HomeMy WebLinkAboutC-9273-1 - On-Call PSA for Police Vehicle Customization ServicesN ON -CALL PROFESSIONAL SERVICES AGREEMENT
C� WITH AIRWAVE COMMUNICATIONS ENTERPRISES, INC. FOR
' POLICE VEHICLE CUSTOMIZATION SERVICES
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THIS ON -CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is
made and entered into as of this 25th day of April, 2023 ("Effective Date"), by and between
the CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City"), and AIRWAVE COMMUNICATIONS ENTERPRISES, INC., a California
corporation ("Contractor"), whose address is 2727 Supply Avenue, City of Commerce,
California 90040, and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to perform on -call services for Newport Beach
Police Department vehicle customization ("Project").
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on April 25, 2028, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Contractor shall perform the on -call services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). Upon written request from the Project Administrator as defined herein,
Contractor shall provide a letter proposal for Services requested by the City (hereinafter
referred to as the "Letter Proposal"). The Letter Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided;
2.1.2 The position of each person to be assigned to perform the Services,
and the name of the individuals to be assigned, if available;
2.1.3 The estimated number of hours and cost to complete the Services;
2.1.4 The time needed to finish the specific project; and
2.1.5 The cost for all parts, materials, equipment, shipping, handling,
markups, and any other charges of any nature whatsoever.
2.2 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Contractor shall perform the Services in accordance with the schedule included in
Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services
shall be performed to completion in a diligent and timely manner. The failure by
Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal,
if any, or perform the Services in a diligent and timely manner may result in termination
of this Agreement by City.
3.2 Notwithstanding the foregoing, Contractor shall not be responsible for
delays due to causes beyond Contractor's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Contractor's control.
3.4 For all time periods not specifically set forth herein, Contractor shall respond
in the most expedient and appropriate manner under the circumstances, by hand -delivery
or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Letter Proposal
and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein
by reference. Contractor's compensation for all Work performed in accordance with this
Agreement, including all reimbursable items and subcontractor fees, shall not exceed
Eight Hundred Seventy Five Thousand Dollars and 00/100 ($875,000.00), without
prior written authorization from City. No billing rate changes shall be made during the
term of this Agreement without the prior written approval of City.
Airwave Communications Enterprises, Inc. Page 2
4.2 Contractor shall submit invoices to City describing the Work performed.
Contractor's bills shall include the name of the person who performed the Work, a brief
description of the Services performed and/or the specific task in the Scope of Services to
which it relates, the date the Services were performed, the number of hours spent on all
Work billed on an hourly basis, and the pre -approved cost for all parts, materials,
equipment, shipping, handling, markups, and any other charges of any nature
whatsoever. City shall pay Contractor no later than thirty (30) calendar days after
approval of the invoice by City staff.
4.3 City shall reimburse Contractor only for those costs or expenses specifically
identified in Exhibit B to this Agreement and the Letter Proposal or specifically approved
in writing in advance by City.
4.4 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal.
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Carlos Perez to be its
Project Manager. Contractor shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Contractor is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Police Department. City's Support
Services Lieutenant or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
Airwave Communications Enterprises, Inc. Page 3
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Contractor's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Contractor certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Contractor represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Contractor's Work promptly, or delay or faulty performance by City,
contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 City and all officers, employees and representatives thereof and all persons
and entities owning or otherwise in legal control of the property upon which Contractor
performs the Project and/or Services shall not be responsible in any manner for any loss
or damage to any of the materials or other things used or employed in performing the
Project or for injury to or death of any person as a result of Contractor's performance of
the services required hereunder; or for damage to property from any cause arising from
the performance of the Project and/or Services by Contractor, or its subcontractors, or its
workers, or anyone employed by either of them, unless caused by the City's negligent
acts, omissions, or willful misconduct.
9.2 Contractor shall be responsible for any liability imposed by law and for
injuries to or death of any person or damage to property resulting from defects,
obstructions or from any cause to the extent arising from the negligent acts, omissions,
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or willful misconduct of the Contractor' or any subcontractor or supplier selected by the
Contractor.
9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council. Boards and commissions, officers, agents,
volunteers, employees, and any person or entity owning or otherwise in legal control of
the property upon which Contractor performs the Project and/or Services contemplated
by this Agreement (collectively, the "Indemnified Parties") from and against: (1) any and
all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liability, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate
(directly or indirectly) to any breach of the terms and conditions of this Agreement, and
Work performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Contractor's presence or activities conducted on
the Project (including the negligent and/or willful acts, errors and/or omissions of
Contractor, its principals, officers. Agents, employees, vendors, suppliers, contractors,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable or any or all of them); (2) use of improper materials in performing this
Project including, without limitation, defects in workmanship or materials and/or design
defects; and/or (3) any and all claims asserted by Contractor's subcontractors or suppliers
on the Project, and shall include reasonable attorneys' fees and all other costs incurred
in defending any such claim. Contractor's liability in this Subsection shall be limited to the
maximum amount of its insurance coverage for claims arising out non -negligent and non -
intentional acts performed under this Agreement. Contractor shall not be held responsible
for consequential or special damages, or claims made to City for such consequential or
special damages. Nothing herein shall require Contractor to indemnify City from the
negligence or willful misconduct of City, its officers or employees.
9.4 Intellectual Property Indemnity - Contractor shall defend, indemnify and
hold the Indemnified Parties harmless from any proceeding brought against them for any
intentional or unintentional violation of the intellectual property rights of any third party
with respect to goods materials and equipment purchased or delivered pursuant to this
Agreement. This indemnification shall include, but is not limited to, infringement of any
United States' letters patent, trademark, or copyright infringement, including costs,
contained in Contractor's deliverables provided under this Agreement.
9.5 Notwithstanding the foregoing, nothing herein shall be construed to require
Contractor to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Contractor.
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9.6 The rights and obligations set forth in this Section shall survive the
termination and expiration of this Agreement.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of conducting
the Work are under the control of Contractor, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. No civil service
status or other right of employment shall accrue to Contractor or its employees. Nothing
in this Agreement shall be deemed to constitute approval for Contractor or any of
Contractor's employees or agents, to be the agents or employees of City. Contractor
shall have the responsibility for and control over the means of performing the Work,
provided that Contractor is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Contractor as to the details
of the performance of the Work or to exercise a measure of control over Contractor shall
mean only that Contractor shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement
of Work, Contractor shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
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15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Contractor, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to
City for all acts and omissions of any subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and any subcontractor nor shall it create
any obligation on the part of City to pay or to see to the payment of any monies due to
any such subcontractor other than as otherwise required by law. City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and City. Except as specifically authorized herein,
the Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. INTELLECTUAL PROPERTY
Contractor represents that to the best of its knowledge the technology embodied
in the goods sold or delivered herein does not infringe upon a United States patent or
United States copyright in effect as of the Effective Date.
18. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Contractor
under this Agreement. All such records and invoices shall be clearly identifiable.
Contractor shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Contractor shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Contractor
under this Agreement.
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19. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Contractor shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
20. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and/or restoration expense shall be borne by
Contractor. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
21. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
22. CONFLICTS OF INTEREST
22.1 Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
22.2 If subject to the Act and/or Government Code §§ 1090 et seq., Contractor
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Contractor shall
indemnify and hold harmless City for any and all claims for damages resulting from
Contractor's violation of this Section.
23. NOTICES
23.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
Airwave Communications Enterprises, Inc. Page 8
23.2 All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at-
Attn: Chief of Police, NBPD
Police Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
23.3 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attn: Carlos Perez
Airwave Communications Enterprises, Inc.
2727 Supply Avenue
City of Commerce, CA 90040
24. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Contractor shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Contractor's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Contractor in writing as unsettled at the time of its final request for payment.
Contractor and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Contractor shall be required to file any claim Contractor may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
25. TERMINATION
25.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of five (5) calendar days, or if more than five (5) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within five (5) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
25.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Contractor. In the
event of termination under this Section, City shall pay Contractor for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Airwave Communications Enterprises, Inc. Page 9
Contractor has not been previously paid. In the event of termination under this Section,
City shall also pay Contractor for all goods, equipment, and associated materials
delivered to City site under this Agreement that City deems usable.
26. WARRANTY
26.1 Contractor warrants to City that all goods supplied or delivered hereunder
will be free from defects in material or workmanship, of the kind and quality designated
or specified by Contractor in the Letter Proposal, pass without objection in the trade or
industry, fit for its ordinary purposes, and conform to its labels. This warranty shall apply
only to defects appearing within two years from the date of final acceptance by City for
hardware products not manufactured by the Contractor, and two years from the date of
final acceptance by City for hardware products manufactured by Contractor. The warranty
period shall run from the date of final acceptance of installation or delivery by City,
provided same is not unreasonably delayed by City.
26.2 If goods delivered hereunder does not meet the above warranty, and if City
promptly notifies Contractor in writing, Contractor shall thereupon correct any defect by
either (at its option) repairing any defective or damaged goods, or by making available
any necessary replacement goods, delivered and installed without additional charge to
City within seven (7) working days. City will return defective goods to Contractor, at
Contractor's expense. Contractor shall perform any necessary testing, hardware removal,
repair, replacement, certification, and installation at no cost to the City during the warranty
period, using Contractor's labor and equipment.
27. CONFIDENTIAL INFORMATION
27.1 In the performance of this Agreement or in contemplation thereof, the
parties and their respective employees and agents may have access to private or
confidential information owned or controlled by the other party and such information may
contain proprietary details and disclosures. All information and data identified in writing
as proprietary or confidential by either party ("Confidential Information") and so acquired
by the other party or its employees or agents under this Agreement or in contemplation
thereof shall be and shall remain the disclosing party's exclusive property. The recipient
of Confidential Information shall use all reasonable efforts (which in any event shall not
be less than the efforts the recipient takes to ensure the confidentiality of its own
proprietary and other confidential information) to keep, and have its employees and
agents keep, any and all Confidential Information confidential, and shall not copy, or
publish or disclose it to others, nor authorize its employees, agents or anyone else to
copy or disclose it to others, without the disclosing party's written approval; nor shall the
recipient make use of the Confidential Information except for the purposes of executing
its obligations hereunder, and (except as provided for herein) shall return the Confidential
Information and data to the first party at its request. The City's duty to maintain
confidentiality as described hereunder shall be subject to the laws of the State of
California
Airwave Communications Enterprises, Inc. Page 10
27.2 The foregoing conditions will not apply to information or data which is, or
which becomes generally known to the public by publication or by any means other than
a breach of duty on the part of the recipient hereunder, is information previously known
to the recipient, is information independently developed by or for the recipient or is
information generally released by the owning party without restriction.
27.3 Because of the unique nature of the Confidential Information, the parties
agree that each party may suffer irreparable harm in the event that the other party fails to
comply with any of its obligations under this Section, and that monetary damages may be
inadequate to compensate either party for such breach. Accordingly, the parties agree
that either party will, in addition to any other remedies available to it at law or in equity,
be entitled to seek injunctive relief to enforce the terms of this Section.
28. STANDARD PROVISIONS
28.1 Recitals. City and Contractor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Contractor shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
Airwave Communications Enterprises, Inc. Page 11
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
28.13 Authority. Each party represents as follows: (a) that it has full power and
authority to execute, deliver and perform its obligations under this Agreement; (b) that
there are no actions, proceedings or investigations, pending or, to the best of each party's
knowledge, threatened against such party which may in any manner whatsoever
materially affect the enforceability of this Agreement or the rights, duties and obligations
of the parties hereunder; and (c) that the execution, delivery and performance of this
Agreement will not constitute a breach or default under any agreement, law or court order
under which such party is a party or may be bound or affected by or which may affect the
rights, duties and obligations hereunder.
[SIGNATURES ON NEXT PAGE]
Airwave Communications Enterprises, Inc. Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 1?/Z3
Air' n C. Harp
City Attorney
ATTEST:
Date: y
By: �_ A�
Leilani I. Brown
City Clerk
F0R�'
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: —!
Ni6ah,Blom
May r, City of Newport Beach
CONTRACTOR: AIRWAVE
COMMUNICATIONS ENTERPRISES,
INC., a California corporation
Date: w..
Daniel Gutierrez
Chief Executive Officer/Chief Financial
Officer/Director
Date: Y, o ,- a20a,3
Gary Shrbup
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Airwave Communications Enterprises, Inc. Page 13
EXHIBIT A
SCOPE OF SERVICES
Airwave Communications Enterprises, Inc. Page A-1
Exhibit A
Scope of Services
Contractor shall provide vehicle customization and buildout services for the City of
Newport Beach Police department. Duties shall include, but are not limited to, the
following:
• Design equipment list and installation plans specific to each type of police vehicle;
• Ordering and storage of any needed components to be installed in police vehicles;
• Installation of police vehicle emergency equipment, which includes light bars, LED
lights, front grill and deck lights, flood lights, sirens and siren speakers, head light
and tail light flashers, light and siren controllers, UTM4/Unitrol, spotlights, antennas,
trunk lights, strobe lights and power supply, and Motorola 2-way radios;
• Installation of computer and video systems with associated cables, and power
supplies;
• Installation of console equipment, which includes console track mounts, computer
mounts, cup holders, lighter plug outlets, mic clips brackets, map lights, and arm
rests;
• Installation of prisoner partitions, which includes rear door lock rods, window guards,
ballistic panels, prisoner seats and seatbelts, and retro fit recess panels;
• Installation of electrical equipment, which includes wiring harnesses, power outlets,
power timers, and power management;
• Installation of full and half-size sliding trunk trays, storage boxes, and command post
style equipment boxes;
• Installation of gun mounts, which includes gun locks, and gun lock timers;
• Installation of push bumpers and grill guards;
• Installation of vehicle accessories, which include dual battery/auxiliary battery
systems, power windows, power locks, and power vents;
• Installation of prisoner transport van equipment, which includes side steps, rear
auxiliary air conditioning and heat, and rear vents;
• Installation of equipment specific to police K9 vehicles, which includes dog transport
partitions, remote door poppers, high temperature alert system, keyless entry, and
door chimes;
• Removal and adjustment of above listed equipment and accessories as needed; and
• Full decommissioning of retired police vehicles.
The following list is a representation of the different types of City Police Department
vehicles currently in service, identified by make and model. Additional makes and models
may be added during the term of this Agreement.
BMW R1250RT
Ford Explorer
Ford Transit
Chevrolet Colorado
Ford F-150
GMC Acadia
Chevrolet Silverado
Ford F-250
GMC Canyon
Chevrolet Tahoe
Ford F-350
Kia Sedona
Dodge Charger
Ford F-550
Nissan Altima
Dodge Durango
Ford Police Interceptor
Nissan Titan
Ford E-350
Ford Ranger
Toyota Camry
Ford Escape
Ford Taurus
To ota Tacoma
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COMMUNICAHONS
E N T E R P R I S E S
January 26, 2023
AIRWAVE COMMUNICATIONS, ENT RESPONSE TO:
CITY OF NEWPORT BEACH RFP NUMBER 23-42
STATEMENT OF QUALIFICATIONS
Airwave Communications has been in business since 2000 providing vehicle building and upfitting for multiple
city, county, state, and federal public safety agencies in California via both contracts and other forms of
agreement.
Airwave Communications and our technician/builders have multiple vendor/manufacturer certifications
including but not limited to:
• FEDERAL SIGNAL
• WHELEN
• SOUND OFF SIGNAL
• MOTOROLA
• VERTEX
• E.F. JOHNSON / KENWOOD
• SETINA
• GAMBER-10HNSON
• TROY
• PRO GARD
• HAVIS SHIELD
• LIND
• L3
• PRO GUARD
Project Manager/Build Manager:
Carlos Perez (Primary City Contact) — Carlos has been managing and directing public safety vehicle builds and
upfitting for Airwave Communications since 2007. He has trained directly with multiple vendor/manufacturers as
listed above and has spent many hours building vehicles himself and has been the Project Manager/Build
Manager for many public safety contracts
Project Manager:
Gary Bermudez — Gary has been a Project Manager for Airwave Communications since 2012 and has achieved
many training certifications in vehicle upfitting from vendor/manufacturers as listed above. As well as Project
Management, Motorola Solutions RF theory and has been the PM for many public safety contracts of multiple
types of projects both vehicle builds and radio communications
Upfitting Technicians/Installers:
The Airwave technician/installer team is comprised of multiple individuals who have also been certified by many
of the vendor/manufacturers as listed above. They are highly experienced in their field and constantly
demonstrate exemplary professionalism toward the task at hand. Each tech/installer team is responsible for a
specific build phase to achieve "ownership".
2727 Supply Avenue, Commerce, CA 90040 0 OFFICE (323) 725-0998 FAX (323) 725-7148 TOLL FREE (866) 424-7928
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Service
COMMUNIC:A LIONS
E N T E R P R I S E S
January 26, 2023
AIRWAVE COMMUNICATIONS, ENT RESPONSE TO:
CITY OF NEWPORT BEACH RFP NUMBER 23-42
ORGANIZATIONAL INFORMATION/KEY PERSONNEL
AIRWAVE PRESIDENT/SHOP MANAGER:
Daniel Gutierrez (Primary End Result Contact) - Daniel has been in the Public Safety/pursuit vehicle building
business since 1998. As the company President he has the final authority and QC of all vehicles that are
produced by Airwave.
PROJECT MANAGER/BUILD MANAGER:
Carlos Perez (Primary City Contact for Service Requests) - Carlos has been managing and directing public safety
vehicle builds and upfitting for Airwave Communications since 2007. He has trained directly with multiple
vendor/manufacturers as listed above and has spent many hours building vehicles himself and has been the
Project Manager/Build Manager for many public safety contracts. Carlos is proficient in D3M design software.
PROJECT MANAGER:
Gary Bermudez (Secondary City Contact) — Gary has been a Project Manager for Airwave Communications since
2012 and has achieved many training certifications in vehicle upfitting from vendor/manufacturers as listed
above. As well as Project Management, Motorola Solutions RF theory and has been the PM for many public
safety contracts of multiple types of projects both vehicle builds and radio communications.
INSTALLER TECHNICIANS:
The Airwave technician/installer team is comprised of multiple individuals who have also been certified by many
of the vendor/manufacturers as listed. They are highly experienced in their field and constantly demonstrate
exemplary professionalism toward the task at hand. Each tech/installer team is responsible for a specific project
installation phase to achieve "ownership".
AIRWAVE COMMUNICATIONS, ENT: Airwave performs all builds in-house and utilizes no subcontractors.
2727 Supply Avenue, Commerce, CA 90040 0 OFFICE (323) 725-0998 FAX (323) 725-7148 TOLL FREE (866) 424-7928
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Service
COMMUNICAHONS
E N T E R P R I S E S
January 26, 2023
AIRWAVE COMMUNICATIONS, ENT RESPONSE TO:
CITY OF NEWPORT BEACH RFP NUMBER 23-42
PROJECT APPROACH/METHODOLOGY
Airwave Communications will rely on our twenty-one years of successful RF site and infrastructure experience as
well as our experience designing, installing, and implementing numerous ERRCS DAS and Cellular DAS.
As indicated, Airwave will benefit from our previous experience engineering for other Cities, Police and Fire
Departments
Airwave Communications will rely on our 23 years of demonstrated experience and success, engineering and
building Public Safety and pursuit vehicles. Our knowledge of the required approach and methodology for Public
Safety agencies will be key to establishing a successful project and project installation schedule with the intent of
eliminating project issues.
As addressed previously in this document, the Airwave tech/installer build teams are each assigned to a specific
phase/portion of the build thus creating an "ownership" of said phase and increasing productivity and successful
projects.
Project installations can take place on M-F during standard business hours of 07:00 AM-02:00 PM.
Airwave will strive to take into consideration any special work timeline parameters requested or required by the
City.
Once project vehicle builds have been communicated to Airwave, and component ETAS have been established,
project implementation scheduling will be determined and communicated to The City of Newport Beach
Airwave can receive and store up to ten (10) vehicles during a build sequence if required or requested
Airwave welcomes any City representatives to visit our build facility at any time, pre, during or post builds
Airwave will notify the City representative of pending build completions to schedule City reviews of builds prior
to release if required or requested
2727 Supply Avenue, Commerce, CA 90040 0 OFFICE (323) 725-0998 FAX (323) 725-7148 TOLL FREE (866) 424-7928
EXHIBIT B
SCHEDULE OF BILLING RATES
Airwave Communications Enterprises, Inc. Page B-1
Exhibit B — Schedule of Billing Rates
The following table represents the agreed upon hourly labor rates for the contract period.
HOURLY LABOR RATES
YEAR 1
Build out of new vehicles $95.00 per hour
Decommissioning of retired vehicles $85.00 per hour
Adjust or repair existing vehicle equipment $95.00 per hour
YEAR 2
Build out of new vehicles $97.55 per hour
Decommissioning of retired vehicles $87.55 per hour
Adjust or repair existing vehicle equipment $97.55 per hour
YEAR 3
Build out of new vehicles $100.48 per hour
Decommissioning of retired vehicles $90.18 per hour
Adjust or repair existing vehicle equipment $100.48 per hour
YEAR 4
Build out of new vehicles $103.49 per hour
Decommissioning of retired vehicles $92.89 per hour
Adjust or repair existing vehicle equipment $103.49 per hour
YEAR 5
Build out of new vehicles $106.59 per hour
Decommissioning of retired vehicles $95.68 per hour
Adjust or repair existing vehicle equipment $106.59 per hour
The cost of all parts, materials, equipment, shipping, handling, markups, and any other
charges of any nature whatsoever shall be listed on the Letter Proposal in accordance
with Section 2 of the Agreement, which may be in the form of a written estimate, and shall
be pre -approved by the Project Administrator in writing before Consultant shall proceed.
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and
prior to commencement of Work, Contractor shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Contractor
agrees to provide insurance in accordance with requirements set forth here. If
Contractor uses existing coverage to comply and that coverage does not meet
these requirements, Contractor agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Contractor
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
Airwave Communications Enterprises, Inc. Page C-1
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow Contractor or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Contractor hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subcontractors.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers
and employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Contractor shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
Airwave Communications Enterprises, Inc. Page C-2
B. CitV's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Contractor sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Contractor shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Contractor shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as CG
20 38 04 13.
D. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Contractor maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Contractor. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
F. Self -insured Retentions. Any self -insured retentions must be declared to
and approved by City. City reserves the right to require that self -insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
G. CitV Remedies for Non -Compliance. If Contractor or any subcontractor fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Contractor's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Contractor or reimbursed
by Contractor upon demand.
Airwave Communications Enterprises, Inc. Page C-3
H. Timely Notice of Claims. Contractor shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
Contractor's Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
Airwave Communications Enterprises, Inc. Page C-4
Mulvey, Jennifer
Subject: FW: AIRWAVE COMMUNICATIONS ENTERPRISES, INC FV00000993
From: Miller, Holly <hmiller@nbpd.org>
Sent: Wednesday, June 14, 2023 10:23 AM
To: Mulvey, Jennifer <JMuIvey@newportbeachca.gov>
Cc: Carpentieri, Peter <pcarpentieri@nbpd.org>
Subject: AIRWAVE COMMUNICATIONS ENTERPRISES, INC FV00000993
Hello,
Account# FV00000993 Airwave Communications is now Compliant.
ate- insured
Name:
At -count Nu-bqr.
Address:.
Status:
AIRWAVE COIb MUNICATI
FV00000993
2727 i1P1 U'(AVENUE, C
Currently in Compliance.
40 HOLLY MILLER
COMMUNITY SERVICES OFFICER, PLANNING
NEWPORT BEACH POLICE DEPARTMENT
870 SANTA BARBARA DRIVE, NEWPORT BEACH. CA 9266o NBPD ORG
HMILLER -NBPO.ORG 949-644-3663
1