HomeMy WebLinkAboutA9276 - AIRWAVE COMMUNICATIONS ENTERPRISES, INC. CONTRACT ABSTRACT
2 Originals: Agreement; 1 Original: Performance & Payment Bond and Insurance
Contract
Company Name:
Company Contact:
Summary of Services:
Contract Price:
Funding Source:
Contract Term:
Airwave Communications Enterprises, Inc.
Shelly Ciaramitaro, s.ciaramitaro@airwavecommunication.com
Radio Equipment Repair & Installation Services – NASPO ValuePoint 00318
$75,000 + $225,000 = $300,000
Fire: 1006005-50031
November 1, 2022 through December 31, 2026
Contract Administration
Lead Department:
Contract Administrator:
Fire
Jason Loya
Contract Approvals
Council Approval:
Resolution Number:
Agreement Number:
03/31/2023
Item 1H
A9276
Contract Compliance
Exhibits:
Signatures:
Insurance:
Bonds:
Yes
Yes
Yes
N/A
Contract Prepared By: Procurement and Contracting
Submitted on: November 1, 2022 By: Brian Sotak-Rossman
DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
AMENDMENT NO. 1
TO COOPERATIVE PURCHASE AGREEMENT A9276
RADIO EQUIPMENT REPAIR AND INSTALLATION SERVICES
NASPO VALUEPOINT CONTRACT NO. 00318
BETWEEN THE CITY PALM SPRINGS AND
AIRWAVE COMMUNICATIONS ENTERPRISES INC.
1. Parties and Date.
This Amendment No. 1 to Cooperative Purchase Agreement No. A9276 is made and
entered into as of this 23rd day of March 2023, by and between the City of Palm Springs (“City”)
and AIRWAVE COMMUNICATIONS ENTERPRISES INC., a California Limited Liability
Company, (“Contractor”). City and Contractor are sometimes individually referred to as “Party”
and collectively as “Parties.”
2. Recitals.
2.1 Agreement. The City and Contractor have entered into an agreement entitled
“Cooperative Purchase Agreement A9276 Radio Equipment Repair and Installation Services”
dated November 1, 2022 (“Agreement”) for the purpose of retaining the services of Contractor to
provide the old repeater and new repeater maintenance and any radio repair and installation for
all City departments.
2.2 Amendment. The City and Contractor desire to amend the Agreement to modify
the scope and add $225,000.00 for a new not to exceed amount of $300,000.00.
2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section
9 of the Agreement.
3. Terms.
3.1 Compensation of Contractor. Section 3 of the Agreement is hereby amended in its
entirety to read as follows:
“This Agreement is for an amount not to exceed $300,000.00, subject to approved
amendments and changes. All pricing must be in accordance with the attached Quote, as
shown as Attachment “B”, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.”
“Attachment “A” is hereby deleted in its entirety and replaced with Attachment “A”
attached hereto and incorporated herein by reference.”
“Attachment “B” is hereby deleted in its entirety and replaced with Attachment “B”
attached hereto and incorporated herein by reference.”
DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
Amendment No. 1 2
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1,
all other provisions of the Agreement remain in full force and effect and shall govern the actions
of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1,
whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the
Agreement as amended by this Amendment No. 1.
3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 1.
3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals,
each of which is deemed to be an original, but when taken together shall constitute but one and
the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
Amendment No. 1 3
SIGNATURE PAGE TO AMENDMENT NO. 1 TO AGREEMENT BY AND BETWEEN THE
CITY OF PALM SPRINGS AND AIRWAVE COMMUNICATIONS ENTERPRISES INC.
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 as of the dates
stated below.
CONTRACTOR:
By: _________________________________ By: _______________________________
Signature Signature (2nd signature required for Corporations)
Date: _______________________________ Date: ______________________________
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: _____________ Item No. _____________
APPROVED AS TO FORM: ATTEST:
By: _________________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _________________________________ Date: ______________________________
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
4/3/2023
Gary Shoup Daniel Gutierrez
4/4/2023
4/4/2023
1H
Brenda Pree
03/31/2023
Amendment No. 1 4
ATTACHMENT “A”
SCOPE OF WORK
The scope of the services will be as outlined in the NASPO ValuePoint Contract No. 00318 and
detailed below. Services include old repeater and new repeater maintenance for the fire department
and radio repair and installation services for all City departments.
RADIO REPAIR AND INSTALLATION SERVICES:
Departments annual not-to-exceed amounts:
• Airport: $15,000
• Fire Department: $10,000
• Police Department: $5,000
• Fleet: $5,000
OLD AND NEW REPEATER MAINTENANCE (FIRE DEPT ONLY):
Annual Maintenance Agreement:
Includes:
• On-site response for INFRASTRUCTURE needs are according to severity level (Mon-
Fri/ 7AM to 4PM). Level 1, system down - 2 hour response/ Level 2, System impaired -
24 hour response/ Level 3, non-threatening, upgrade, maintenance future scheduled. Does
not include travel unless otherwise stated.
• Parts and labor required to repair radio unit under Maintenance which has failed due to
normal wear and tear.
• Discounted service rates for required work outside of maintenance coverage.
• Excluded: Unless agreed in writing, are accessories (antennas, cables, transmissions line,
networking equipment, batteries, external speakers, microphones, belt clips, etc.),
reprogramming, license entitlements, moving equipment location, repairing work done by
others, intrinsic radios, liquid & physical damage, or any component not listed in
agreement.
• One annual PREVENTATIVE MAINTENANCE CHECK per year. This includes,
removing dust, dirt, and foreign substance from equipment. An antenna sweep, test, tune
and align. Firmware upgrades will be performed so long as the firmware is provided by
the manufacturer free of charge. This only includes covered subscribers and RF sites.
Does not include travel unless otherwise stated.
• Any unsupported or end-of-life equipment will be serviced or repaired to the best of
Airwave's abilities. Customer will be notified if any unit is deemed unrepairable or new
OEM parts are unavailable, in which case the customer can decide to purchase a
replacement or dispose of equipment.
• Equipment must be in working order at time of agreement. A physical inventory
including serial numbers, must be taken before contract takes effect.
• Repairs for fixed equipment may include separate shipping and handling charge.
DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
Amendment No. 1 5
RADIO REPAIR AND INSTALLATION SERVICES:
OLD AND NEW REPEATER MAINTENANCE (FIRE DEPT ONLY):
City of Palm Springs Fire Maintenance Agreement Inventory Worksheet:
Annual Maintenance Agreement:
ATTACHMENT “B”
QUOTE / PRICING
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CITY COUNCIL STAFF REPORT
DATE: MARCH 23, 2023 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 1 TO COOPERATIVE PURCHASE
AGREEMENT NO. A9276 WITH AIRWAVE COMMUNICATIONS
ENTERPRISES INC. FOR RADIO EQUIPMENT REPAIR, INSTALLATION,
AND MAINTENANCE SERVICES
FROM: Scott C. Stiles, City Manager
BY: Fire Department
SUMMARY:
This action will approve Amendment No. 1 to Cooperative Purchase Agreement A9276
with Airwave Communications Enterprises Inc. in an amount not to exceed $225,000 for
old repeater and new repeater maintenance services, and any radio repair and installation
services for all City Departments.
RECOMMENDATION:
1. Approve Amendment No. 1 to Cooperative Purchase Agreement A9276
(Attachment A) with Airwave Communications Enterprises Inc. to provide the old
repeater and new repeater maintenance services and any radio repair and
installation services for all City Departments in an amount not to exceed $225,000
and a revised contract amount not to exceed $300,000.
2. Authorize the City Manager or designee to execute all necessary documents.
BUSINESS PRINCIPAL DISCLOSURE:
According to the Public Integrity Disclosure form (Attachment B), Airwave
Communications Enterprises Inc. is a Limited Liability Company and registered in the
State of California.
BACKGROUND:
The City required the services of a radio repair and installation services contractor for
radio repair and installation services for the Airport, Fire Department, Police Department,
and the Fleet Department, including a maintenance agreement for the old and new
Item 1H - Page 1
DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
repeaters systems. By utilizing Palm Springs Municipal Code Section 7.09.010,
“Cooperative Purchasing Programs”, the City was allowed to obtain these services
through Airwave Communications Enterprises Inc. (Airwave), under NASPO ValuePoint
Contract No. 00318.
Therefore, the City signed a Cooperative Purchase Agreement with Airwave
Communications Enterprises Inc. on November 8, 2022, in an amount not to exceed
$75,000, to meet the Fire Department’s immediate needs.
STAFF ANALYSIS:
After the contract was originally awarded, staff discovered that the amount of the contract
was incorrect; the original value only covered one year of the actual term of the contract.
The term of this agreement is for a period of four years and therefore the amount was
understated. Staff is requesting approval of Amendment No. 1 in the amount of $225,000
for the additional three years, for a revised contract amount not to exceed $300,000, for
old repeater and new repeater maintenance services and any radio repair and installation
services for all City Departments.
ENVIRONMENTAL ASSESSMENT:
The requested City Council action is not a “Project” as defined by the California
Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the
whole of an action, which has a potential for resulting in either a direct physical change in
the environment, or a reasonably foreseeable indirect physical change in the
environment. The requested action is to approve contracts for the above-mentioned
services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does
not include: (5) Organizational or administrative activities of governments that will not
result in direct or indirect physical changes in the environment.
ALIGNMENT WITH STRATEGIC PLANNING:
Approval of this action supports City Council priority 4B, Good Governance – Improve
Communications.
FISCAL IMPACT:
Funding has been allocated for these purchases and is available in the current fiscal year
in Account 1006005-50031.
REVIEWED BY:
Department Director: Jason Loya
Procurement & Contracting Manager: Kim Baker
City Manager: Scott Stiles
Item 1H - Page 2
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ATTACHMENTS:
A. Amendment No. 1
B. Public Integrity Disclosure
Item 1H - Page 3
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ATTACHMENT A
Item 1H - Page 4
DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
AMENDMENT NO. 1
TO COOPERATIVE PURCHASE AGREEMENT A9276
RADIO EQUIPMENT REPAIR AND INSTALLATION SERVICES
NASPO VALUEPOINT CONTRACT NO. 00318
BETWEEN THE CITY PALM SPRINGS AND
AIRWAVE COMMUNICATIONS ENTERPRISES INC.
1. Parties and Date.
This Amendment No. 1 to Cooperative Purchase Agreement No. A9276 is made and
entered into as of this 23rd day of March 2023, by and between the City of Palm Springs (“City”)
and AIRWAVE COMMUNICATIONS ENTERPRISES INC., a California Limited Liability
Company, (“Contractor”). City and Contractor are sometimes individually referred to as “Party”
and collectively as “Parties.”
2. Recitals.
2.1 Agreement. The City and Contractor have entered into an agreement entitled
“Cooperative Purchase Agreement A9276 Radio Equipment Repair and Installation Services”
dated November 1, 2022 (“Agreement”) for the purpose of retaining the services of Contractor to
provide the old repeater and new repeater maintenance and any radio repair and installation for
all City departments.
2.2 Amendment. The City and Contractor desire to amend the Agreement to modify
the scope and add $225,000.00 for a new not to exceed amount of $300,000.00.
2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section
9 of the Agreement.
3. Terms.
3.1 Compensation of Contractor. Section 3 of the Agreement is hereby amended in its
entirety to read as follows:
“This Agreement is for an amount not to exceed $300,000.00, subject to approved
amendments and changes. All pricing must be in accordance with the attached Quote, as
shown as Attachment “B”, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.”
“Attachment “A” is hereby deleted in its entirety and replaced with Attachment “A”
attached hereto and incorporated herein by reference.”
“Attachment “B” is hereby deleted in its entirety and replaced with Attachment “B”
attached hereto and incorporated herein by reference.”
Item 1H - Page 5
DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1,
all other provisions of the Agreement remain in full force and effect and shall govern the actions
of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1,
whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the
Agreement as amended by this Amendment No. 1.
3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 1.
3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals,
each of which is deemed to be an original, but when taken together shall constitute but one and
the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
Item 1H - Page 6
DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
SIGNATURE PAGE TO AMENDMENT NO. 1 TO AGREEMENT BY AND BETWEEN THE
CITY OF PALM SPRINGS AND AIRWAVE COMMUNICATIONS ENTERPRISES INC.
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 as of the dates
stated below.
CONTRACTOR:
By: _________________________________ By: _______________________________
Signature Signature (2nd signature required for Corporations)
Date: _______________________________ Date: ______________________________
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: _____________ Item No. _____________
APPROVED AS TO FORM: ATTEST:
By: _________________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _________________________________ Date: ______________________________
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Item 1H - Page 7
DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
ATTACHMENT “A”
SCOPE OF WORK
The scope of the services will be as outlined in the NASPO ValuePoint Contract No. 00318 and
detailed below. Services include old repeater and new repeater maintenance for the fire department
and radio repair and installation services for all City departments.
RADIO REPAIR AND INSTALLATION SERVICES:
Departments annual not-to-exceed amounts:
• Airport: $15,000
• Fire Department: $10,000
• Police Department: $5,000
• Fleet: $5,000
OLD AND NEW REPEATER MAINTENANCE (FIRE DEPT ONLY):
Annual Maintenance Agreement:
Includes:
• On-site response for INFRASTRUCTURE needs are according to severity level (Mon-
Fri/ 7AM to 4PM). Level 1, system down - 2 hour response/ Level 2, System impaired -
24 hour response/ Level 3, non-threatening, upgrade, maintenance future scheduled. Does
not include travel unless otherwise stated.
• Parts and labor required to repair radio unit under Maintenance which has failed due to
normal wear and tear.
• Discounted service rates for required work outside of maintenance coverage.
• Excluded: Unless agreed in writing, are accessories (antennas, cables, transmissions line,
networking equipment, batteries, external speakers, microphones, belt clips, etc.),
reprogramming, license entitlements, moving equipment location, repairing work done by
others, intrinsic radios, liquid & physical damage, or any component not listed in
agreement.
• One annual PREVENTATIVE MAINTENANCE CHECK per year. This includes,
removing dust, dirt, and foreign substance from equipment. An antenna sweep, test, tune
and align. Firmware upgrades will be performed so long as the firmware is provided by
the manufacturer free of charge. This only includes covered subscribers and RF sites.
Does not include travel unless otherwise stated.
• Any unsupported or end-of-life equipment will be serviced or repaired to the best of
Airwave's abilities. Customer will be notified if any unit is deemed unrepairable or new
OEM parts are unavailable, in which case the customer can decide to purchase a
replacement or dispose of equipment.
• Equipment must be in working order at time of agreement. A physical inventory
including serial numbers, must be taken before contract takes effect.
• Repairs for fixed equipment may include separate shipping and handling charge.
Item 1H - Page 8
DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
RADIO REPAIR AND INSTALLATION SERVICES:
OLD AND NEW REPEATER MAINTENANCE (FIRE DEPT ONLY):
City of Palm Springs Fire Maintenance Agreement Inventory Worksheet:
Annual Maintenance Agreement:
ATTACHMENT “B”
QUOTE / PRICING
Item 1H - Page 9
RATESMEfl
S rv ice ra tes for labor outs id e of m ai ntenance co verage.
On-Mainten 111'1 Field I
.After ~Maint.en nceContr ·ct I
I
Secrvico Type Field S:hop, Travet Hour.s Ho'lidD(Y Pricing ,) I
In stalle r 1'. $125-00 sas.oo N/A $142.50 i $200.ool' $115.00
!Technician '1 $165.00 $130.00 N/A .$187.SO :s2so.ool, $135.00 I
N/A I
$125.00 ProJ ect Manager $175.00 $150.00 $20250 1$250.00
I -I I Radio Benc h
IToch N/A $130.00 ,N/.A N/A N/A $130.001
I
Engineer $285.001 $265..00 IN/A $35250 $450.00 $250:00 I
Plf,;;iso oo"o: .rotes Bl'l1 per hour, fNJf I
I person with a, 2-hour mlllhrlum I
Fa.clory Oepo'! R.epa:Jrs based 0 11 I I Manw.icitJre Call for Pricing 11 I
' THERE IS A 7% INCRE.A;SE FOR EAGH ADDmo NAL YEAR
MODEL QTYIN QTY OUT Of D[SCRIPTIOn IN OUT OF MONTHLY ANNl:Ml
WAAIUINTY WIIIUI.ANf'f WARIIAl',ITY WMAANTY
NX52001/
Nx.5700
s
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,00 12.00 $184,00 $2,208.00
$500.00
DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
ATTACHMENT B
Item 1H - Page 10
DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
Item 1H - Page 11PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity 2. Address of Entit~(~rin~iP,le Plac~ ~iness) C'\ I .... 20 3 ris-y,o <.JC,Y-avo, ruvCI' l)Y. 0~ · ~m uesa-0¥1-Gil~\) 3. Local or California Address (if different than #2) 4. State where Entity is Registered with Secretary of State ~\\~\A If other than California, is the Entit also registered in California? Yes No 5. Type of Entity D Corporation ~ Limited Liability Company D Partnership D Trust D Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity --~---;---'~----------□Officer □Director □Member □Manager ~ General Partner D Limited Partner □Other ____________ _ _ l]=-:{)Jia=::._:_\..:.....::::::..3,._~....:......::::....1.._..1..:=;:;_i,--=-..~~=------D Officer D Director D Member D Manager [name] 8,General Partner D Limited Partner □Other ____________ _ __________________ D Officer D Director D Member D Manager (Revised 09 13 18) [name] D General Partner O Limited Partner D Other _____________ _ CITY OF PALM SPRINGS-PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 1 of 2 DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
Item 1H - Page 127. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE N)~ JANE DOE 50%, ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] D. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. (Revised 09 13.18) Date CITY OF PALM SPRINGS-PUBLIC INTEGRITY DISCLOSURE FORM APPLICANT DISCLOSURE FORM Page 2 of 2 DocuSign Envelope ID: 3C254897-DF6D-46FA-BBA4-9541C4C735FA
CONTRACT ABSTRACT
2 Originals: Agreement; 1 Original: Performance & Payment Bond and Insurance
Contract
Company Name:
Company Contact:
Summary of Services:
Contract Price:
Funding Source:
Contract Term:
Airwave Communications Enterprises, Inc.
Shelly Ciaramitaro, s.ciaramitaro@airwavecommunication.com
Radio Equipment Repair & Installation Services – NASPO ValuePoint 00318
$75,000
Fire: 1006005-50031
November 1, 2022 through December 31, 2026
Contract Administration
Lead Department:
Contract Administrator:
Fire
Jason Loya
Contract Approvals
Council Approval:
Resolution Number:
Agreement Number:
N/A
N/A
A9276
Contract Compliance
Exhibits:
Signatures:
Insurance:
Bonds:
Yes
Yes
Yes
N/A
Contract Prepared By: Procurement and Contracting
Submitted on: November 1, 2022 By: Brian Sotak-Rossman
DocuSign Envelope ID: 90A611AB-960A-49ED-9D8B-FC31AACB3330
Revised 2.9.22 Page 1 of 12
COOPERATIVE PURCHASE AGREEMENT A9276
RADIO EQUIPMENT REPAIR AND INSTALLATION SERVICES
NASPO VALUEPOINT CONTRACT 00318
This Cooperative Purchase of radio equipment repair and installation services Agreement
(“Agreement”) is entered into by and between the City of Palm Springs, a California charter city
and municipal corporation (“City”) and AIRWAVE COMMUNICATIONS ENTERPRISES
INC., a California Corporation (“Contractor”). City and Contractor are sometimes individually
referred to as “Party” or collectively as “Parties” in this Agreement.
1. BACKGROUND.
a. This Agreement is made and entered into in reference to the competitively
solicited NASPO ValuePoint Contract No. 00318 with Contractor (“Cooperative
Agreement”).
b. The City desires to obtain services for old repeater and new repeater maintenance
and any radio repair and installation for all City departments attached hereto as
Attachment “A”, the content of which is incorporated by reference to this
Agreement as if fully set out her in its entirety.
c. Contractor desires to perform said services on the terms and conditions set forth
in this Agreement.
2. TERM. Unless earlier terminated in accordance with Section 10 if this Agreement, this
Agreement shall continue in full force and effect, commencing on November 01, 2022,
and ending on the expiration of NASPO ValuePoint Contract 00318..
3. COMPENSATION AND PAYMENT. This Agreement is for an amount not to exceed
$75,000.00, subject to approved amendments and changes. All pricing must be in
accordance with the attached Quote, as shown as Attachment “B”, the content of which is
incorporated by reference into this Agreement as if fully set out here in its entirety.
4. APPROPRIATIONS. This Agreement is subject to, and contingent upon, funds being
appropriated by the City Council of City for each fiscal year. If such appropriations are
not made, this Agreement shall automatically terminate without penalty to City.
5. INSURANCE. Contractor shall procure and maintain, at its sole cost and expense,
policies of insurance as set forth in the attached Attachment "C", incorporated herein by
reference. If no insurance is required Attachment “C” will reflect that there are no
requirements.
6. INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall defend
(at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its
elected officials, officers, employees, agents, and volunteers (collectively the
“Indemnified Parties”), from and against any and all liabilities, actions, suits, claims,
demands, losses, costs, judgments, arbitration awards, settlements, damages, demands,
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orders, penalties, and expenses including legal costs and attorney fees (collectively
“Claims”), including but not limited to Claims arising from injuries to or death of persons
(Contractor’s employees included), for damage to property, including property owned by
City, for any violation of any federal, state, or local law or ordinance or in any manner
arising out of, pertaining to, or incident to any acts, errors or omissions, or willful
misconduct committed by Contractor, its officers, employees, representatives, and agents,
that arise out of or relate to Contractor’s performance of Services or this Agreement.
This indemnification clause excludes Claims arising from the sole negligence or willful
misconduct of the Indemnified Parties. Under no circumstances shall the insurance
requirements and limits set forth in this Agreement be construed to limit Contractor’s
indemnification obligation or other liability under this Agreement. Contractor’s
indemnification obligation shall survive the expiration or earlier termination of this
Agreement until all actions against the Indemnified Parties for such matters indemnified
are fully and finally barred by the applicable statute of limitations or, if an action is
timely filed, until such action is final.
7. NOTICE. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day faxed, or
hand delivered or on the third day after postmark if sent by certified mail. Notice must be
sent as follows:
To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: Airwave Communication Enterprises Inc.
Attention: Shelly Ciaramitaro
7213 Old 215 Frontage Road
Moreno Valley, CA 92553
8. Compliance with Law. Contractor shall comply with all applicable federal, state, and
local laws, statutes and ordinances and all lawful orders, rules, and regulations when
performing the Services. Contractor shall be liable for all violations of such laws and
regulations in connection with this Agreement.
9. Changes. In the event any change or changes in the work is requested by City, Parties
shall execute a written amendment to this Agreement, specifying all proposed
amendments, including, but not limited to, any additional fees. An amendment may be
entered into.
a. To provide for revisions or modifications to documents, work product, or Work,
when required by the enactment or revision of any subsequent law; or
b. To provide for additional work not included in this Agreement or not customarily
furnished in accordance with generally accepted practice in Contractor’s
profession.
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10. Termination Prior to Expiration of Term. City may terminate this Agreement at any
time, with or without cause, upon thirty (30) days written notice to Contractor. Where
termination is due to the fault of Contractor and constitutes an immediate danger to
health, safety, and general welfare, the period of notice shall be such shorter time as may
be determined by the City. Upon receipt of the notice of termination, Contractor shall
immediately cease all Services except such as may be specifically approved by the
Contract Officer. Contractor shall be entitled to compensation for all Services rendered
prior to receipt of the notice of termination and for any Services authorized by the
Contract Officer after such notice. City shall not be liable for any costs other than the
charges or portions thereof which are specified herein. Contractor shall not be entitled to
payment for unperformed Services and shall not be entitled to damages or compensation
for termination of Work. If the termination is for cause, the City shall have the right to
take whatever steps it deems necessary to correct Contractor's deficiencies and charge the
cost thereof to Contractor, who shall be liable for the full cost of the City's corrective
action. Contractor may not terminate this Agreement except for cause, upon 30 days
written notice to City.
11. Covenant Against Discrimination. In connection with its performance under this
Agreement, Contractor shall not discriminate against any employee or applicant for
employment because of actual or perceived race, religion, color, sex, age, marital status,
ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic
characteristics, or ethnicity), sexual orientation, gender identity, gender expression,
physical or mental disability, or medical condition (each a “prohibited basis”). Contractor
shall ensure that applicants are employed, and that employees are treated during their
employment, without regard to any prohibited basis. As a condition precedent to City’s
lawful capacity to enter this Agreement, and in executing this Agreement, Contractor
certifies that its actions and omissions hereunder shall not incorporate any discrimination
arising from or related to any prohibited basis in any Contractor activity, including but
not 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; and further, that
Contractor is in full compliance with the provisions of Palm Springs Municipal Code
Section 7.09.040, including without limitation the provision of benefits, relating to non-
discrimination in city contracting.
12. Entire Agreement. This Agreement, along with the Cooperative Agreement constitutes
the entire agreement between the parties concerning the subject matter of this Agreement
and supersedes all prior negotiations, arrangements, agreements and understandings,
either oral or written between the parties. In the event of conflict or inconsistency
between this Agreement and the Cooperative Agreement, this terms and conditions in this
Agreement shall prevail.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO COOPERATIVE PURCHASE OF RADIO EQUIPMENT REPAIR
AND INSTALLATION SERVICES AGREEMENT BY AND BETWEEN THE CITY OF
PALM SPRINGS AND AIRWAVE COMMUNICATIONS ENTERPRISES INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _______________________________________ By: _________________________________________
Signature Signature (2nd signature required for Corporations)
Date: Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: N/A Item No. N/A
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
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11/8/2022
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ATTACHMENT “A”
SCOPE OF WORK
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The scope of the services will be as outlined in the NASPO ValuePoint Contract 00318 and
detailed below. Services include old repeater and new repeater maintenance and radio repair and
installation services for all City departments.
Departments annual not-to-exceed amounts:
• Airport: $15,000
• Fire Department: $10,000
• Police Department: $5,000
• Fleet: $5,000
Annual Maintenance Agreement:
Includes:
• On-site response for INFRASTRUCTURE needs are according to severity level (Mon-
Fri/ 7AM to 4PM). Level 1, system down - 2 hour response/ Level 2, System impaired -
24 hour response/ Level 3, non-threatening, upgrade, maintenance future scheduled. Does
not include travel unless otherwise stated.
• Parts and labor required to repair radio unit under Maintenance which has failed due to
normal wear and tear
• Discounted service rates for required work outside of maintenance coverage.
• Excluded: Unless agreed in writing, are accessories (antennas, cables, transmissions line,
networking equipment, batteries, external speakers, microphones, belt clips, etc.),
reprogramming, license entitlements, moving equipment location, repairing work done by
others, intrinsic radios, liquid & physical damage or any component not listed in
agreement.
• One annual PREVENTATIVE MAINTENANCE CHECK per year. This includes,
removing dust, dirt and foreign substance from equipment. An antenna sweep, test, tune
and align. Firmware upgrades will be performed so long as the firmware is provided by
the manufacturer free of charge. This only includes covered subscribers and RF sites.
Does not include travel unless otherwise stated.
• Any unsupported or end-of-life equipment will be serviced or repaired to the best of
Airwave's abilities. Customer will be notified if any unit is deemed unrepairable or new
OEM parts are unavailable, in which case the customer can decide to purchase a
replacement or dispose of equipment.
• Equipment must be in working order at time of agreement. A physical inventory
including serial numbers, must be taken before contract takes effect.
• Repairs for fixed equipment may include separate shipping and handling charge
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ATTACHMENT “B”
QUOTE / PRICING
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City of Palm Springs Fire Maintenance Agreement Inventory Worksheet:
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ATTACHMENT “C”
INSURANCE REQUIREMENTS
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INSURANCE
1. Procurement and Maintenance of Insurance. Contractor shall procure and
maintain public liability and property damage insurance against all claims for injuries against
persons or damages to property resulting from Contractor’s performance under this Agreement.
Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and
content satisfactory to the City, and submit concurrently with its execution of this Agreement.
Contractor shall also carry workers’ compensation insurance in accordance with California
workers’ compensation laws. Such insurance shall be kept in full force and effect during the
term of this Agreement, including any extensions. Such insurance shall not be cancelable
without thirty (30) days advance written notice to City of any proposed cancellation. Certificates
of insurance evidencing the foregoing and designating the City, its elected officials, officers,
employees, agents, and volunteers as additional named insureds by original endorsement shall be
delivered to and approved by City prior to commencement of services. The procuring of such
insurance and the delivery of policies, certificates, and endorsements evidencing the same shall
not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials,
officers, agents, employees, and volunteers.
2. Minimum Scope of Insurance. The minimum amount of insurance required
under this Agreement shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least
one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two
million dollars ($2,000,000) general aggregate;
2. Automobile liability insurance with limits of at least one million dollars
($1,000,000.00) per occurrence;
3. Professional liability (errors and omissions) insurance with limits of at
least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000)
annual aggregate is:
_________ required
___X____ is not required;
4. Workers’ Compensation insurance in the statutory amount as required by
the State of California and Employer’s Liability Insurance with limits of at least one million
dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the
City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement, Contractor’s
insurance coverage shall be primary with respect to the City and its respective elected officials,
officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City
and its respective elected officials, officers, employees, agents, and volunteers shall be in excess
of Contractor’s insurance. For Workers’ Compensation and Employer’s Liability Insurance
only, the insurer shall waive all rights of subrogation and contribution it may have against City,
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its elected officials, officers, employees, agents, and volunteers only as respects the Contractor’s
negligence.
5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided
by authorized insurers in good standing with the State of California. Coverage shall be provided
by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class
VII, or better, unless otherwise acceptable to the City.
6. Verification of Coverage. Contractor shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, affecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be
received and approved by the City before work commences. Additional insured endorsements
are not required for Errors and Omissions and Workers’ Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of
Liability Insurance Coverage with an approved blanket Additional Insured Endorsement with the
following endorsements stated on the certificate or equivalent policy approved wording:
A. "The City of Palm Springs, its officials, employees, and agents are named as an
additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all
work performed with the City" may be included in this statement).
B. "This insurance is primary over any insurance or self-insurance the City may
have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed
with the City" may be included in this statement).
C. "Should any of the above-described policies be canceled before the expiration
date thereof, the issuing company will mail 30 days written notice to the Certificate Holder
named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose
no obligation or liability of any kind upon the company, its agents or representative" is not
acceptable and must be crossed out.
D. Both the Workers’ Compensation and Employers' Liability policies shall contain
the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees,
agents, and volunteers as respects the negligence of the Contractor.
In addition to the endorsements listed above, the City of Palm Springs shall be named the
certificate holder on the certificates of insurance.
All certificates of insurance and endorsements are to be received and approved by the City
before work commences. All certificates of insurance must be authorized by a person with
authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter.
Failure to obtain the required documents prior to the commencement of work shall not waive the
Contractor’s obligation to provide them.
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7. Deductibles and Self-Insured Retentions. Contractor guarantees payment of all
deductibles and self-insured retentions.
8. Severability of Interests (Separation of Insureds). This insurance applies
separately to each insured against whom claim is made or suit is brought except with respect to
the limits of the insurer’s liability.
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