with any audit, to be subject to offset, or to make any reports of pre-termination activities.

C. Equal Employment Opportunity
Contractor shall comply, and all its subcontractors shall comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964 and 1973, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) of 1990, as amended; Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 109 of the Housing RFP#2122-025 - Attachment A - City of Redondo Beach, CA Page 3 of 7 and Community Development Act of 1974, as amended; Section 523 and 527 of the Public Health Services Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39; as applicable.

Contractor shall comply, and all its subcontractors shall comply, with all the requirements of the California Fair Employment Practice Commission and all Federal, State of California, County of Los Angeles and City of Redondo Beach laws and ordinances related to non-discrimination, civilrights, equal opportunity and employment practices, as applicable.

Contractor shall comply, and all its subcontractors shall comply, with Executive Order 11246, “Equal Employment Opportunity,” as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and as supplemented by regulations at 41 CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor”, as applicable.
41 CFR § 60-1.4, “Equal Opportunity Clause”, states the following:
(a) Government Contracts.

During the performance of this contract, the Contractor agrees as follows:
(1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.
(2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information.
(4) The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the RFP#2122-025 - Attachment A - City of Redondo Beach, CA Page 4 of 7 agency contracting officer, advising the labor union or workers' representative of the Contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(7) In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The Contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

D. Davis-Bacon Act / Copeland “Anti-Kickback” Act
For all contracts in excess of $2,000 awarded by the non-Federal entity for construction, alteration or repair of public buildings and public works, the Contractor shall comply, and all its subcontractors shall comply, with the Davis-Bacon Act, 40 U.S.C. §§ 3141-3144 and 40 U.S.C. §§ 3146-3148, as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, Contractors and all its subcontractors are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor and are required to pay wages not less than once a week. In addition, the Contractor will comply, and all its subcontractors shall comply, with the Copeland “Anti-Kickback” Act, 18 U.S.C. § 874 and 40 U.S.C. § 3145, as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”.

In accordance with the statute, the Contactor and all its subcontractors are prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

RFP#2122-025 - Attachment A - City of Redondo Beach, CA Page 5 of 7 E. Contract Work Hours and Safety Standards Act
For all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics and laborers, the Contractor shall comply, and all its subcontractors shall comply, with 40 U.S.C. §§ 3701-3708, as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). Under 40 U.S.C. § 3702 of the Act, each Contractor is required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours.

Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surrounding or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

F. Rights to Inventions Made Under a Contract or Agreement If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement”, the recipient or subrecipient must comply with the requirements of 37 CFR § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business firms Under Government Grants, Contracts and Cooperative Agreements”, and any implementing regulations issued by the awarding agency.

G. Clean Air Act and Federal Water Pollution Control Act For all contracts awarded by the non-Federal entity in excess of $150,000, Contractor shall comply, and all its subcontractors shall comply, with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§ 7401-7671q) and Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251-1387). Contractor shall report each violation to the City and understands and agrees that the City will, as required, report each violation to the U.S. Department of Justice and the appropriate Regional Office of the Environmental Protection Agency (EPA).

H. Energy Policy and Conservation Act
Contractor shall comply, and all its subcontractors shall comply, with all mandatory standards, policies and requirements related to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. § 6201).

I. Debarment and Suspension
Contractor shall comply, and all its subcontractors shall comply, with all applicable Federal debarment and suspension regulations including, but not limited to, 2 CFR § 180, 2 CFR § 200.212, and Executive Orders Nos. 12549 and 12689, "Debarment and Suspension.” Contractor shall certify, and all its subcontractors shall certify, that they: are eligible to participate in this Federally funded contract; are not listed on the governmentwide Excluded Parties List System in the System for Award Management (SAM); and are not presently debarred, suspended, proposed for debarment, declared ineligible, voluntarily excluded, or disqualified from participation in any Federally assisted award by any Federal department or agency.

J. Byrd Anti-Lobbying Amendment
Contractor must complete and submit the form entitled “Certification Regarding Lobbying”, included as Attachment B.

RFP#2122-025 - Attachment A - City of Redondo Beach, CA Page 6 of 7 Contractor shall comply, and all its subcontractors shall comply, with all applicable lobbying prohibitions and laws, including, but not limited to, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352, et seq.), "New Restrictions on Lobbying," 49 C.F.R. Part 20, and agrees that none of the funds provided under this award may be expended by the Contractor, or its subcontractors, to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any Federal action concerning the award or renewal of any Federal contract, grant, loan, or cooperative agreement. If any non-Federal funds have been paid or will be paid by Contractor, or its subcontractors, for any lobbying that takes place in connection with obtaining any Federal award, Contractor, and its subcontractors, shall complete and submit Standard FormLLL, “Disclosure Form to Report Lobbying”, in accordance with the form’s instructions.

K. Procurement of Recovered Materials
Contractor shall comply, and all its subcontractors shall comply, with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247, containing the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services so that energy and resource recovery are maximized; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

L. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment In accordance to 2 CFR § 200.216:
(a) Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to:
(1) Procure or obtain;
(2) Extend or renew a contract to procure or obtain; or (3) Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
(i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).
(ii) Telecommunications or video surveillance services provided by such entities or using such equipment.
(iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

RFP#2122-025 - Attachment A - City of Redondo Beach, CA Page 7 of 7 (b) In implementing the prohibition under Public Law 115-232, section 889, subsection (f), paragraph (1), heads of executive agencies administering loan, grant, or subsidy programs shall prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered communications equipment and services, to procure replacement equipment and services, and to ensure that communications service to users and customers is sustained. (c) See Public Law 115-232, section 889 for additional information. (d) See also § 200.471.

M. Domestic Preferences for Procurements
In accordance to 2 CFR § 200.322:
(a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award.
(b) For purposes of this section:
(1) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
(2) “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

B‐1
EXHIBIT “B”
ADS’ RESPONSE TO RFP
See attached.

C‐1
EXHIBIT “C”

PURCHASE ORDER
See attached.

621 Lynnhaven Pkwy Ste 160
Virginia Beach, VA 23452
PHONE: (757) 481-7758 FAX: (757) 481-7758
CAGE: 1CAY9 DUNS: 027079776
UEI: GJMSFBCNMSK3
FEDERAL TAX ID: 54-1867268
QUOTE
Q-382258
QUOTE NUMBER Q-382258
QUOTE DATE 9/13/2022

CONTRACT TYPE STATE & LOCAL

BILL TO

NAME CITY OF REDONDO BEACH CA
ATTN: Robert Norman
ADDRESS 415 Diamond St.

Door 1
City of Redondo Beach - Purchasing
Redondo Beach, CA 90277
US

SHIP TO

NAME CITY OF REDONDO BEACH CA
ATTN: Robert Norman
ADDRESS 415 Diamond St.

Door 1
Redondo Beach, CA 90277
US

TERMS DODAAC / TIN INSIDE SALESREP OUTSIDE SALESREP
30 NET SHORES, TAYLOR
757-275-7976
[email protected]

HOUSE, VERTICAL - BUSINESS

DEVELOPMENT OR

MANUFACTURER

PART NUMBER

ADS PART
NUMBER

PART DESCRIPTION QTY COUNTRY OF
ORIGIN
LEAD
TIME
(DAYS)

UNIT PRICE EXTENDED
PRICE
4231306-201 4231306-201 BASIC BUNDLE PACKAGE (DIESEL)-
SKYWATCH 2 PERSON MODEL- FLIR

DAY/NIGHT ALL WEATHER DUAL
PTZ CAMERAS WITH NVR 24 INCH
MONITOR AND MOUSE- PA SYSTEMROOF MOUNTED SPOT LIGHTS (2) 1 United States 183 $185,034.48 $185,034.48
7006662ELK 7006662ELK2103279SKYWATCH BASIC WIRELESS
SYSTEM
1 United States 183 $10,969.74 $10,969.74
IS-SWSILVERTE IS-SWSILVERTE- SILVER SERVICE PLAN YEAR 1 4 United States 183 $5,944.44 $23,777.76 SUBTOTAL: $224,781.98
TAX: $20,420.12
FREIGHT: $8,000.00
TOTAL: $253,202.10
2103279
IS-SWTRAININGTE IS-SWTRAININGTE SKYWATCH OPERATIONAL GUIDE 1 United States 183 $5,000.00 $5,000.00 Notes:

ADS agrees to RFP Terms & Conditions Pricing is valid for 180 days from RFP due date Compliance Statement for Shipment of Controlled Items
ITAR and EAR: These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.

FCC: N/A
Returns and Exchanges
Returns and exchanges may be subject to restocking fees. Certain products are not eligible for returns or exchanges Product availability, prices and delivery dates are based upon current information at the time of quote. All information is subject to reconfirmation upon finalization of order.

Quotes with the DRAFT watermark are not official ADS quotes and are subject to change at any time.

ADS's ability to provide the products listed herein is contingent on ADS's ability to obtain any and all required export/import licenses. If licenses are required, additional fees may be added to account for these regulatory obligations. If the recipient is not a US federal government entity, this quote is an offer to sell expressly conditioned on the buyer’s acceptance of the standard Terms and Conditions of sale posted at www.adsinc.com/termsandconditionsofsale, unless agreed terms are expressly referenced elsewhere on this quote. All other terms and conditions are rejected.

D-1
EXHIBIT “D”

INSURANCE REQUIREMENTS
Without limiting Contractor’s indemnification obligations under this Agreement, Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.

Minimum Scope of Insurance
Coverage shall be at least as broad as:

Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

Workers’ Compensation insurance as required by the State of California.

Employer’s Liability Insurance.

Minimum Limits of Insurance
Contractor shall maintain limits no less than:

General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage.

The general aggregate limit shall apply separately to this project.

Employer’s Liability: $1,000,000 per accident for bodily injury or disease.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

Other Insurance Provisions
The general liability policies are to contain, or be endorsed to contain, the following provisions:

D-2
Additional Insured Endorsement:

General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance, or as a separate owner’s policy.

For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.

Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.

Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Contractor’s part.

Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.

Verification of Coverage
On request by the City, Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City’s requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by D-3
the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.