1 PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made this day of , 2025, by the CITY OF GARDEN GROVE , a municipal corporation, ("CITY") and AIRWAVE COMMUNICATION ENTERPRISES, LLC dba AIRWAVE COMMUNICATIONS , herein after referred to as “CONTRACTOR”.
RECITALS
The following recitals are a substantive part of this Agreement:
1. This Agreement is entered into pursuant to Garden Grove COUNCIL AUTHORIZATION, DATED ____________________.
2. CITY desires to utilize the services of CONT RACTOR to Furnish all labor, material, and equipment to provide new installation, change out, and repair to equipment for public safety vehicles on an as -needed basis per Attachment A.
3. CONTRACTOR is qualified by virtue of experience, training, educati on and expertise to accomplish services.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term and Termination. The initial term of the agreement shall be from full execution through June 30, 2028, with an option to extend said agreement an additional two (2) fiscal years. Option years shall be exercised one (1) fiscal year at a time, at the sole option of the CITY. This agreement may be terminated by the CITY without cause. In such event, the CITY will compensate CONTRACTOR for work performed to date in accordance with Scope of Services, which is attached as Attachment “A” and is hereby incorporated by reference. Contractor is required to present evidence to support performed work.
2. Services to be Provided . The services to be performed by C ONTRACTOR shall consist of tasks as set forth in the Proposal. The Proposal is attached as Attachment A, and is incorporated herein by reference. The Proposal and this Agreement do not guarantee any specific amount of work.
3. Compensation. CONTRACTOR shall be compensated as follows:
3.1 AMOUNT. Total Compensation under this agreement shall not exceed (NTE) amount of Four Hundred Fifty Thousand Dollars ($450,000.00), 2 for the initial three year performance period of the agreement, payable in arrears and in accordance with proposal in Attachment “A”.
3.2 Payment. For work under this Agreement, payment shall be made per invoice for work completed. Within 45 day of delivery of goods or completion of performance of services, CONTRACTOR must promptly render an invoice to CITY or payment may be significantly delayed. For extra work not a part of this Agreement, a written authorization by CITY will be required, and payment shall be based on schedule included in Proposal (Attachment “A”).
3.3 Records of Expenses. CONTRACTOR shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to CITY.
3.4 Termination. CITY and CONTRACTOR shall have the right to terminate this agreement, without cause, by giving thirty (30) days written notice of termination. If the Agreement is terminated by CITY, then the provisions of paragraph 3 would apply to that portion of the work completed.
4. Section 4.0. INSURANCE - shall be revised as follows:
4.1 COMMENCEMENT OF WORK . CONTRACTOR/CONSULTANT shall not commence work under this Agreement until all certificates and endorsements have been received and approved by the CITY. All insurance required by this Agreem ent shall contain a Statement of Obligation on the part of the carrier to notify the CITY of any material change, cancellation, or termination at least thirty (30) days in advance.
4.2 WORKERS COMPENSATION INSURANCE. During the duration of this Agreement, CONTRACTOR and all subcontractors shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable.
4.3 INSURANCE AMOUNTS . CONTRACTOR shall maintain the following insurance for the duration of this Agreement:
(a) Commercial general liability in an amount of
$1,000,000.00 per occurrence ( claims made and
modified occurrence policies are not acceptable);
Insurance companies must be acceptable to CITY and have a Best’s Guide Rating of A -, Class VII or better, as
approved by the CITY.
3 (b) Automobile liability in an amount of $1,000,000.00 combined single limit (claims made and modified
occurrence policies are not acceptable); Insurance
companies must be acceptable to CITY and have a Best’s Guide Rating of A -, Class VII or better, as approved by the CITY.
(c) Garage Keepers liability, in an amount not less than $300,000 per occurrence; ( claims made and modified
occurrence policies are not acceptable); Insurance
companies must be acceptable to CITY and have an AM
Best’s Guide R ating of A -, Class VII or better, as
approved by the CITY.
(d) Excess liability, following form, coverage shall be provided for any underlying policy that does not meet the
insurance requirements set forth herein ( claims made
and modified occurrence policies are not
acceptable). Insurance companies must be acceptable to
CITY and have a Best’s Guide Rating of A -Class VII or
better, as approved by the CITY
An On-Going and Completed Operations Additional Insured Endorsement for the policy under section 4.3 (a) shall designate CITY, it’s officers, officials, employees, agents, and volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and e ndorsement forms that conform to CITY’s requirements, as approved by the CITY.
An Additional Insured Endorsement for the policy under section 4.3 (b) shall designate CITY, it’s officers, officials, employees, agents, and volunteers as additional insureds for automobiles, owned, leased, hired, or borrowed by the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to CITY’s requirements, as approved by the CITY.
An Additional Insured Endorsement for the policy under section 4.3 (d) shall designate CITY, its officers, officials, employees, agents, and volunteers as additional insureds under the excess liability policy.
CONTRACTOR shall provide to CITY proof of insurance stating the excess liability policy fol lows form, additional insured endorsement forms, and the schedule of underlying policies with policy numbers, which conform to CITY’s requirements, as approved by the CITY.
Information for the excess policy only needs to be provided if the underlying policies do not meet the policy limits set forth herein 4 For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, it’s officers, officials, employees, agents, and volunteers. Any insurance or self - insurance maintained by the CITY, it’s officers, officials, employees, agents, and volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.
If CONTRACTOR maintains higher insurance limits than the minimums shown above, CONTRACTOR shall provide coverage for the higher insurance limits otherwise maintained by the CONTRACTOR
5. Non-Liability of Officials and Employees of the CITY. No official or employee of CITY shall be personally liable to CONTRACTOR in the event of any default or breach by CITY, or for any amount which may become due to CONTRACTOR.
6. Non-Discrimination. CONTRACTOR covenants there shall be no discrimination against any person or group due to race, color, creed, religion, sex, marital status, age, handicap, national origin, or ancestry, in any activity pursuant to this Agreement.
7. Independent Contractor. It is agreed to that CONTRACTOR shall act and be an independent contractor and not an agent or employee of the CITY, and shall obtain no rights to any benefits which accrue to CITY'S employees.
8. Compliance with Law. CONTRACTOR shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.
CONTRACTOR shall comply with, and shall be respons ible for causing all contractors and subcontractors performing any of the work pursuant to this Agreement to comply with, all applicable federal and state labor standards, including, to the extent applicable, the prevailing wage requirements promulgated by the Director of Industrial Relations of the State of California Department of Labor. The City makes no warranty or representation concerning whether any of the work performed pursuant to this Agreement constitutes public works subject to the prevailing wage requirements.
9. Notices. All notices shall be personally delivered or mailed to the below listed address, or to such other addresses as may be designated by written notice.
These addresses shall be used for delivery of service of process.
a. (Contractor)
AIRWAVE COMMUNICATION ENTERPRISES, LLC dba AIRWAVE
COMMUNICATIONS
Attention: Gary Shoup, Vice President
2727 Supply Avenue
Commerce, CA 90040
5 b. (Address of CITY) (with a copy to):
City of Garden Grove Garden Grove City Attorney
11222 Acacia Parkway 11222 Acacia Parkway
Garden Grove, CA 92840 Garden Grove, CA 92840
10. CONTRACTOR'S PROPOSAL. This Agreement shall include CONTRACTOR'S proposal or bid which shall be incorporated herein by reference. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.
11. Licenses, Permits, and Fees . At its sole expense, CONTRACTOR shall obtain a Garden Grove Business License, all permits, and licenses as may be required by this Agreement.
12. Familiarity with Work . By executing this Agreement, CONTRACTOR warrants that: (1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all conditions there; and (3) it understands the facilities, difficulties, and restrictions of the work under this Agreement. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY o f this and shall not proceed, except at CONTRACTOR'S risk, until written instructions are received from CITY.
13. Time of Essence . Time is of the essence in the performance of this Agreement.
14. Limitations Upon Subcontracting and Assignment . The expe rience, knowledge, capability, and reputation of CONTRACTOR, its principals and employees were a substantial inducement for CITY to enter into this Agreement. CONTRACTOR shall not contract with any other entity to perform the services required without wri tten approval of the CITY. This Agreement may not be assigned voluntarily or by operation of law, without the prior written approval of CITY. If CONTRACTOR is permitted to subcontract any part of this Agreement, CONTRACTOR shall be responsible to CITY for the acts and omissions of its subcontractor as it is for persons directly employed.
Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and CITY. All persons engaged in the work will be considered employees of CONTRACTOR. CITY will deal directly with and will make all payments to CONTRACTOR.
15. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the parties are formally bound.
16. Indemnification. To the fullest extent permitted by law, CONTRACTOR shall defend, and hold harmless CITY and its elective or appointive boards, 6 officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of CONTRACTOR, CONTRACTOR'S agents, officers, employees, subcontractors, or independent contractors hired by CONTRACTOR in the performance of the Agreement.
The only exception to CONTRACTOR'S responsibility to protect, defend, and hold harmless CITY, is due to the negligence, recklessness and/or wrongful conduct of CITY, or any of its elective or appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all 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.
17. Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefor by the Garden Grove City Council for each fiscal year covered by the term of this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the CITY
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(Agreement Signature Block on Next Page)
7 IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.
Date: _____________ "CITY"
CITY OF GARDEN GROVE
By:___________________________
City Manager
ATTESTED:
____________________________
City Clerk
Date: _______________________
"CONTRACTOR"
AIRWAVE COMMUNICATION
ENTERPRISES, LLC dba
AIRWAVE COMMUNICATIONS
By: ___________________________
Name:__________________________
Title:___________________________
Date: __________________________
Tax ID No. ______________________
If CONTRACTOR is a corporation, a
Corporate Resolution and/or Corporate
Seal is required. If a partnership,
Statement of Partnership must be
submitted to CITY.
APPROVED AS TO FORM:
____________________________
Garden Grove City Attorney
________________________
Date