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HomeMy WebLinkAboutA9343 - Code 5 Group, LLCCONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Annual Tracking Services Software Agreement Code 5 Group, LLC Melissa Conlan melissa@code5group.com Amendment #2 - extending the term 3 year and adding additional compensation. $3,000 + $3,000 + $9,000 = $15,000 5 years: 1/1/23 - 12/31/2027 N/A Kevin Nannis: Kevin@code5group.com Information Technology Larry Klingaman N/A A9343 #2 Yes N/A N/A Department - Yes Cumulative Spend = $19,640 12/16/24 Rene Sanchez Docusign Envelope ID: F2021F7C-B112-4B8F-8126-153065DD8257 Page 1 of 4 Revised: 10.31.23 AMENDMENT NO. 2 TO THE ANNUAL TRACKING SERVICES SOFTWARE AGREEMENT A9343 BETWEEN THE CITY PALM SPRINGS AND CODE 5 GROUP, LLC. 1. Parties and Date. This Amendment No. 2 to the Annual Tracking Services Software Agreement is made and entered into as of this 17th day of December, 2024, by and between the City of Palm Springs (“City”) and Code 5 Group, LLC, 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 “Annual Tracking Services Software Agreement” dated December 7, 2022 (“Agreement”) for the purpose of retaining the services of Contractor to provide annual tracking services software for the Palm Springs Police Department for an amount not to exceed $3,000 and a term of January 1, 2023 to December 31, 2023. 2.2 Amendment #1. The City and Contractor amended the Agreement to extend term for one year and add additional compensation. The Parties have heretofore entered into that Amendment No. 1 dated December 28, 2023 for a new amount of not to exceed $6,000 and a term of January 1, 2023 to December 31, 2024. 2.3 Amendment #2. The City and Contractor desire to amend the Agreement to extend the term of services for three years and add additional compensation. 2.4 Amendment Authority. This Amendment No. 2 is authorized pursuant to the Service Term Section of the Agreement. 3. Terms. 3.1 The term of the agreement has been extended for three additional years, January 01, 2025 through December 31, 2027 for an additional amount of $9,000 as detailed on the attached Estimate no. 4115 dated 12/11/2024, for a new not to exceed amount of $15,000. “Exhibit A is attached hereto and incorporated herein by reference for a term of January 1, 2023 to December 31, 2027.” 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2. Docusign Envelope ID: F2021F7C-B112-4B8F-8126-153065DD8257 Page 2 of 4 Revised: 10.31.23 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. 2. 3.4 Severability. If any portion of this Amendment No. 2 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. 2 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: F2021F7C-B112-4B8F-8126-153065DD8257 Page 3 of 4 Revised: 10.31.23 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND CODE 5 GROUP, LLC. 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 Docusign Envelope ID: F2021F7C-B112-4B8F-8126-153065DD8257 12/24/2024 12/25/2024 Page 4 of 4 Revised: 10.31.23 Estimate #4115 adding 3 years of services for term 1/1/25 – 12/31/2027: Docusign Envelope ID: F2021F7C-B112-4B8F-8126-153065DD8257 CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Annual Tracking Services Software Agreement Code 5 Group, LLC Kevin Nannis Kevin@code5group.com Amendment #1 - extending the term 1 year and adding additional compensation. $3,000 + $3,000 = $6,000 January 01, 2023 through December 31, 2024 N/A Kevin Nannis- Kevin@code5group.com Information Technology Larry Klingaman N/A A9343 1 Yes No No Department N/A Yes N/A N/A N/A 12/12/23 Kendall Bradley DocuSign Envelope ID: B9D0283E-C3D8-49AB-8189-75634D3110D2 X Page 1 of 3 Revised: 10.31.23 AMENDMENT NO. 1 TO THE ANNUAL TRACKING SERVICES SOFTWARE AGREEMENT A9343 BETWEEN THE CITY PALM SPRINGS AND CODE 5 GROUP, LLC 1. Parties and Date. This Amendment No. 1 to the Annual Tracking Services Software Agreement is made and entered into as of this 28th day of December, 2023, by and between the City of Palm Springs (“City”) and Code 5 Group, LLC, 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 “Annual Tracking Services Software Agreement” dated December 7, 2022 (“Agreement”) for the purpose of retaining the services of Contractor to provide annual tracking services software for the Palm Springs Police Department for an amount not to exceed $3,000.00 and a term of January 01, 2023 through December 31, 2023. 2.2 Amendment. The City and Contractor desire to amend the Agreement to extend the term and add additional compensation. 2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Service Term Section of the Agreement. 3. Terms. 3.1 The term of the agreement has been extended for one additional year, January 01, 2024 through December 31, 2024 for an additional amount of $3,000 as detailed on the attached Estimate no. 4011 dated 12/01/2023, for a new not to exceed amount of $6,000.00. 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. DocuSign Envelope ID: B9D0283E-C3D8-49AB-8189-75634D3110D2 Page 2 of 3 Revised: 10.31.23 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: B9D0283E-C3D8-49AB-8189-75634D3110D2 Page 3 of 3 Revised: 10.31.23 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND CODE 5 GROUP, LLC 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 DocuSign Envelope ID: B9D0283E-C3D8-49AB-8189-75634D3110D2 1/3/2024 1/4/2024 E ST I M AT E Co d e 5 Grou p , L L C 625 W Deer Valley R d Ste 103 Phoenix , AZ 85027 melis s a@ cod e5gr oup .com 888-972-6335 www.cod e5group .com Pal m Springs Polic e De partment B ill to Palm Sp rings Police Dep artment City of Palm Sp r ings PO B ox 2743 Palm Sp rings , CA 92263-2743 Estimate d etails E s timate no.: 4011 E s timate d ate: 12/01/2023 #Produ ct o r service Q ty Rate A mou n t 1.T RS-365 5 $600.00 $3,000.00 Annual Tr ack ing Serv ice: Slap On 2.Date of Service 1 $0.00 $0.00 J an 2024 - D ec 2024 To tal $3,000.00 DocuSign Envelope ID: B9D0283E-C3D8-49AB-8189-75634D3110D2 625 W. Deer Valley Road, Suite 103 Phoenix, AZ 85027 888-972-6335 TO: City of Palm Springs FROM: Code 5 Group, LLC RE: Sole Source Memorandum- Annual Service DATE: December 13, 2023 Service: 24 hour / 7 day a week customer support is provided to all customers. All Code 5 Group, LLC trackers come with unlimited tracking; there are never any overages. Tracking equipment provided by Code 5 Group, LLC cannot be monitored by any other entity. DocuSign Envelope ID: B9D0283E-C3D8-49AB-8189-75634D3110D2 CONTRACT ABSTRACT Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Code 5 Group, LLC Kevin Nannis Annual Tracking Services Software $3,000 1001025-40105 January 2022-December 2023 Contract Administration Lead Department: Contract Administrator: Information Technology Larry Klingaman Contract Approvals Council Approval: Agenda Item No./ Resolution No.: Agreement Number: N/A N/A A9343 Contract Compliance Exhibits: Signatures: Insurance: Bonds: N/A Attached Attached N/A Contract Prepared By: Information Technology Submitted on: 11/30/2022 By: Valerie Rodriguez DocuSign Envelope ID: 33D92BD0-5F1F-419B-985B-467CAC977D58 Terms & Conditions Warranty – All products carry a one (1) year warranty (unless otherwise noted) under normal usage. If a problem arises, you must notify Code 5 Group, LLC within 3 days of the issue to be eligible for a warranty replacement. In some cases an advanced replacement may be available, but this is not mandatory or a standard practice for warranty situations. Exclusions - Although many of our GPS trackers are water-resistant, they are not waterproof. Water damage is something not covered under warranty. Therefore, users who intend on having their devices subjected to elemental conditions and potential water exposure need to take additional precautions to keep their device protected in these situations. Ultimately the liability falls upon the purchaser of the GPS tracker to protect the device. Devices that are lost, stolen, destroyed or physically damaged are not covered by warranty for any reason. GPS relies on your Device's ability to acquire satellite signals and network coverage. Network coverage and satellite signals are dependent on a number of factors not always within our control including weather, topographical changes, changes to network cellular technologies, the functionality of various satellites, cell towers and other factors. You understand and expressly limit and agree to hold harmless any and all losses that result from the Device not working, malfunctioning, or failing due to lapses in network coverage and satellite signals beyond Code 5 Group, LLC’s control, except as specifically provided herein. You Agree Our Liability Is Limited –TO THE EXTENT PERMITTED BY LAW, OUR LIABILITY FOR MONETARY DAMAGES FOR ANY CLAIMS YOU MAY HAVE AGAINST US IS LIMITED TO NO MORE THAN THE PROPORTIONATE AMOUNT OF THE SERVICE CHARGES ATTRIBUTABLE TO THE AFFECTED PERIOD. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATED TO PROVIDING OR FAILING TO PROVIDE SERVICES IN CONNECTION WITH A DEVICE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS, BODILY HARM, DEATH, EMOTIONAL DISTRESS, OR COST OF REPLACEMENT PRODUCTS AND SERVICES. Service Term –The initial term for our tracking service is twelve (12) months. This term will be renewed annually upon mutual agreement by the Parties in writing on the anniversary date for another twelve (12) month period unless the termination requirements below are met. If the termination requirements are not met, you agree to be liable for the incurred charges for the new term. Termination – If you wish to terminate service at the end of the contract, you must notify Code 5 Group, LLC no less than thirty (30) days prior to the renewal date. If a device is lost or damaged beyond repair, the paid service contract can be transferred to a new device that is purchased within thirty (30) days OR to another Code 5 Group, LLC device that you have on your account. 55575.18125\40874300.1 DocuSign Envelope ID: 33D92BD0-5F1F-419B-985B-467CAC977D58 55575.18125\40874300.1 Insurance - Code 5 Group, LLC shall procure and maintain, at its sole cost and expense, policies of insurance in a form and content satisfactory to Customer, and submit concurrently with its execution of this Agreement Covenant Against Discrimination - In connection with its performance under this Agreement, Code 5 Group, LLC 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”). Code 5 Group, LLC 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 Customer’s lawful capacity to enter this Agreement, and in executing this Agreement, Code 5 Group, LLC certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Code 5 Group, LLC 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 Code 5 Group, LLC 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. Kevin Nannis, Owner DocuSign Envelope ID: 33D92BD0-5F1F-419B-985B-467CAC977D58 12/7/2022 Quote Date 11/28/2022 Quote # 2500 Palm Springs Police Department 200 South Civic Drive Palm Springs, CA 92263 Terms Net 30 Rep KN Thank you for your business. Total Subtotal Sales Tax (9.5%) Code 5 Group,LLC 625 W. Deer Valley Road Suite 103 Phoenix, AZ 85027 888-972-6335 Signature of Approval DateSigned Signature confirms all terms and conditions are understood; including deposit procedure and 10% cancellation policy Quotes are valid for thirty (30) days. Item DescriptionQty Total TR-365 Annual Tracking Service5 3,000.00 Jan 2023-Dec 2023 $3,000.00 $3,000.00 $0.00 DocuSign Envelope ID: 33D92BD0-5F1F-419B-985B-467CAC977D58 11/30/2022 Centurion Insurance Services 199 N. Arroyo Grande Blvd. Suite 150 Henderson, NV 89074 License #: 8471 Virginia Chatwin 702-871-0001 702-362-1512 Virginia@Centurionins.com 00015829-129482 4 Code 5 Group, LLC 625 W Deer Valley Rd, Suite 103 Phoenix, AZ 85027 The Burlington Insurance Company A 482B007006 04/20/2022 04/20/2023X X X 1,000,000 100,000 5,000 excluded 2,000,000 excluded National Specialty Insurance Company 22608 B BLURBCFJESJ5MSG 03/03/2022 03/03/2023Cyber Insurance Coverage Limits 1,000,000 City of Palm Springs 200 S Civic Dr. Palm Springs, CA 92263 (VLC) Printed by VLC on 11/30/2022 at 03:36PM ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DocuSign Envelope ID: 33D92BD0-5F1F-419B-985B-467CAC977D58