VENDOR SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND WEST COAST LIGHTS AND SIRENS
This Agreement is made and entered into as of February 16, 2022 by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, , San Bernardino, CA 92401 ("City"), and West Coast Lights and Sirens, Inc., a corporation with its principal place of business at 601 Columbia Ave Ste. A, Riverside CA 92507 (hereinafter referred to as "Consultant") with its principal place of business at 601 Columbia Ave Ste. A, Riverside CA 92507 (hereinafter referred to as "Consultant"). City and Consultant are hereinafter sometimes referred to individually as "Party" and collectively as the "Parties.
RECITALS
A. City is a public agency of the State of California and is in need of vendor services for the following project:
Installation of emergency equipment in police vehicles (hereinafter referred to as "the Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
AGREEMENT
1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.
Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A."
3. Vendor Practices. All vendor services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal.
Consultant warrants that Consultant is familiar with all laws that may affect its pertormance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.
Compensation.
Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit " A." 1 In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $550,000 per year. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.
5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
a. Adjustments. No retroactive price adjustments will be considered.
Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing.
6. Term. This Agreement shall commence on the Effective Date and continue through February 16, 2023, unless the Agreement is previously terminated as provided for herein ("Term"). This Agreement may be extended via written notice as provided by Section 29 of this Agreement by the City Manager or his or her designee for a maximum of two additional years. Pricing for the option years shall be negotiated prior to the exercising of any option year. Option Year One, if exercised, shall be effective February 17, 2023 through February 16, 2024. Option Year Two, if exercised, shall be effective February 17, 2024 through February 16, 2025.
7. Maintenance of Records; Audits.
a. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. 2 9. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.
Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
10. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.
C. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
11. Standard of Care. Consultant's services will be performed in accordance with generally accepted practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the industry currently practicing under similar conditions. Consultant's performance shall conform in all material respects to the requirements of the Scope of Work.
12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept 3 payment from or employment with any person or entity which will constitute a conflict of interest with the City.
13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City's Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business.
14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance.
16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured
The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant's and its subconsultants' policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.
Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies 4 acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX)
exclusion deleted
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional Cry arde coverage insured.
Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
5 (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (IV) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers' Compensation/Employer's Liability
Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(i) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber)
At all times during the performance of work under this Agreement, the Designer shall maintain privacy/network security insurance, in a form and with insurance companies acceptable to the City, for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and (4) the introduction, implantation or spread of malicious software code.
g. Minimum Policy Limits Required
6 The following insurance limits are required for the
Agreement:
Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal
injury, and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer's Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence and
aggregate
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall De provid. to the parties required to be named as Additional Insured pursuant to this h. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certitying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG O0 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. Al evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. i. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver 7 renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) It the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. j. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or
companies with a current A.M. Best's rating of no less than A: VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities 8 and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification.
If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
I. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
17. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, , "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys' fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement.
If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code 9 section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.
18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements.
19. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.
21. Termination or Abandonment
10 a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days' written notice to Consultant.
In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
22. Attorneys' Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney's Office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for the purposes of this Agreement.
23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant's services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction.
24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.
25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
26. Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become 11 the property of the City.
27. Organization. Consultant shall assign Mitchel Gonzalez as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.
29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post olives gertiese and share ere read one read a red to the CITY: CONSULTANT:
City of San Bernardino Mitchel Gonzalez
Vanir Tower, 290 North D Street West Coast Lights and Sirens San Bernardino, CA 92401 601 Columbia Ave. Unit A&B
Attn: Robert D. Field, City Manager Riverside, CA, 92507 With Copy To:
City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Entire Agreement. This Agreement, including Exhibit "A," represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement.
33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such 12 determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect.
34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
36. Time of Essence. Time is of the essence for each and every provision of this Agreement.
37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.
39. City's Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
13 41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.
42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.
43. Electronic Signatures. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature
[SIGNATURES ON FOLLOWING PAGE]
14 SIGNATURE PAGE FOR VENDOR SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND WEST COAST LIGHTS AND SIRENS, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF SAN BERNARDINO CONSULTANT
WEST COAST LIGHTS AND SIRENS,
INC.
Robert D. Field
City Manager
Signature
ATTE VED BY:
Koc
Name
Genoveva Rocha, CMC RESIDENT
City Clerk
Title
APPROVED AS TO FORM:
ATTESTED BY:
Best Best & Krieger LLP
City Attorney
Signature
Name
Title
15 Exhibit A
WEST
LIGHTS & SIRENS
COAST
West Coast Lights & Sirens
City of San Bernardino
RFQ F-22-18
10/28/2021
IWEST I www.wels.us
LIGHTS & SIRENS 601 Columbia Ave Ste A
Riverside Ca 92507
COAST 951.779.9257
Letter of Transmittal
October 28, 2021
Mitchel Gonzalez: Sales Manager
West Coast Lights & Sirens
601 Columbia Ave. Unit A & B
Riverside, CA 92507
951-779-9257
Mitchel@ wcls.us
Dear Ms. Slouka:
West Coast Lights and Sirens fully understands the objectives outlined in the scope of work with a commitment to provide the services in accordance with RFP No. F-22-18. We understand that we are installing equipment in Patrol, Supervisor and CSO Ford PIU vehicles. We are aware of the quality expected and can meet the standards.
The bid response to RFQ F-22-18 will remain valid for 120 days from October 28, 2021.
Sincerely,
Mitchel Gonzalez
Sales Manager
West Coast Lights & Sirens
TWEST! www.wels.us
LIGHTS & SIRENS 601 Columbia Ave Ste A
Riverside Ca 92507
COAST 951.779.9257
STATEMENT OF QUALIFICATIONS
West Coast Lights & Sirens has been in business since 2007 and specializes in the installation of emergency vehicle equipment. We work on a wide variety of vehicles for agencies all throughou california, Hawaii & Nevada. We operate in a 32,000 square foot building. The building is quipped with 7 large workstations and about 30 dedicated full-time employees, giving us th ability to work on multiple vehicles at the same time. Our facility is equipped with a custon fabrication area and two full time fabricators, allowing us to create and modify any necessary parts. Our parts department is fully stocked with the proper hardware and electrical components needed to perform your job.
All the technicians at West Coast Lights and Sirens are EVT Certified (Emergency Vehicle Technician). As part of our Ford Qualified Vehicle Modifier (QVM) Certification we hold bi- weekly in-house training classes for our employees, this ensures that our employees stay up to date on installation requirements. It also helps the shop become more uniform for every department.
Our employees are the main reason we are a Ford QVM. QVM holds us to a certain standard on materials and techniques used when modifying a vehicle. We also go through annual audits by Ford and have to maintain a level of continuous improvement. As part of QVM we weigh all Ford vehicles in our shop to get a final weight when we are completed with our outfit. If the vehicle was to get into an accident after the build you can show that the vehicle was not overweight and the brakes could still handle the load of the vehicle.
While working on your vehicles we will take many precautions in making sure that the vehicle is not damaged. When a vehicle is being worked on it stays in its designated station from the start of the job until its finished. This reduces the need to move the vehicle. We also wrap highly occupied parts of the vehicle in a 3M plastic to avoid scratches. Once the vehicles are done and ready to be picked up, we store them in our secured side lot or leave them in the building.
West Coast Lights & Sirens holds itself to the highest standard of quality and procedures giving our customer the most reliable vehicles on the road.
Key employees working on the job are as followed:
- Rexx Revelle- is our most experienced and diverse employee. He has been with us since we opened and is our shop foreman. He will oversee scheduling vehicle work and completion. He will also ultimately be the one assigning the project to a crew based off crew familiarity and workload. He will also have oversight of the project and monitor its progress. Lastly, he will be the one to quality control the vehicle to verify completion. - Jason Radke- is one of the most experienced techs we have. He has worked at WCLS since we opened and has been in the industry for several years before we opened. He has WESTI www.wels.us
LIGHTS & SIRENS 601 Columbia Ave Ste A
Riverside Ca 92507
COAST 951.779.9257
his basic EVT certification, Managerial 1 & 2 certification and his F1 certification. He is also testing for his F2 & F3 certification. Jason will oversee assigning work and planning/prepping on how all electrical systems will operate. - Arturo Gallegos- is also a very experienced teach who has been with us since we opened.
He also has his basic EVT and Managerial certification. He will work with Jason on the planning/prepping all electrical systems. He will also work with other employees in the group on miscellaneous installation.
Sincerely,
Mitchel Gonzalez
Sales Manager
West Coast Lights & Sirens
IWEST www.wels.us
LIGHTS & SIRENS 601 Columbia Ave Ste A
Riverside Ca 92507
COAST 951.779.9237
REFERENCES
Placentia Police Department
Julie Kennicutt - Senior Management Analyst
714-524-3459
Email: JKENNICUTT@ PLACENTIA.ORG
2009-Current
Wondries Fleet
Kevin Buzzard - Feet Coordinator
626-457-55900
714-264-1867 C
[email protected]
2010-Current
Redondo Beach Police Department
Maria Temprano
Property and Evidence Unit
Facilities/Fleet Services
401 Diamond Street, Redondo Beach CA 90277
310.379.2477, ext 2009
maria.temprano @redondo.org
2013-Current
Sincerely,
Mitchel Gonzalez
Sales Manager
West Coast Lights & Sirens
Foxed
Ford Motor Company
Is proud to recognize
West Coast Lights and Sirens
as a participant in the
Police
Qualified Vehicle Modifier Program
Kame Me
HICE® Randy M. Freiburger-SVE Quality Programs Mgr.
MODIFIER September 2021
City of San Bernardino
TECHNICAL SPECIFICATIONS
RFQ F-22-18
Install Emergency Equipment into new Ford Interceptor Utility Vehicles NOTICE : "SPECIAL INSTRUCTIONS TO THE BIDDER"
Services:
Bidder shall complete right-hand column indicating brief reasoning for exceptions to requirements when not acceptable. State "Acceptable" if requirements are agreeable as set forth in left-hand column. The City may invalidate any BID that if Equipment:
Bidder shall complete right-hand column indicating specific size and or make and model of all components when not exactly as specified. State "As Specified" if item is exactly as set forth in the left-hand column.
FAILURE TO COMPLETE RIGHT HAND COLUMN WILL INVALIDATE BID
CATEGORY I ACCEPTABLE / AS SPECIFIED
Install Emergency Equipment into new Ford
ACCEPTABLE/ AS SPECIFIED
Interceptor Utility Vehicles.
Description ACCEPTABLE / AS SPECIFIED
Quote must include cost of each item of equipment unless as "customer provided" dipment and shippine ACCEPTABLE/ AS SPECIFIED miscellaneous parts to install equipment and shipping
costs should be included as part of the quoted price.
PATROL VEHICLE
>>W/ CODE-1/SECURE IDLE ACCEPTABLE/ AS SPECIFIED
51" RED/BLUE VALOR
- SIREN/LIGHT CONTROLLER WITH 17 BUTTON
CONTROLLER, 100/200
INTEGRATION CAPABILITY, INTEGRATED
RUMBLER® CAPABILITY, AND INTEGRATED
DUAL TONE CAPABILITY
OVERHEAD FACEPLATE - 2020 UTILIT
MIC EXTENSION CABLE FOR SSP3000B
- ES100 SPEAKER W/O BRACKET (MOUNTED ON
- ES100 2 BRACKET KIT FPIU20 NO DRILL
- 2020 FORD UTILITY BUMPER
- 150 AMP BREAKER
- SEDAN / 2020 UTILITY CIRCUIT BREAKER
BRACKET
- FUSE BLOCK ST BLADE 6 CIRCUIT
- FUSE BLOCK STBLADE 12 CIRC W/GND/CVR
- AUTOMATIC TIMER DISCONNECT
- 202 PI UTILITY DRIVER/PASSENGER SIDE
WINDOW GUARDS, WELDED BARS,
VERTICAL DESIGN
- RECESSED BACK PANEL, SLIDING WINDOW,
SQUARE-HOLE BRACKET, LARGE WINDOW
FOR FORD UTILITY
- 2020 FORD UV BIG BOY PARTITION MOUNT
(INCLUDED WITH PARTITION)
- 2020 FORD UV KICK PANELS WITH FOOT
POCKETS
- 2020 PI UTILITY PLASTIC FLOOR PAN W/ V-
DRAIN
- PLASTIC SEAT W/ OS BELTS, REAR PARTITION
POLYCARBONATE WINDOW, WITH FIRE
COMPARTMENT
- 2020 PI UTILITY DRIVER /PASSENGER SIDE
SET OF DIAMOND-PUNCHED WINDOW
SCREENS
- 2020 FORD UV REAR HATCH WINDOW
SCREEN; SQUARE-HOLE PUNCH
- 2020 FORD UV TILT-UP CARGO MOUNT W/GAS ACCEPTABLE/ AS SPECIFIED SHOCKS
- 2020 PI UTILITY ELECTRONICS TRAY
- DUAL CORNER LED LIGHT HEAD W/IN-LINE
FLASHER, RED/BLUE
- DUAL CORNER LED LIGHT HEAD W/IN-LINE
FLASHER (REVERSE LIGHTS)
- MICROPULSE ULTRA 6, DUAL -COLOR ACCEPTABLE/ AS SPECIFIED SURFACE MOUNT, 12-24V DC, BLUE/AMBER
>>UNDER HATCH LIGHTS<W/ON/OFF SWITCH
- MICRO PULSE 620 ULTRA (BLUE/RED)
>>MIRROR LIGHTS<<
- SPACER KIT FOR THE ULTRA MPS LIGHTS
- DUAL GUN RACK
- SANTA CRUZ GUN LOCK S-C1 W STANDARD
KEY
- XL HANDCUFF STYLE GUN LOCK
- BUTT PLATE FOR WEAPON
- GUN LOCK TIMER
- >>2 BUTTONS UNDER DRIVER AND
PASSENGER FOR RELEASE
- LITLITE, 12" RHEO, END CHAS MAPLIGHT
- 3/4" HOLE NMO STYLE BRASS MT W/17"
RG58U & NO CONNECTOR
- FABRICATION-NARROW BOX TO HOLD
LOOSE ITEMS ACCEPTABLE/ AS SPECIFIED
- 15 AMP 12VOLT DC SOCKET (2 ON BLANK
FACEPLATE IN CONSOLE)
- FRONT END HARNESS, W/GXL & TXL WIRE
- SAMLEX AMERICA-450 WATT AC INVERTER
W/ USB PORT, MODIFIED SINE WAVE
- FABRICATION-TO MODIFY CONSOLE TO
MOUNT INVERTER INSIDE
MISC. PARTS, WIRE, ZIP TIES, CLAMPS,
FASTENERS, RELAYS, ETC.
CUSTOMER SUPPLIED EQUIPMENT
- ALSO TO INSTALL CUSTOMER SUPPLIED
RADIO, MODEM W/ ANTENNA, DOCKING
STATION, AND KEYBOARD W/ MOUNT
COMMUNITY SERVICE VEHICLE
- 70 AMP CIRCUIT BREAKER
- UNIVERSAL CIRCUIT BREAKER BRACKET
FROM BK CUSTOMS
- 45" ALLEGIANT, AMBER, TAKEDOWNS,
ALLEYS,FRONT FLOOD,CLEAR DOMES, 6- ACCEPTABLE/ AS SPECIFIED
BUTTON CONTROLLER
- 2-CHANNEL RELAY
- MICROPULSE ULTRA DUAL COLOR,
WHITE/AMBER (GRILLE LIGHTS)
- FABRICATION OF GRILLE LIGHTS
- DUAL CORNER LED HEAD W/IN-LINE
FLASHER, AMBER /WHITE (HEADLIGHTS)
- SINGLE COLOR LED W/ INLINE FLASHER,
AMBER (TAILLIGHTS)
- 2020+ FORD INTERCEPTOR UTILITY VEHICLE
- 13" LOWER POLE ASSEMBLY ACCEPTABLE/ AS SPECIFIED
7" CENTER UPPER POLE
• SHORT ADJUSTABLE SUPPORT BRACE
6" LOCKING SLIDE ARM WITH SHORT CLEVIS
3/4" HOLE NMO STYLE BRASS MT W/17"
RG58U & NO CONNECTOR
- LAIRD/ ANTENEX 118-970 MHZ ODB FIELD
TUNABLE 1/4 WAVE BLACK MOBILE
ANTENNA
- FABRICATION OF ELECTRONICS BOARD
WITH CARPET
- IGNITION DELAY MODULE 30 MIN TO 8HRS -
VOLTAGE SENSE (1 HOUR)
BOSCH 75 AMP RELAY
- FUSE BLOCK STBLADE DUAL 12 W/
GROUND/COVER
- MISC. PARTS, WIRE, ZIP TIES, CLAMPS,
FASTENERS, RELAYS, ETC.
CUSTOMER SUPPLIED EQUIPMENT
- ALSO TO INSTALL CUSTOMER SUPPLIED
RADIO, MODEM W/ ANTENNA, DOCKING ACCEPTABLE/ AS SPECIFIED
STATION, AND KEYBOARD W/ MOUNT
CERTIFICATIONS
- Ford Motor Company Qualified Vehicle ACCEPTABLE/ AS SPECIFIED Modifier(QVM)
PRICE FORM
Provide pricing that is a Firm Fixed Fee.
Project Overall Cost Summary.
In addition to completing the price form, vendors shall supply an itemized quote for each vehicle type to include labor costs.
FAILURE TO COMPLETE ALL COST SHEETS WILL INVALIDATE BID $ 14,079.62
1. Cost for one Patrol Vehicle
2. Cost for one Patrol Supervisor Vehicle (W/out cage) $ 10,279.61
3. Cost for one CSO Vehicle $. 5,525.40
0.00 4. Any additional costs per vehicle type $
2,355.57
5. Taxes $.
6. Additional Fees $_ 0.00
7. Additional Fees $ 0.00
Grand Total: $ 32,240.20
Are there any other additional or incidental costs, which will be required by your firm in order to meet the requirements of the Technical Specifications? _Yes / No (circle one). If you answered "Yes", please provide detail of said additional costs:
NO
Please indicate any elements of the Technical Specifications that cannot be met by your firm.
Have you included in your bid all informational items and forms as requested? Yes / No (circle one). If you answered "No", please explain:
YES
Terms and conditions as set forth in this RFQ apply to this bid.
Cash discount allowable2% 15 _ days; unless otherwise stated, payment terms are: Net thirty (30) days.
This bid has been reviewed and found to be correct and final. The undersigned is authorized to providing pricing:
Name and Title of Authorized Representative: MITCHEL GONZALEZ
SALES MANAGER
Signature :
WEST COAST LIGHTS & SIRENS
Company Name:
601 COLUMBIA AVE. UNIT A&B. RIVERSIDE, CA 92507
Address:
Phone/fax and email: _P: 951-779-9257 F: 951-779-9256 [email protected]
SUBCONTRACTOR'S LIST
As required by California State Law, the General Contractor bidding will hereinafter state the subcontractor who will be the subcontractor on the job for each particular trade or subdivision of the work in an amount in excess of one-half of one percent of the General Contractor's total bid and will state the firm name and principal location of the mill, shop, or office of each. If a General Contractor fails to specify a subcontractor, or if he specifies more than one subcontractor for the same portion of work to be performed under the contract in excess of one-half of one percent, he agrees that he is fully qualified to perform that portion himself and that he shall perform that portion himself.
DIVISION OF NAME OF FIRM OR LOCATION
WORK OR CONTRACTOR CITY
TRADE
Print Name Signature of Bidder
Company Name:
Address:
REJECTION OF BIDS
The undersigned agrees that the City of San Bernardino reserves the right to reject any or all bids, and reserves the right to waive informalities in a bid or bids not affected by law, if to do seems to best serve the public interest.