HomeMy WebLinkAbout16 CONSULTANT SVCS AGREE W/TELECOM PTNRSAgenda Item 16
Reviewed.
AGENDA REPORT City Manager
Finance Director
MEETING DATE: JUNE 18, 2013
TO: JEFFREY C. PARKER, CITY MANAGER
SUBJECT: CONSULTANT SERVICES AGREEMENT WITH TELECOM PARTNERS
GROUP, INC. (dba ATS COMMUNICATIONS)
SUMMARY:
Approval is requested for the renewal of a consultant services agreement with Telecom
Partners Group, Inc. (dba ATS Communications) for marketing City-owned sites to
wireless carriers and assisting in the negotiation of licenses on those City-owned sites.
The Consultant's Scope of Services has been re-defined and the rate of Consultant
compensation has been re-negotiated in the proposed agreement.
ax•_ r1 • N,
Approve the Consultant Services Agreement with Telecom Partners Group, Inc. and
authorize the City Manager to:
1. Execute the Consultant Services Agreement with Telecom Partners Group, Inc.
(dba ATS Communications);
2. Take such other actions as are necessary to implement the agreement,
consistent with terms thereof.
FISCAL IMPACT:
The license rental rates for each carrier reflect market conditions; on average, during
the last three years the base rate during initial year of operation has been $30,000 per
license (or $2,500 per month) and adjusted upward at 4.0% annually. Under the
existing licenses the City has receives 75% of the total rental income or $22,500 per
license (not including annual adjustments). It is anticipated that new licenses over the
next two years will be adjusted upward to reflect market conditions during the term of
the proposed agreement with the Consultant. Under the newly proposed Consultant
Services Agreement the City will receive 80% of the rental income from new licenses
and the Consultant will receive 20%.
Revenue collected from licensing of the wireless facilities is deposited in the Park
Development Fund (Fund 131), account 131-00-00-3665 (rental income) for future
capital facilities within the park system.
Agenda Report — Consultant Services Agreement with ATS Communications
June 18, 2013
Page 2 of 2
BACKGROUND:
In November 2007, the City entered into a Consultant Services Agreement with ATS
Communications to develop and implement a Wireless Master Plan (WMP) for the City
and to act as the City's agent in procuring qualified wireless carriers wanting to locate
facilities on City-owned properties. City-owned properties include public parks,
reservoirs, water well sites, and city-owned buildings. The term of the agreement with
the Consultant was 5 years, expiring in November 2012. During the term of the
agreement it was amended twice, once in in March 2009 and again April 2010. In 2009,
the amendment clarified the Consultant's insurance requirements. In 2010, the
amendment clarified that the Consultant compensation was also applicable to licenses;
the initial agreement contemplated only leases. During the term of the initial agreement
with ATS Communications, a Wireless Master Plan was completed and three wireless
licenses were executed.
The proposed Consultant Services Agreement is for a term of two years and requires
the Consultant to: a) continue implementation of the Wireless Master Plan, b) market
City-owned properties to wireless carriers, c) assist in the negotiation of license
agreements, and d) oversee the installation of wireless facilities in accord with the terms
and conditions of each license. As indicated under the Fiscal Impact section of this
report, Consultant compensation for new licenses is proposed at 20% of net rental
revenue; under the prior agreement compensation was 25% of net rental revenue.
Licenses previously executed will continue at 25%. Two lease agreements at Tustin
Sports Park will expire within the next two years; new licenses are currently being
negotiated. The proposed Consultant Services Agreement states that with the renewal
of the T-Mobile license, the Consultant will receive 10% of net rental revenue, rather
than 20% for a new license.
City-owned properties within the Tustin Legacy project have been excluded from this
Consultant Services Agreement in order to allow staff time to review potential wireless
sites in the context of future development activity. All license agreements are brought to
the City Council for consideration.
CONSULTANT SERVICES AGREEMENT
This Agreement for Consultant Services (herein "Agreement "), is made and entered into
as of _, 2013 by and between the CITY OF TUSTIN, a municipal corporation
( "City "), and TELECOM PARTNERS GROUP, INC., a California Corporation (dba ATS
Communications) ( "Consultant "). The City and the Consultant are sometimes referred to herein
individually as a "Parry" and collectively as the "Parties."
WHEREAS, the Parties entered into a Consultant Services Agreement on November 14,
2007, which was subsequently amended by mutual agreement of the Parties on March 27, 2009,
and April 21, 2010 (collectively, the "Prior Agreement "); and
WHEREAS, In accordance with the Prior Agreement, Consultant has provided to the
City special skills and knowledge in the field of wireless communication technology in order to
assist the City in marketing and facilitating the development of cell towers on City -owned
property to provide a wireless communication network throughout the City ( "Wireless
Consulting Services "); and
WHEREAS, City desires that Consultant continue to provide Wireless Consulting
Services to the City pursuant to the terms and conditions hereinafter set forth; and
WHEREAS, Consultant is qualified to provide, and desires to provide Wireless
Consulting Services to the City; and
WHEREAS, Both Parties expressly intend for this Agreement to supersede all prior
negotiations and agreements between the Parties pertaining to the subject matter hereof,
including without limitation the Prior Agreement.
NOW, THEREFORE, in consideration of the promises and mutual agreements contained
herein, City agrees to employ and does hereby employ Consultant, and Consultant agrees to
provide consulting services as follows:
1. SERVICES OF CONSULTANT
I.I. Scope of Services. In compliance with all the terms and conditions of this
Agreement, Consultant shall provide those services specified in the "Scope of Services" attached
hereto as Exhibit "A" and incorporated herein by this reference (the "services" or the "work ").
Consultant warrants that all services shall be performed in a competent, professional and
satisfactory manner in accordance with all standards prevalent in the industry.
1.2. Compliance with Law. All services rendered hereunder shall be
provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of
the City of Tustin and of any federal, state or local governmental agency of competent
jurisdiction.
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1.3. Licenses and Permits. Consultant shall obtain at its sole cost and
expense such licenses, permits and approvals as may be required by law for the performance of
the services required by this Agreement.
1.4. Familiarity with Work. By executing this Agreement, Consultant
warrants that Consultant (a) has thoroughly investigated and considered the work to be
performed, (b) has investigated the site of the work (the City) and become fully acquainted with
the conditions there existing, (c) has carefully considered how the work should be performed,
and (d) fully understands the facilities, difficulties and restrictions attending performance of the
work under this Agreement. Should the Consultant discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by the City, Consultant
shall immediately inform City of such fact and shall not proceed with any work except at
Consultant's risk until written instructions are received from the Contract Officer.
1.5. Additional Services. Consultant shall perform services in addition to
those specified in the Scope of Services when directed to do so in writing by the Contract
Officer, provided that Consultant shall not be required to perform any additional services without
compensation. City will pay to Consultant compensation for any additional services at the
hourly rates listed in the "Cost Proposal" attached hereto as Exhibit "B" and incorporated herein
by this reference. Any additional compensation not exceeding $5,000 (Five Thousand Dollars)
individually or cumulatively during a single calendar year may be approved in writing by the
Contract Officer. The City Manager must approve in writing any compensation in excess of this
limit. In no event shall Consultant perform additional services or invoice the City for such
services absent prior written direction and approval by the Contract Officer and/or the City
Manager. In any month in which Consultant performs City- approved services outside of those
specified in the Scope of Services, Consultant shall, no later than the first working day of the
following month, submit to City in the form approved by City's Director of Finance, an invoice
for services rendered prior to the date of the invoice. City shall pay Consultant for all work and
expenses stated thereon which are approved by City consistent with this Agreement, no later than
thirty (30) days from submission by Consultant.
1.6 Changes. In the event any change or changes in the work is requested by
City, the Parties hereto shall execute an addendum to this Agreement, setting forth with
particularity all terms of such addendum.
2. COMPENSATION
2.1. Compensation of Consultant. Consultant shall be compensated as
follows for the performance of work described in the Scope of Services and rendered pursuant to
this Agreement:
A. New Licenses.
(i) "New License" means any license approved by the City
Council during the term of this Agreement (or where license negotiations or the initial
process for a license has begun during the term of this Agreement and such license is
executed after the expiration of the Agreement, or after the termination of the Agreement
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for reasons other than default hv for any portion of property
between the City and a third party relating to the construction, license or maintenance of
whcloem Luznemimaiou towers or the provision or ioanmudominu of any p/irr!caa services.
For purposes nf this Agreement, the term "[iiy-owucd property" shall exclude the Tustin
l.cguoy Project Area, the geographic boundaries of which are set forth in the 800yo of
Services.
(ii) Consultant shall be compensated twenty percent (20%)of
the net revenue from each New License over the life oIthe New License, including any
no/oudmeu1m, nx/difioo1ioue, nousn'o|m or extensions Lbenen[ lfa wireless provider fails to
pay the amounts due under the New License, City shall have no obligation to compensate
Consultant, unless and until such amounts are recovered by the City.
(iii) New Licenses shall contain u provision requiring notice to
Consultant ofany change or modification bm the terms of such New Licenses. Consultant
shall not bc entitled to any revenues from any license approved by the City Council prior
to the u[bztbe date of this Agreement, czcg?t as set fbdb in 8o:dnu 2.|.B, or Exhibit
B. Licenses.
(i) " License" means any wireless license included
in the "Index of Licenses" attached hereto as Exhibit "C" and incorporated
herein bv this reference, which pre-date the effective date of this and through
which Consultant remains entitled incompensation.
(ii) Consultant shall bo compensated twenty-five percent (25Y6)
of the net revenue from each Pre-Existing l.im000e over the life of the Pre-Existing
l.iocuuem, excluding any ouaeudmcuta, modifications, renewals or extensions ibccco[ In
no c*cn1 abu|) Consultant receive compensation from any vvire1oma license, which
predates the effective date of this Agreement that is not listed in Exhibit "C."
C. Collocation. If any New License or Pre-Existing License is
amended or modified after the effective date of this Agreement, where such modification
results in the collocation of additional equipment or the inclusion of additional wireless
providers at any existing site, Consultant abuD receive twenty percent (20Y6) of the
ioorczucubul increase in net revenue a1bibo1ohlc to such modification over the life of the
license.
D. T-Mobile Kioewme at Tustin Sports Park. Notwithstanding any of
the foregoing, Consultant mbuU he compensated ten percent (10Y6) of the net revenue
from the T Mobile wireless Uocnmo' over the life ot said license, for facilities ut the Tustin
Sports Park, located at 12850 Robinson Drive.
E. Calculation of Compensation. For purposes of calculating the
compensation payable to Consultant, all revenue not part of the net license revenues paid
byuwireless provider to the City shall bmexcluded including, but not |buiicd to monies
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referred to as capital contributions or in -kind contributions made to the City in the form
of physical improvements or infrastructure.
2.2. Method of Payment. License payments collected pursuant to this
Agreement shall be paid into a third party escrow or Lockbox account (the "Lockbox Account),
provided that such a process is consistent with City's accounting and finance practices and
standards. All New Licenses shall contain provisions stating that any and all payments under
such new licenses shall be paid into the Lockbox Account. Consultant shall be responsible for
selecting the third parry to provide the Lockbox Account, subject to City's approval, and shall be
responsible for all fees and expenses related thereto. City and Consultant shall execute
instructions to the holder of the Lockbox Account (the "Holder "), instructing the Holder to
distribute the appropriate percentage of license payments to the Consultant and the remaining
funds to the City within five (5) business days of receipt into the Lockbox Account of any such
payments, or upon such other terms that the Parties may otherwise agree upon in writing. The
Holder shall provide monthly reports to the City concerning all license payments received and
distributed via the Lockbox Account pursuant to this Agreement. City shall endeavor to
transition any revenues received by the City under Pre - Existing Licenses to the Lockbox
Account.
Both Parties expressly agree that in the event of termination for default of
Consultant pursuant to Section 3.2.B, Consultant shall no longer be entitled to any Lockbox
Account disbursements as of the Termination Date. City shall provide written notice to the
Holder of any such termination. Said notice shall specify the Termination Date, and direct the
Holder to disburse all Lockbox funds received on/after the Termination Date to the City. Failure
by the City to provide written notice to the Holder of a Termination for Default of Consultant
will not extend the Termination Date nor negate the cancellation of this Agreement.
2.3 Continuing Obligation. Where any wireless license subject to this
Agreement survives the term or earlier termination of this Agreement for reasons other than
default by Consultant, the continued provision by Consultant of the on -going evaluation services
listed in the Scope of Services shall constitute a continuing obligation. Following the expiration
of this Agreement, Consultant's compensation under Sections 2.1 and 2.1 shall be conditioned on
its satisfactory performance of this continuing obligation. Except as set forth in this Section 2.3,
Consultant shall be relieved of any obligation to provide the services specified in the Scope of
Services upon the expiration of this Agreement.
3. PERFORMANCE SCHEDULE
3.1. Time of Essence. Time is of the essence in the performance of this
Agreement. Consultant shall prosecute regularly and diligently all work and services
required herein.
3.2. Term and Termination.
A. Commencement and Term. Unless earlier terminated in
accordance with Sections 3.23 or 3.2.C, the term of this Agreement shall commence
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upon the date of final execution of the Agreement (the "Commencement Date ") and end
on the date that is the second (2nd) anniversary of the Commencement Date (the "Term ").
B. Termination for Default of Consultant. If the Contract Officer
determines that Consultant is in default in the performance of any of the terms,
conditions, or obligations of this Agreement, he /she shall notify Consultant in writing of
such default. Consultant shall have ten (10) days, or such longer period as the City may
designate, to cure the default by rendering satisfactory performance ( "Cure Period "). If
Consultant fails to cure its default within the Cure Period, or if the default constitutes
an immediate danger to health, safety or general welfare, City shall have the right,
notwithstanding any other provision of this Agreement, to terminate this Agreement
without further notice and without prejudice of any remedy to which City may be
entitled at law, in equity, or under this Agreement. Upon termination for default by
Consultant pursuant to this paragraph ( "Termination Date "), City may take over the work
and prosecute the same to completion by contract or otherwise. Furthermore, as of the
Termination Date, Consultant shall no longer be entitled to compensation under Sections
2.1 or 2.2 of this Agreement, and City shall receive one hundred percent (100 %) of the
net license revenue.
In the event the City terminates the Agreement for default by Consultant,
Consultant shall indemnify City against any and all claims the Consultant may have
against the City for any of the following:
(i) The Costs incurred by the City in reassuming management
of licenses.
(ii) The costs incurred in the City's performance of any of
Consultant's obligations under the Agreement.
(iii) An amount equal to the aggregate of any obligations and
charges assumed hereunder pursuant to this Subsection and not therefore paid or
satisfied, which amounts shall be due and payable at the time when such obligations and
charges would have accrued or become due and payable under the Agreement.
(iv) Any loss of future license revenue to Consultant as a result
of termination by City.
C. Termination for Reasons other than Default. The City may
terminate this Agreement for reasons other than default by Consultant by providing
Consultant no less than thirty (30) days written notice. Upon expiration of the thirty (30)
day notice period, or such longer timeframe as may be specified by City, Consultant shall
cease all services hereunder except as otherwise required by Section 2.3. In such an
event, Consultant shall remain entitled to compensation under Sections 2.1 and 2.2 of this
Agreement.
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4. COORDINATION OF WORK
4.1. Representative of Consultant. The following Principal of the Consultant
is hereby designated as being the principal and representative of Consultant authorized to act in
its behalf with respect to the work specified herein and make all decisions in connection
therewith;
Tony Ingegneri, President, ATS Communications
ATS Communications
22642 Lambert Street, Suite 401 A
Lake Forest, CA 92630
(949) 305 -7848
tt?nyr� %atscon�l��.com
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing Principal is a substantial inducement for City to enter into this Agreement. Therefore,
the foregoing Principal shall be responsible during the term of this Agreement for directing all
activities of Consultant and devoting sufficient time to personally supervise the services
hereunder. The foregoing Principal may not be changed by Consultant without the express
written approval of City. Notwithstanding anything to the contrary herein, Tony Ingegneri, an
individual, shall not be personally liable to City in the event of any default or breach by the
Consultant or for any amount which may become due to the City, or for breach of any obligation
of the terms of this Agreement.
4.2. Contract Officer. The Contract Officer shall be the City Manager or
his /her designee. It shall be the Consultant's responsibility to keep the Contract Officer fully
informed of the progress of the performance of the services, and Consultant shall refer any
decisions which must be made by City to the Contract Officer. Unless otherwise specified herein,
any approval of City required hereunder shall mean the approval of the Contract Officer or any
other City staff contact approved by the Contract Officer.
4.3. Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Consultant, its principals and employees were a
substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not
contract with any other entity to perform in whole or in part the services required hereunder
without the express written approval of the City. In addition, neither this Agreement nor any
interest herein may be assigned or transferred, voluntarily or by operation of law, without the
prior written approval of City.
Notwithstanding the foregoing, Consultant may, with the express written approval
of the City, assign its earned compensation hereunder to lenders or secured parties, provided that
Consultant has delivered to the reasonable satisfaction of the City copies of any relevant
financing documents and other documentation as may be requested by the City. Furthermore,
Consultant shall prepare and deliver to the City a special indemnity from and against all claims
etc. arising from or pertaining to the proposed assignment ( "Special Indemnity "). Consultant
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shall not assign any of its earned compensation absent the City's prior written approval of the
Special Indemnity. City shall retain sole and absolute discretion over the decision to approve or
disapprove the Special Indemnity. Consultant agrees to provide the aforementioned documents
and the Special Indemnity at its sole cost and expense. City shall respond in writing within thirty
(30) days to any written request by Consultant for consent to assign earned compensation
hereunder. Following the expiration or earlier termination of this Agreement, Consultant may
assign its earned compensation hereunder without notice or consent to City.
4.4. Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Consultant, its agents or employees
perform the services required herein, except as otherwise set forth herein. Consultant shall
perform all services required herein as an independent contractor of City and shall remain at all
times as to City a wholly independent contractor with only such obligations as are consistent
with that role. Consultant shall not at any time or in any manner represent that it or any of its
agents or employees are agents or employees of City. Consultant shall be solely responsible for
compliance with State and Federal Law with respect to the wages, hours, benefits, and working
conditions of its employees, including requirement for payroll deductions for taxes. Employees
or independent contractors of Consultant are not City employees.
5. INSURANCE / INDEMNIFICATION
5.1. Insurance.
A. Consultant shall maintain in full force and effect during the term of
these Agreement policies of commercial general liability and automobile liability
insurance (each of which shall include property damage and bodily injury) and each with
limits of at least $1,000,000 combined single limit coverage per occurrence.
B. Consultant shall maintain in full force and effect during the term of
this Agreement a policy of professional liability insurance coverage with limits of at least
$1,000,000 combined single limit coverage per claim or per occurrence. If Consultant
provides claims made professional liability insurance, Consultant shall also agree in
writing either (1) to purchase tail insurance in the amount required by this Agreement or
to cover claims made within five (5) years of the completion of Consultant's service
under this Agreement, or (2) to maintain professional liability insurance coverage with
the same carrier in the amount required by this Agreement for at least five (5) years after
completion of Consultant's services under this Agreement. Consultant shall also provide
evidence to the City of the purchase of the required tail insurance or continuation of the
professional liability policy in a form prescribed by the City.
C. Consultant shall carry and pay for such workers' compensation
insurance as is required to fully protect Consultant and its employees under California
Worker's Compensation Insurance Law. The insurance company shall agree to waive all
rights of subrogation against the City for losses paid under the policy, which losses arose
from the work performed by the named insured.
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D. Other applicable insurance requirements are: (1) Name the City, its
officials and employees as an additional insured on the commercial, general and
automobile policies, (2) The insurance shall be issued by a company authorized by the
Insurance Department of the State of California and rated A, VII or better (if an admitted
carrier) or A-, X (if offered, by a surplus line broker), by the latest edition of Best's Key
Rating Guide, except that the City will accept workers' compensation insurance rated B-
VIII or better or from the State Compensation Fund. (3) The Insurance shall not be
cancelled, except after thirty (30) days written prior notice to the City; and (4) The
commercial general and automobile liability insurance shall each be primary as respects
the City, and any other insurance maintained by the City shall be in excess of this
insurance and not contribute to it.
E. Upon execution of this Agreement, Consultant shall provide to
City certificates of insurance and insurer endorsements evidencing the required
insurance. Insurer endorsements (or a copy of the policy binder if applicable) shall be
provided as evidence of meeting the requirements of Subsections (1) (3) and (4) of
Section 5.1.D above and the waiver of subrogation requirement in Section 5.1.C. above.
If self-insured for worker's compensation, Consultant shall submit to City a copy of its
certification of self-insurance issued by the Department of Industrial Relations.
F. Consultant shall provide to City written notice of cancellation of
insurance within five (5) days of its receipt of notice of cancellation from any insurance
carrier providing general liability, auto, worker's compensation and/or professional
liability insurance. Said notice shall be in writing and sent to the City via U.S. Mail, first
class, postage prepaid thereon or FedEx overnight to:
John Buchanan
Program Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
Copy: Risk Manager
Human Resources Department
City of Tustin
300 Centennial Way
Tustin, CA 92780
Failure to provide said notice to the City as set forth above shall constitute
a material breach of this Agreement and Consultant acknowledges and agrees that the
City shall be entitled to recover from Consultant any and all damages arising as a direct
and proximate result thereof.
In addition, Consultant shall instruct its insurance broker to provide the
City with written notice of cancellation of any insurance policy(ies) applicable to this
Agreement within forty-eight (48) hours of the broker's knowledge of any cancellation by
the insurance provider.
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5.2. Indemnification. The Consultant shall defend, indemnify and hold
harmless the City, its officers and employees, from and against any and all actions, suits,
proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorneys'
fees, for injury to or death of person or persons, for damage to property, including property
owned by City, arising from errors and omissions of Consultant, its officers, employees and
agents, and arising out of or related to Consultant's performance under this Agreement, except
for such loss as may be caused by City's sole negligence or that of its officers or employees.
The Consultant shall also defend, indemnify and hold the City harmless from any
claims or liability for City health and welfare, retirement benefits, or any other benefits of part-
time or fulltime City employment sought by Consultant's officers, employees, or independent
contractors, whether legal action, administrative proceeding or pursuant to State statue.
ITWINNE
6.1. Reports. Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement as
the Contract Officer shall require.
6.2. Records. Consultant shall keep such books and records as shall be
necessary to properly perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. The Contract Officer shall have full and
free access to such books and records at all reasonable times, including the night to inspect, copy,
audit and make records and transcripts from such records.
6.3. Ownership of Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Consultant in the performance of this Agreement
shall be the property of City and shall be delivered to City upon request of the Contract Officer
or upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights or
ownership of the documents and materials hereunder. Consultant may retain copies of such
documents for its own use. Consultant shall have an unrestricted right to use the concepts
embodied therein.
6.4. Release of Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Consultant in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract
Officer.
A"
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7. ENFORCEMENT OF AGREEMENT
7.1. California Law. This Agreement shall be construed and interpreted both
as to validity and to performance of the Pudiow in a000rduooc with the b»vvm of the State of
California. Legal ncdooy concerning any dispute, claim or matter arising out of or in relation to
this Agreement obuU be instituted in the Superior Court of the County of Orange, State of
California, or any other appropriate court in such county, and Consultant covenants and agrees to
submit io the personal jurisdiction of such court io the event n{ such action.
@ CITY OFFICERS AND `
8.1. Nb officer m employee
o[ City ' sha\ be personally bnb|o to the Consultant, or any successor-in-interest, in the event of
any default or breach by the City or for any amount which may become due to the Consultant or
its successor, or for breach of any obligation of the terms of this Agreement.
8.2. Covenant A2ainst Discrimination. Consultant covenants that, |wand for
doo1[ its heirs, ozeooioro, assigns, and all persons claiming under or through them, that there
shall hson discrimination or segregation in the performance ofnrin connection with this
Agreement regarding any person m group o[ persons ou account o{ race, color, creed, religion,
ocr` marital status, uutouu} odgio, or ancestry. [-onyu1tuu1 obo|l take otO000tivs action to insure
that applicants and employees are treated without regard to their race, color, creed, religion, sex,
marital status, national origin, o,ancestry.
9. MISCELLANEOUS PROVISIONS
9.1, Notice. Any notice, demand, request, consent, or
communication either party desires or is required
to to the other party or any other person
shall brbo writing and either served personally or sent hv first-class mail hn the address
set forth below. Either party may change its address by notifying the other party nf the change of
address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of
mailing if mailed as provided in this Section.
To City:
City Manager
City ofTustin
300 Centennial Way
Tustin, C&g2780
To Consultant:
Tony lngegnc6,President
ATS Communications
22642 Lambert Street, Suite 401 A
Luke Forest, CA92638
9.2. Entire A2reement. This constitutes the entire understanding
between the Parties and supersedes all prior negotiations or agreements between them pertaining
'
to the subject matter hereof.
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me4./
9.3. Amendment. This Agreement may be amended at any time by the mutual
consent of the Parties by an instrument in writing.
9.4. Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity
or unenforeeability shall not affect any of the remaining phrases, sentences, clauses, paragraphs,
or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties
hereunder.
9.5. Corporate Authority. Each of the undersigned represents and warrants
that he/she is duly authorized to execute this Agreement on behalf of the Party for which he/she
is signing, and that by so executing this Agreement the Party for which he /she is signing is
formally bound to the provisions of this Agreement.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates
stated below.
Dated:
David E. Kendig
City Attorney
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"City„
CITY OF TUSTIN, a municipal corporation
By:
Jeffrey C. Parker
City Manager
"Consultant"
ATS Communications
By:
Tony Ingegneri
President
By:
[Name]
[Title]
Exhibit "A"
Scope of Services
• Continue to implement the Wireless Master Plan developed by ATS
Communications for Tustin.
• Market City property to the wireless carriers to facilitate the efficient and effective
development of their wireless network throughout the community.
• Negotiate terms and conditions of the development of wireless facilities on City-
owned property.
• Oversee the development of the site once approved by the City.
• On-going evaluation services to ensure the wireless carriers meet the contractual
obligations.
• Keep the City current on best practices and changes occurring within the Wireless
Industry.
• This Scope of Services shall not extend to properties located within the Tustin
Let:' ,aacv Project Area, which is bound by Edinger Avenue to the Northeast, Jamboree
�
Road to the Southeast, Barranca Parkway to the Southwest, and Red Hill Avenue to
the Northwest.
1-3
931924.1
Exhibit "B"
Cost Proposal
Table of Current Billing Rates for ATS Communications
Title
Hourly Rate
President
$200
Legal
$175
Point of Contact
$125
Site Design Specialist
$105
Field Representative
$85
Field Survey Assistant
$65
Office Administration
$35
14
9319241
Exhibit "C"
Index of Pre-Existing Licenses
1) Sprint/Crown at Tustin Sports Park
2) Metro PCS at Tustin Sports Park
3) T-Mobile at Cedar Grove Park
15
931924.1