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HomeMy WebLinkAbout16 - Agreement for Crossing Guard ServicesP0 m CITY OF z NEWPORT BEACH cl't City Council Staff Report </ FO RN September 12, 2017 Agenda Item No. 16 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Jon Lewis, Chief of Police - 949-644-3701, jlewis@nbpd.org PREPARED BY: Jonathan Stafford, Deputy Director, jtafford@nbpd.org PHONE: 949-644-3650 TITLE: Agreement with All City Management Services, Inc. for Crossing Guard Services FA_.13I-ET i6 The Police Department requests City Council approval for a three-year agreement with two one-year extensions with All City Management Services, Inc. to provide crossing guard services. All City Management Services was selected as the most qualified vendor in a full Request for Proposals (RFP) process conducted by the City's Purchasing Agent. The agreement specifies 17 crossing guard locations throughout the City of Newport Beach to be staffed during school arrival and departure periods, to include three new locations in Newport Heights. RECOMMENDATION: a) Determine that the action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because it will not result in a physical change to the environment, directly or indirectly; and b) Approve a Services Agreement with All City Management Services, Inc. of Santa Fe Springs, California, for crossing guard services at a not -to -exceed cost of $922,406.40, and authorize the Mayor and City Clerk to execute the Agreement. FUNDING REQUIREMENTS: The current adopted budget includes sufficient funding for 17 crossing guard locations, including the three additional new Newport Heights locations requested by the City Traffic Engineer. Funding levels for crossing guard services for subsequent fiscal years will be evaluated during the annual budget preparation process. 16-1 Agreement with All City Management Services, Inc. for Crossing Guard Services September 12, 2017 Page 2 DISCUSSION: RFP Process Through the Finance Department and Purchasing staff, the City issued an RFP, soliciting proposals from crossing guard service providers. The RFP detailed the background and scope needed by the City for crossing guard services at its various school locations. Also included in the RFP was information on the evaluation process, specifically the award procedures. It was stated that the award would be based on 70% Technical Factors and 30% Cost Factors. The Technical Factors encompass areas such as experience, qualifications, project approach, training and safety. The Cost Factors take into account the proposed hourly rate of the assigned crossing guards for the first year of the proposed contract engagement. The City received two (2) responses, from All City Management Services, Inc. (ACMS); and American Guard Services, Inc. (AGS). An evaluation panel was assembled, consisting of staff from the City's Police and Public Works Departments. Staff from the Public Works Traffic Engineering Division was asked to help evaluate the proposal due to their knowledge and experience in traffic -related matters within the City. Using a 100 - point scale, the evaluation panel assessed the Technical Factors of each proposal and awarded a maximum of 70 points. For each proposal, the average score from each rater was calculated and assigned as the Technical Score. Concurrently, Purchasing staff evaluated each cost proposal and awarded a maximum of 30 points. AGS offered the lowest hourly rate, which translated to the lowest annual and contract term cost so they were awarded the full 30 points. ACMS was awarded a number of points directly proportional to the amount by which their proposed cost was higher than that of AGS. Table A below details each step of the evaluation process, with Cost Score detail provided in Table B below. Table A: Evaluation Scoring Process Proposer Technical Score Cost ScoreTotal Score (Maximum 70) (Maximum 30)1 (Maximum 100) All City Management 62.67 Points 29.47 Points 92.13 Services, Inc. American Guard 51.67 Points 30.00 Points 81.67 Services, Inc. Notes: 1 Details on the Cost Score methodology can be found in Table B Background of Proposers ACMS was founded in 1985 and currently employs over 4,000 crossing guards servicing cities, counties and school districts nationwide. Some of the local agencies currently serviced by ACMS include: Santa Ana, Cypress, Dana Point, Fountain Valley, Lake Forest, Garden Grove, Brea, Placentia, Fullerton, Costa Mesa and Huntington Beach. 16-2 Agreement with All City Management Services, Inc. for Crossing Guard Services September 12, 2017 Page 3 In their proposal, AGS demonstrates experience as a security guard company that also handles crossing guard services. Although founded in 1997, AGS has provided crossing guard services since 2009. AGS currently employs 789 crossing guards, compared to 6,000 security guards and personnel. Local government agency clients serviced by AGS include: Orange County Sheriff's Department, San Juan Capistrano, Mission Viejo and the Anaheim Police Department. Explanation of Technical Score Compared to AGS, ACMS rated higher in Technical Score among the evaluation panel due to having more public agency client experience and overall experience in providing crossing guard services. ACMS's focus specifically in crossing guard services allows the company to train its employees in one specialized trade and to keep current with safety practices. In addition, ACMS has provided crossing guard services to the City of Newport Beach for over 20 years so their management and staff possess a familiarity with our sites, expectations and organizational structure. Furthermore, the school sites serviced by ACMS during the City's engagement have seen no accidents or major incidents, a sentiment echoed in the reference checks performed on ACMS. Reference checks for AGS found generally satisfied clients, however the City of Fremont cited staffing and billing inconsistency issues encountered during their engagement. Explanation of Cost Score Table B below outlines the proposed contract costs from ACMS and AGS over a proposed five-year term, assuming 7,560 hours per year, as was consistent with current usage. The RFP responses did not include the additional three locations requested by the City Traffic Engineer after the RFP process concluded. Therefore, the additional 1,620 hours per year are reflected in the final agreement, but are not reflected in the cost score methodology because the RFP did not include the three new locations. Following identification of ACMS as the recommended proposer for contract award, Purchasing staff initiated contract negotiations with the proposer. The result of these proceedings was an agreed-upon reduction in hourly rates from ACMS, and in turn, a reduction in the annual and contract costs. The original and negotiated rates for ACMS are included in the table. Table B: Cost Submittal Detail 16-3 American Guard Services, Inc. All City Management Services, Inc. (Original Rates) All City Management Services, Inc. (Negotiated Rates) Year 1: $125,420.40 $127,688.40 $126,856.80 Year 2: $131,770.80 $141,372.00 $140,238.00 Year 3: $142,354.80 $152,258.40 $150,973.20 Year 4: $152,560.80 $166,017.60 $163,900.80 16-3 Agreement with All City Management Services, Inc. for Crossing Guard Services September 12, 2017 Page 4 Year 5: $162,993.60 $180,154.80 $177,660.00 TOTAL AMOUNT 2: $715,100.40 $767,491.20 $759,628.80 Notes: 2 Amount calculated using 14 locations and does not include 3 new locations. Amounts shown above are to demonstrate cost score methodology only. It is important to note that the primary factor in the rising costs each year is the minimum wage mandate set forth by the State of California. Currently, the State's minimum wage is $10.50/hour and set to increase to $11.00/hour on January 1, 2018. Each year thereafter, the minimum wage will increase by $1 until the wage is $15.00/hour. Evaluation Panel Recommendation Although AGS is qualified to perform the requested services, the evaluation panel felt the combination of experience, qualifications, personnel, project history with the City of Newport Beach and safety track record makes ACMS the highest qualified proposer to be considered for award, outweighing the prospect of contracting at a slightly higher hourly rate. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Attachment A — Agreement with All City Management Services, Inc. 16-4 ATTACHMENT A SERVICE AGREEMENT WITH ALL CITY MANAGEMENT SERVICES, INC. FOR CROSSING GUARD SERVICES THIS SERVICE AGREEMENT ("Agreement') is made and entered into as of this 12th day of September, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ALL CITY MANAGEMENT SERVICES, INC., a California corporation ("Consultant'), whose address is 10440 Pioneer Blvd., Suite 5, Santa Fe Springs, CA 90670, 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 Consultant to provide Crossing Guard Services ("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render 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 1.1 The term of this Agreement shall commence on the Effective Date, and shall terminate on September 11, 2020, unless terminated earlier or extended as set forth herein. 1.2 The term of this Agreement may be auto renewed up to two (2) times for an additional one (1) year per renewal. An auto renewal of an additional one (1) year will occur at the end of the initial three (3) year term if neither party has given written intent not to renew at least thirty (30) calendar days before expiration of the initial three (3) year term, and an auto renewal of an additional one (1) year will occur at the end of the fourth year if neither party has given written intent not to renew at least thirty (30) calendar days before expiration of the fourth year. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" 16-5 or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, 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, Consultant shall not be responsible for delays due to causes beyond Consultant'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 Consultant 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 Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Five Hundred Seven Thousand Six Hundred Fifty Four Dollars and 001100 ($507,654.00) for the initial three (3) year term, without prior written authorization from City. For year 1, the annual amount shall not exceed One Hundred Fifty Four Thousand Forty Dollars and 401100 ($154,040.40). For year 2, the annual amount shall not exceed One Hundred Seventy Thousand Two Hundred Eighty Nine Dollars and 001100 ($170,289.00). For year 3, the annual amount shall not exceed One Hundred Eighty Three Thousand Three Hundred Twenty Four Dollars and 601100 ($183,324.60). No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. At the City's discretion and in accordance with Section 1 of this Agreement, after the first three (3) years, this Agreement may be extended for the fourth (41h) year, and at the end of the fourth (4th) year may be extended for the fifth (5'h) year. For year 4, the annual amount shall not exceed One Hundred Ninety Nine Thousand Twenty Two Dollars All City Management Services, Inc. Page 2 16-6 and 40/100 ($199,022.40). For year 5, the annual amount shall not exceed Two Hundred Fifteen Thousand Seven Hundred Thirty Dollars and 00/100 ($215,730.00). Contractor's compensation for all Work performed in accordance with this Agreement, including all reimburseable items and subcontractor fees, shall not exceed Nine Hundred Twenty Two Thousand Four Hundred Six Dollars and 40/100 ($922,406.40) if this Agreement if extended for years (4) and five (5). 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant'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 a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant 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. 5. PROJECT MANAGER 5.1 Consultant 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. Consultant has designated Harlan Sims to be its Project Manager. Consultant 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 Consultant, 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. Consultant 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 Consultant 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. All City Management Services, Inc. Page 3 16-7 6. ADMINISTRATION This Agreement will be administered by the Police Department. City's Police Department Deputy Director 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. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, 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 Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant 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 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, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized standards. 8.2 Consultant 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 Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant 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 Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against 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, liabilities, costs and expenses (including, without limitation, All City Management Services, Inc. Page 4 .: 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, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant 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 Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, 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 Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant 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 Consultant on the Project. 12. CITY POLICY Consultant 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. All City Management Services, Inc. Page 5 16-9 13. PROGRESS Consultant 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 Consultant's indemnification of City, and prior to commencement of Work, Consultant 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. 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 Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. 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. Consultant 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. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, All City Management Services, Inc. Page 6 16-10 employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant 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 Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant 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 Consultant under this Agreement. All City Management Services, Inc. Page 7 16-11 21. WITHHOLDINGS City may withhold payment to Consultant 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. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant 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. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 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. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: All City Management Services, Inc. Page 8 16-12 Attn: Police Department Deputy Director Police Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Baron Farwell All City Management Services, Inc. 10440 Pioneer Blvd., Suite 5 Santa Fe Springs, CA 90670 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant'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 Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 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 two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) 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. 27.2 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 Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant All City Management Services, Inc. Page 9 16-13 shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant 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 Consultant 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 Consultant and City and approved as to form by the City Attorney. 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. All City Management Services, Inc. Page 10 16-14 28.10 Equal Opportunity Employment. Consultant 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. [SIGNATURES ON NEXT PAGE] All City Management Services, Inc. Page 11 16-15 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: 2/5 By: Aaron C. Harp City Attorney ATTEST: Date: Leilani 1. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Kevin Muldoon Mayor CONSULTANT: Services, Inc., a Date: All City Management California corporation By: Baron Farwell President Date: By: Demetra Farwell Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements All City Management Services, Inc. Page 12 16-16 EXHIBIT SCOPE OF SERVICES All City Management Services, Inc. Page A-1 16-17 EXHIBIT A — SCOPE OF SERVICES 1. Contractor Responsibilities/Provisions 1.1 The Contractor shall render a full-service project to provide adult crossing guards for the City. The Contractor shall administer and coordinate the project. 1.2 The Contractor shall recruit, select, and employ crossing guards and alternate crossing guards as required to provide coverage at each crossing guard post on each day when guards are required in accordance with the schedule provided by the City. 1.3 The Contractor is responsible for the application process and determining the suitability and qualifications of the crossing guards hired. All crossing guards employed by the Contractor to perform services under this contract shall meet the qualifications specified in the scope of services. 1.4 The Contractor shall provide a project manager as required to ensure competent and efficient management of the crossing guard project. 1.5 The Contractor shall hire field supervisors to make on-site visitations at crossing guard sites. One field supervisor shall be responsible for the supervision of no more than 25 crossing guards. The Contractor shall provide the name and contact information for the field supervisor(s) to the City. The Contractor shall conduct on-site visitations to crossing guards' sites at least three (3) times per school year. 1.6 The Contractor shall provide each crossing guard with the following equipment: 1.6.1 Complete uniform with Contractor's identifiable patch or badge; 1.6.2 Regulation -size, hand-held stop sign; 1.6.3 Brass or plastic whistle; 1.6.4 Traffic safety vest; and 1.6.5 High -visibility rain coat. 2. Duties of Crossing Guards 2.1 It shall be the duty of each crossing guard to: 2.1.1 Halt vehicles when necessary by mechanical and hand signal to permit children to cross the road safely; 2.1.2 Maintain order among children assembled at street crossing points and permit them to cross only when they can do so safely; 2.1.3 Report to the Newport Beach Police Department the license plate numbers of motor vehicles who violate traffic laws or crossing guard instructions; 2.1.4 Make children aware of the elements of traffic safety and operation of pedestrian controls; 16-18 EXHIBIT A — SCOPE OF SERVICES 2.1.5 Report to school authorities the names of children who do not follow safety regulations; and 2.1.6 Wear a reflective traffic safety vest at all times when on duty. 3. Minimum Standards for Crossing Guards 3.1 The following shall be the minimum qualifications, as determined by Contractor, for all crossing guards assigned by the Contractor to this project: 3.1.1 Be at least eighteen (18) years of age; 3.1.2 Be physically and mentally capable of performing the duties of a crossing guard; 3.1.3 Have the ability to give and follow oral instructions; 3.1.4 Have the ability to establish and maintain effective working relationships with children, parents, school officials and law enforcement officials; 3.1.5 Have the ability to remain calm and use judgment and initiative in an emergency situation; and 3.1.6 Be of good moral character. 3.2 Contractor shall include the following procedures in the selection process for crossing guards: 3.2.1 The Contractor shall contact the last two (2) or three (3) employers of the crossing guard applicant. Personnel reference should also be checked if the applicant has not been employed during the last five (5) years. 3.2.2 Employment and personal reference checks should be of such a nature as to provide the Contractor with the information necessary to determine if the applicant is capable of performing the duties of a crossing guard. 3.2.3 The Contractor shall provide for fingerprinting each applicant and shall complete a fingerprint identification card which shall be forwarded within five (5) working days to the California Department of Justice (DOJ). 3.2.4 The Contractor shall not employ any person as a crossing guard who has been convicted of a drug offense, sex offense or a felony, or is otherwise prohibited from working with children. 3.2.5 The Contractor shall maintain records of fingerprint identification during the period of this contract and five (5) years thereafter. Such records shall be available to the City for review upon request of the City. 3.3 The Contractor shall provide each crossing guard with appropriate training for the position of crossing guard before assigning a guard to any post. The training project shall include: 16-19 EXHIBIT A — SCOPE OF SERVICES 3.3.1 General indoctrination concerning rules and regulations of employment; 3.3.2 Instructions on the proper handling of required reports; 3.3.3 Crossing guard techniques appropriate to the guard post; 3.3.4 Telephone numbers, and addresses, of the schools served by the crossing guards and local law enforcement; and 3.3.5 Public relations instructions, including the importance of image, dress and appearance, attitude and general demeanor of a crossing guard. 4. Listing of Current Crossing Guard Locations The following is a listing of all the current crossing guard locations in the City. Contractor shall post crossing guards at each of the following locations during the times specified. 16-20 Crossing Guard a School Intersection Mon Tue wed Thur Fri 0830-09:15 07:15-0800 07.15-0800 07:15-0890 07:15 -Data 1 Corona del mar High School Eastbluff Dr. /Alba St. 02:45-03:30 02.45-03,30 0245-0330 02:45-03:30 0245-03:30 HOURS lS 1.S 1.S 15 13 09:30-09:15 07:15-0800 07:15 -08W 07:I5-D9W 0]:15-O8W 2 Our Lady Queen FItbluff Dr. /Mar Vista 02:45-03:30 0205-03:30 02:45-0330 02:45-03:30 02:45-03:30 HOURS 1.5 1.S IS I.S 15 0805-08:50 0895-0850 0805-0850 08os-06:50 0805-08:50 3 Eastbluff Elementary Eastbluff Dr. / Vista del Sol 0395-0350 0395-03:50 0130-0210 0305-0350 0305-03:50 HOURS 15 I.S 102 1.5 1S 08:10-085509:10-0855 1055 08 -08 08:10-08 55 08:10-0855 4 Eastbluff Elementary T Vista del Oro/ Vista Roma 0255-03A0 02:55-03:40 01:25-02:10 02:55-03:40 0255-03:40 HOURS 1.S Ls 15 l.5 1.5 0730-08.05 07:30-0895 07:30-0805 07:30-0805 07:30-0805 16'" St. / Irvine (Cross Point S.1 Ensign Intermediate 08:20-08:50 02:35-03:35 1235-0105 01:35-03:35 02:35-03:35 at 16'" St.) 02:35-03:35 03.00-0330 HOURS 2= 1.58 1.58 1 1.58 1.58 0730-0605 07:30-08:05 07:30-0805 07:30-0895 07:30-08:05 16'"SL( Irvine (Cross Point S.2 Ensign Intermediate at trvEnc) 0820-08:50 02:35-03:35 1235-0305 02:35-03:35 02:3S-03:35 02:35-03:35 0390-03:30 HOURS 2 LS8 158 1.53 2.S8 01:30-0805 07:30-08:05 01:30-0805 07:30-0805 0730-0805 Ensign Intermediate/ Newport 15'" St. / Irvine (North 5.3 Harbor HIS Crossing) 08:20-0850 02:35-03:35 1135-0105 0235-0335 02:35-01:35 0235-0335 0300-03:30 HOURS 2 LIZ LIS 1.58 I.S8 0730-0895 07:30-0805 07:30-0805 07:30-08.05 0730-0805 Ensign Intermediate/ Newport 15'" St. /Irvine (East $.4 Harbor HS Crossing) 08:20-08:50 02:35-03:35 1235-0105 02:35-0735 0235-0735 0235-0335 0300-03:30 HOURS 2 1.S8 1.58 LSe 1.58 0730-0805 07:30-0805 0730-0805 0730-0895 07:30-0805 5.5 Ensign Intermediate Beacon St. Irvine 0820-08:50 02:35-03:35 12:35-0105 02:35-0335 02:35-03:35 0235-0335 0300-03:30 HOURS 2 1.58 LIS I.S8 LIS Pacific View Dr. Marguerite 0745-08:30 07:45-03:30 07.45-08:30 07.45-08:30 0705-0830 6 Lincoln Elementary Ave. 02:40-03:25 02:40-0325 0105-0150 02:40-0315 02:40-03:25 HOURS l5 l.5 1.5 1.5 1.s Oaoo-09:45 08.90-09:45 0890-08:45 0800-08,45 0900-0845 7 Mariners Elementary Dover /Mariners 02:55-0300 02:55-03:40 0145-02:30 02:55-03 401 02:55-03.40 HOURS l.5 1.5 LS 1.S 1.s W9W-08:45 0800-08:45 0800-08:45 0890-08:45 0890-08:45 8 Mariners Elementary Mariners / Pembroke 02:55-03:40 02:55-03:40 01:55-02:40 02:SS-03:40 02.55-03:40 HOURS l.5 LS LS 1.5 15 0]:30-08:15 07:30-08:15 01:30-08:15 07:30-08:15 07:30-08:15 9 Newport Elementary TW. Balboa / 14`" St. 02:20-0305 02:20-03:05 12:45-01:30 02:20-0395 02:20-0305 HOURS 1.5 1.5 1.5105 1.5 0730-08:15 07:30-08:15 07:30-08:15 0]:30-03:15 07:30-08:15 10 Newport Elementary W. Balboa / 13'" St. 02:20-0395 02:20-0395 1205-01:30 02:20-03:05 02:20-0305 HOURS 1.5 1.5 1.5 1.S 1.5 0800-08 A5 0800-M45 0800-08,45 0990-08:45 0890-0845 Newport Coast/Ridge Park 11.1 Newport Coast Elementary Rd. {Cross Point at Ridge 02:10-02:40 02x0-02:40 0195-0105 02:10-02:40 02x0-02Ao Park Rd.) 0300-03:30 03:00-03:30 0290-02:30 0300-03:30 0300-03:30 HOURS L75 L75 1.92 1.75 1.75 0800-0805 0890-08:45 0990-08:x5 0800-08:45 0900-0845 Newport Coast/Ridge Park 11.2 Newport Coast Elementary Rd. (Cross Point at School 02:10-02:40 02:10-02:40 0105-0105 02:30-02 40 02:10-0240 Driveway) 0300-03:30 0300-0330 0290-02:30 0300-03:30 0319-03:30 HOURS 1.75 1.75 1 1.97 1 1.75 1.]S 07:30-08:15 07:30-08:15 0]:30-08:35 07:30-03.15 07:30-08.15 12 Newport Heights Elementary 15'" St. /Redlands 02:35-03:20 02:35-03:20 01:10-01-50 0235-0320 02:35-03.20 HOURS IS I's I 1.42 1 1.5 I.S 16-21 EXHIBIT B SCHEDULE OF BILLING RATES All City Management Services, Inc. Page B-1 16-22 EXHIBIT B - SCHEDULE OF BILLING RATES (2017-2018) YEAR 1: $507,654.00 HOURLY RATE: $16.78 NUMBER OF HOURS: 9180 TOTAL ANNUAL AMOUNT: $154,040.40 (2018-2019) YEAR 2: $21.68 HOURLY RATE: $18.55 NUMBER OF HOURS: 9180 TOTAL ANNUAL AMOUNT: $170,289.00 (2019-2020) YEAR 3.- :HOURLY $23.50 HOURLYRATE: $19.97 NUMBER OF HOURS: 9180 TOTAL ANNUAL AMOUNT: $183,324.60 TOTAL 1-3 YEAR COST: $507,654.00 OPTIONAL: (2020-2021) YEAR 4: HOURLY RATE: $21.68 NUMBER OF HOURS: 9180 TOTAL ANNUAL AMOUNT: $199,022.40 (2021-2022) YEAR 5: HOURLY RATE: $23.50 NUMBER OF HOURS: 9180 TOTALANNUALAMOUNT: $215,730.00 irirrrirriirrrrrrrrrirrirrrrrrrrrrrirriiriirirrrrrrrrirriiri TOTAL• . r 16-23 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant 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. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant 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. Consultant 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. Consultant 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. Consultant 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. Consultant 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 Consultant 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. All City Management Services, Inc. Page C-1 16-24 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 Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. 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. Consultant 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. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City'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 Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Aqreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform All City Management Services, Inc. Page C-2 16-25 Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. 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 Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. 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. F. City Remedies for Non -Compliance. If Consultant or any subconsultant 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 Consultant'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 Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Contract, 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. H. Consultant's Insurance. Consultant 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. All City Management Services, Inc. Page C-3 16-26