HomeMy WebLinkAboutC-5137 - Service Agreement for Crossing Guard ServicesAMENDMENT NO. 1 TO
SERVICE AGREEMENT
WITH ALL CITY MANAGEMENT SERVICES FOR
CROSSING GUARD SERVICES
THIS AMENDMENT NO. 1 TO SERVICE AGREEMENT ("Amendment No. 1") is
made and entered into as of this 11th day of January, 2017 ("Effective Date"), by and
between the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("City"), and ALL CITY MANAGEMENT SERVICES, a California corporation
("Contractor'), whose address is 10440 Pioneer Blvd. # 5 Santa Fe Springs, CA 90670,
and is made with reference to the following:
RECITALS
A. On June 12, 2012, City and Contractor entered into a Service Agreement
("Agreement") for Contractor to provide crossing guard services ("Project").
B. The parties desire to enter into this Amendment No. 1 to reflect additional
Services not included in the Agreement and to increase the total compensation.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. SERVICES TO BE PERFORMED
Exhibit A to the Agreement shall be amended in its entirety and replaced with the
Scope of Services, attached hereto as Exhibit A-1 and incorporated herein by reference.
Any reference to Exhibit A in the Agreement shall hereafter refer to Exhibit A-1 attached
hereto.
2. COMPENSATION TO CONSULTANT
Exhibit B to the Agreement shall be amended in its entirety and replaced with the
Schedule of Billing Rates, attached hereto as Exhibit B-1 and incorporated herein by
reference. Any reference to Exhibit B in the Agreement shall hereafter refer to Exhibit
B-1 attached hereto.
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B-1 and incorporated herein by reference.
Contractor's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subcontractor fees, shall not exceed Five Hundred
Eighty Thousand Dollars and 00/100 ($580,000.00), without prior written
authorization from City. No billing rate changes shall be made during the term of this
Agreement without the prior written approval of City."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. 1,
including all reimbursable items and subconsultant fees, in an amount not to exceed
Eighty Thousand Dollars and 00/100 ($80,000.00).
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
All City Management Services Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
�_
By:
Aaron C. Harp o�m
City Attorney
ATTEST:
Date: �• )1
B y: V6 i l hw-�"
LeN4i 1. : • 1
City Clerk
Attachments
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 3) g IP
By:
_ "�'-y , ,
Dave
City Manager
CONSULTANT: All City Management
Services, a C liforni corporation
Date: 7�r C
By:
Bar <el\F
President
Date:
DemlqtrA F
Secretary
[END OF SIGNATURES]
Exhibit A-1 - Scope of Services
Exhibit B-1 - Schedule of Billing Rates
All City Management Services Page 3
EXHIBIT A-1
SCOPE OF SERVICES
All City Management Services Page A-1
Exhibit A-1: Scope of Services
1. Scope of Services: Contractor Responsibilities/Provisions
1.1 The contractor shall render a full-service program to provide adult crossing
guards for the city. The contractor shall administer and coordinate the program.
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 consultant 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 program manager as required to ensure
competent and efficient management of the crossing guard program.
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 supervisors) 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. Scope of Services: 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;
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. Scope of Services: Minimum Standards for Crossing Guards
3.1 The following shall be the minimum qualifications 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
program shall include:
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. Scope of Services: Listing of Current Crossing Guard Locations
The following is a listing of all the current crossing guard locations in the City. The
selected contractor shall be required to post crossing guards at each of the following
locations during the times specified.
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EXHIBIT B-1
SCHEDULE OF BILLING RATES
Hourly Rate for Crossing Guard Services: $17.31
All City Management Services Page B-1
i
SERVICE AGREEMENT
WITH ALL CITY MANAGEMENT SERVICES FOR
CROSSING GUARD - SERVICES
THIS ICE AGREEMENT ( "Agreement ") is made and entered into as of this
177M day of�ay 2012 ( "Effective Date ") by and between the CITY OF NEWPORT
BEACH, a California Municipal Corporation ( "City "), and ALL CITY MANAGEMENT
SERVICES, a California corporation ( "Contractor'), whose address is 10440 Pioneer
Blvd., #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 Contractor to provide crossing guard services ( "Project ").
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
D. The principal member of Contractor for purposes of Project shall be Baron
Farwell
E. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date , and shall
terminate on June 1, 2017 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
City and Contractor acknowledge that the above Recitals are true and correct
and are hereby incorporated by reference into this Agreement. Contractor shall
diligently perform all the services described in the Scope of Services attached hereto as
Exhibit A and incorporated herein by reference ( "Services" or "Work "). The 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 Contractor 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 Contractor 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.
3.1 .1 Notwithstanding the foregoing, Contractor shall not be responsible
for delays due to causes beyond Contractor's reasonable control. However, in the case
of any such delay in the Services to be provided for the Project, each party hereby
agrees to provide notice within two (2) days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.2 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator (as defined in Section 6 below) not later than ten
(10) calendar days after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant reasonable time
extensions for unforeseeable delays that are beyond Contractor's control.
3.3 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand - delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not -to-
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates or Progress Payments Schedule attached hereto as Exhibit B and
incorporated herein by reference. Contractor's compensation for all Work performed in
accordance with this Agreement, including all reimbursable items and subcontractor
fees, shall not exceed Five - Hundred Thousand Dollars and .00/100 ($500,000.00)
without prior written authorization from City. No billing rate changes shall be made
during the term of this Agreement without the prior written approval of City.
4.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and /or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Contractor no later than
thirty (30) days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Contractor 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 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
All City Management Services Page 2
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Baron Farwell to be its
Project Manager. Contractor shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Police Department. Patrol and
Traffic Division Commander, or his /her designee, shall be the Project Administrator and
shall have the authority to act for City under this Agreement. The Project Administrator
or his /her designee shall represent City in all matters pertaining to the Services to be
rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, one (1) copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Contractor's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractors
supervision. Contractor represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest industry standards.
For purposes of this Agreement, the phrase "highest industry standards' shall mean
those standards of practice recognized by one (1) or more first -class firms performing
similar work under similar circumstances.
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City, nor have any contractual relationship with City. By
delivery of completed Work, Contractor certifies that the Work conforms to the
requirements of this Agreement and all applicable federal, state and local laws and the
highest industry standard.
8.3 Contractor represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
All City Management Services Page 3
legally required of Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely information or
to approve or disapprove Contractor's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents 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, attorney's
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 Contractor's presence or activities conducted on
the Project (including the negligent and /or willful acts, errors and /or omissions of
Contractor, its principals, officers, agents, employees, vendors, suppliers, 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 Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's 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 the
Contractor.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Contractor, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Contractor or any of Contractor's employees or agents, to be the agents or employees
of City. Contractor shall have the responsibility for and control over the means of
performing the Work, provided that Contractor is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Contractor as to the details of the performance of the Work or to exercise a measure of
All City Management Services Page 4
control over Contractor shall mean only that Contractor shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator and /or his /her
duly authorized designee 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
14.1 Without limiting Contractor's indemnification of City, and prior to
commencement of Work, Contractor shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and
amounts described below and in a form satisfactory to City. The cost of such insurance
shall be included in Contractors bid.
14.2 Coverage and Limit Requirements.
14.2.1 Workers' Compensation. Contractor shall maintain Workers'
Compensation Insurance providing statutory benefits and employer's liability insurance
with limits of at least one million dollars ($1,000,000) each type for Contractors
employees in accordance with the laws of the State of California, Section 3700 of the
Labor Code. In addition, Contractor shall require each subcontractor to similarly
maintain Workers' Compensation Insurance and Employer's Liability Insurance in
accordance with the laws of the State of California, Section 3700 for all of the
subcontractors employees. The insurer issuing the Workers' Compensation insurance
shall amend its policy by endorsement to waive all rights of subrogation against City, its
elected or appointed officers, agents, officials, employees and volunteers. Contractor
shall submit to City, along with the required certificate of insurance, a copy of such
waiver of subrogation endorsement.
14.2.2 General Liability. Contractor shall maintain commercial general
liability insurance in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) General Aggregate and two million dollars
($2,000,000) Products and Completed Operations Aggregate for bodily injury, personal
All City Management Services Page 5
injury, and property damage, including without limitation, blanket contractual liability. .
Coverage shall be at least as broad as that provided by Insurance Services Office form
CG 00 01. None of the policies required herein shall be in compliance with these
requirements if they include any limiting endorsement that has not been first submitted
to City and approved in writing.
14.2.3 Automobile Liability. Contractor shall maintain automobile
insurance covering bodily injury and property damage for all activities of the Contractor
arising out of or in connection with Work to be performed under this Agreement,
including coverage for any owned, hired, non -owned or rented vehicles, in an amount
not less than one million dollars ($1,000,000) combined single limit for each accident.
14.2.4 Builders Risk. For Agreements or Contracts with
Construction /Builders Risk property exposures, Contractor shall maintain Builders Risk
insurance or an installation floater as directed by City, covering damages to the Work
for "all risk" or special form causes of loss with limits equal to one hundred percent
(100 %) of the completed value of contract, with coverage to continue until final
acceptance of the Work by City. At the discretion of City, the requirement for such
coverage may include additional protection for Earthquake and /or Flood. City shall be
included as an insured on such policy, and Contractor shall provide the City with a copy
of the policy.
14.3 Other Insurance Provisions or Requirements.
14.3.1 Evidence of Insurance. Contractor shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and an additional
insured endorsement for general liability. Insurance certificates and endorsements
must be approved by City's Risk Manager prior to commencement of performance or
issuance of any permit. Current evidence of insurance shall be kept on file with City at
all times during the term of this Agreement. All of the executed documents referenced in
this Agreement must be returned within ten (10) working days after the date on the
"Notification of Award," so that the City may review and approve all insurance and bond
documentation. City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
14.3.2 General liability insurance provisions. Primary and excess or
umbrella liability policies are to contain, or be endorsed to contain, the following
provisions:
14.3.2.1 City, its elected or appointed officers, agents, officials,
employees, and volunteers are to be covered as additional insureds as respects: liability
arising out of activities performed by or on behalf of Contractor, including the insured's
general supervision of Contractor; products and completed operations of Contractor;
premises owned, occupied or used by Contractor. The coverage shall contain no
special limitations on the scope of protection afforded to City, its elected or appointed
officers, officials, employees, agents or volunteers. Contractor shall submit to City a
copy of the additional insured endorsement along with the required certificates of
insurance.
All City Management Services Page 6
14.3.2.2 Contractor's insurance coverage shall be primary
insurance and /or primary source of recovery as respects City, its elected or appointed
officers, agents, officials, employees and volunteers as respects to all claims, losses, or
liability arising directly or indirectly from the Contractor's operations or services provided
to the City. Any insurance or self- insurance maintained by City, its officers, officials,
employees and volunteers shall be excess of the Contractor's insurance and shall not
contribute with it.
14.3.2.3 Contractor's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
14.4 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.
14.5 Notice of Cancellation. Contractor agrees to oblige its insurance broker
and insurers to provide to City with 30 days notice of cancellation (except for
nonpayment for which 10 days notice is required) or nonrenewal of coverage for each
required coverage except for builder's risk insurance. The builder's risk policy will
contain or be endorsed to contain a provision providing for 30 days written notice to City
of cancellation or nonrenewal, except for nonpayment for which 10 days notice is
required.
14.6 Self- Insured Retentions. Contractor agrees not to self- insure or to use any
self- insured retentions on any portion of the insurance required herein and further
agrees that it will not allow any indemnifying party to self- insure its obligations to City. If
contractors existing coverage includes a self- insured retention, the self- insured
retention must be declared to City. City may review options with the contractor, which
may include reduction or elimination of the self- insured retention, substitution of other
coverage, or other solutions. Contractor agrees to be responsible for payment of any
deductibles on their policies.
14.7 Timely Notice of Claims. Contractor shall give City prompt and timely
notice of any claim made or suit instituted arising out of or resulting from Contractor's
performance under this agreement.
14.8 Waiver. All insurance coverage maintained or procured pursuant to this
agreement shall be endorsed to waive subrogation against City, its elected or appointed
officers, agents, officials, employees and volunteers, or shall specifically allow
Contractor or others providing insurance evidence in compliance with these
requirements to waive their right of recovery prior to a loss. Contractor hereby waives its
own right of recovery against City, and shall require similar written express waivers and
insurance clauses from each of its subcontractors.
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14.9 Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of the City to inform Contractor of
non - compliance with any requirement imposes no additional obligations on the City nor
does it waive any rights hereunder.
14.10 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.
14.11 City's Remedies. City shall have the right to order the Contractor to stop
Work under this Agreement and /or withhold any payment(s) that become due to
Contractor. hereunder until Contractor demonstrates compliance with the requirements
of this article. In the alternative, City may purchase the required coverage and charge
Contractor the cost of the premiums or deduct the cost from Contractor's payments.
14.12 Coverage not Limited. All insurance coverage and limits provided by
contractor and available or applicable to this agreement are intended to apply to the full
extent of the policies. Nothing contained in this agreement or any other agreement
relating to the city or its operations limits the application of such insurance coverage.
14.13 Coverage Renewal. Contractor will renew the coverage required here
annually as long as Contractor continues to provide any Services under this or any
other contract or agreement with the City. Contractor shall provide proof that policies of
insurance required herein expiring during the term of this Agreement have been
renewed or replaced with other policies providing at least the same coverage. Proof that
such coverage has been ordered shall be submitted prior to expiration. A coverage
binder or letter from Contractor's insurance agent to this effect is acceptable. A
certificate of insurance and /or additional insured endorsement as required in these
specifications applicable to the renewing or new coverage must be provided to City
within five days of the expiration of the coverages.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Contractor, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Contractor is a
partnership or joint- venture or syndicate or cotenancy, which shall result in changing the
control of Contractor. Control means fifty percent (50 %) or more of the voting power, or
twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint -
venture.
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16. SUBCONTRACTING
The parties recognize that a substantial inducement to city for entering into this
agreement is the professional reputation, experience and competence of contractor.
Assignments of any or all rights, duties or obligations of the contractor under this
agreement will be permitted only with the express written consent of city. Contractor
shall not subcontract any portion of the work to be performed under this agreement
without the prior written authorization of city.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents'), prepared or caused to be prepared by
Contractor, 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 Contractor or any other party. Contractor shall, at Contractor's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Contractor
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
Contractor will be at City's sole risk and without liability to Contractor. Further, any and
all liability arising out of changes made to Contractor's deliverables under this
Agreement by City or persons other than Contractor is waived against Contractor and
City assumes full responsibility for such changes unless City has given Contractor prior
notice and has received from Contractor written consent for such changes.
18. COMPUTER DELIVERABLES
All written documents shall be transmitted to City in the City's latest adopted
version of Microsoft Word, Excel or portable digital format (.pdf).
19. 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.
20. INTELLECTUAL PROPERTY INDEMNITY
The Contractor 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 Contractor's Documents provided under this
Agreement.
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21. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Contractor under this Agreement. All such records and invoices shall be clearly
identifiable. Contractor shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Contractor shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Contractor under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his /her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and /or restoration expense shall be borne by
Contractor. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
25. CONFLICTS OF INTEREST
25.1 The Contractor 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.
25.2 If subject to the Act, Contractor 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. Contractor shall indemnify and hold harmless
All City Management Services Page 10
City for any and all claims for damages resulting from Contractor's violation of this
Section.
26. NOTICES
26.1 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. All notices, demands, requests or
approvals from Contractor to City shall be addressed to City at:
Attn: Patrol and Traffic Division Commander
Newport Beach Police Department
870 Santa Barbara Dr
Newport Beach, CA 92660
Phone: 949 - 644 -3730
Fax: 949 - 644 -3794
26.2 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attn: Baron Farwell
ALL CITY MANAGEMENT SERVICES
10440 Pioneer Blvd., #5 Santa Fe Springs, CA 90670
Phone: 310- 202 -8284
Fax: 310 -202 -8325
27. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Contractor shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Contractor's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Contractor in writing as unsettled at the time of its final request
for payment. The Contractor and the City expressly agree that in addition to any claims
filing requirements set forth in the Agreement, the Contractor shall be required to file
any claim the Contractor may have against the City in strict conformance with the Tort
Claims Act (Government Code sections 900 et seq.).
28. TERMINATION
28.1 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
All City Management Services Page 11
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.
28.2 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 thirty (30) calendar days prior written notice to Contractor. In the
event of termination under this Section, City shall pay Contractor for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Contractor has not been previously paid. On the effective date of termination,
Contractor 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.
29. STANDARD PROVISIONS
29.1 Compliance with all Laws. Contractor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
29.2 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.
29.3 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.
29.4 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.
29.5 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.
29.6 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
29.7 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.
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29.8 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.
29.9 Equal Oivortunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
29.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
29.11 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]
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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:
By:
Aaron -E. Harp
City Attorney
ATTEST:
Date: 6' )�1• )�
1
By: AA
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A Califorr�'a municipal corporation
Date: 1; i?67 —
B:
Nancy Gar r
\C� Mayor
CONTRACTOR: ALL CITY
MANAGEMENT SERVICES, a California
Corporation
Date: -j�/3 / ��
Date:/
4emFa ell
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates/ Progress Payment Schedule
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EXHIBIT A: SCOPE OF SERVICES
1. Scope of Services: Contractor Responsibilities /Provisions
1.1 The contractor shall render a full - service program to provide adult crossing
guards for the city. The contractor shall administer and coordinate the program.
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 consultant 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 program manager as required to ensure
competent and efficient management of the crossing guard program.
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. Scope of Services: 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;
A -1 Page
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;
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. Scope of Services: Minimum Standards for Crossing Guards
3.1 The following shall be the minimum qualifications 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.
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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
program shall include:
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. Scope of Services: Listing of Current Crossing Guard Locations
The following is a listing of all the current crossing guard locations in the City. The
selected contractor shall be required to post crossing guards at each of the following
locations during the times specified.
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Current Crossing Guard Locations
Crossing
School
Intersection
Mon
Tue
Wed
Thu
Fri
Guard
No.
1
Corona del
Eastbluff Dr.
07:15 -
07:15 -
07:15 -
07:15 -08:05
07:15
mar High
/Alba St.
08:05
08:05
08:05
02:45 -03:30
08:05
02:45 -
02:45 -
02:45 -
02:45 -
SCh001
03:30
03:30
03:30
03:30
2
Eastbluff
Eastbluff Dr.
08:00 -
08:00 -
08:00 -
08:00 -08:45
08:00 -
Elementary
/ Bixia St.
08:45
08:45
09:00
03:00 -03:45
08:45
03:00 -
03:00 -
01:30 -
03:00 -
03:45
03:45
02:10
1
03:45
3
Mariners
Dover/
08:00 -
08:00 -
08:00 -
08:00 -08:45
08:00 -
Elementary
Mariners
08:45
08:45
08:45
02:55 -03:40
08:45
02:55 -
02:55 -
01:55 -
02:55 -
03:40
03:40
02:40
03:40
4
Mariners
Mariners!
08:00 -
08:00 -
08:00 -
08:00 -08:45
08:00 -
Elementary
Pembroke
08:45
08:45
08:45
02:55 -03:40
08:45
02:45 -
01:45 -
01:55 -
02:55 -
03:30
02:30
03:40
03:40
5
Newport
W. Balboa /
07:30 -
07:30 -
07:30 -
07:30 -08:15
07:30 -
Elementary
in
14 St.
08:15
08:15
08:15
02:20 - 03:05
08:15
02:20 -
02:20 -
12:45 -
02:20 -
03:05
03:05
01:30
03:05
6
Newport
W. Balboa/
07:30 -
07:30 -
07:30 -
07:30 -08:15
07:30 -
Elementary
tn
13 St.
08:15
08:15
08:15
02:20 - 03:05
08:15
02:20 -
02:20 -
12:45 -
02:20 -
03:05
03:05
01:30
03:05
7
Newport
Newport
08:00 -
08:00 -
08:00 -
08:00 -08:45
08:00 -
Coast
Coast/Ridge
08:45
08:45
08:45
02:10 -02:40
08:45
02:10 -
02:10 -
01:05 -
03:00 -03:30
02:10 -
Elementary
Y
Park Rd.
02:40
02:40
01:45
02:40
03:00 -
03:00 -
02:00 -
03:00 -
03:30
03:30
02:30
03:30
8
Newport
Newport
08:00 -
08:00 -
08:00 -
08:00 -08:45
08:00 -
Coast
Coast/Ridge
08:45
08:45
08:45
02:10 - 02:40
08:45
02:10 -
02:10 -
01:05 -
03:00 -03:30
02:10 -
Elementary
rY
ark Rd.
02:40
02:40
01:45
02:40
03:00 -
03:00 -
02:00 -
03:00 -
03:30
03:30
02:30
03:30
9
Newport
15 St. !
07:30 -
07:30 -
07:30 -
07:30 - 08:15
07:30 -
Heights
Redlands
08:15
08:15
08:15
02:35 -03:20
08:15
02:35 -
02:35 -
01:10 -
02:35 -
Elementary
rY
03:20
03:20
01:50
03:20
10
Our Lady
Eastbluff Dr.
07:20 -
07:20 -
07:20 -
07:20 -08:05
07:20 -
Queen
/ Mar Vista
08:05
08:05
08:05
02:15 -03:00
08:05
02:15 -
02:15 -
02:15 -
11:45 -
03:00
03:00
03:00
12:30
__._.. _..._. _......... _...__.._ .....______._. ...... . ....
.._,.._ _.__.___.__. _..._...______.--�___._._ —..__. ._._._..._. .............. .__.___
A- 4IPage
EXHIBIT B: PROPOSAL OFFER FORM
Proposed Hourly Rate for Crossing
Guard Services, as Indicated in the $14.25 per hour
Scope of Services (Attachment A)
B -1 Page
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June 12, 2012
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Police Department
Jay R. Johnson, Chief of Police
949- 644- 3701,JJohnson @nbpd.org
PREPARED BY: Jeff Lu, Lieutenant
949 - 644 -3740, JLu @nbpd.org
APPROVED:n O.
TITLE: Service Agreement with All City Management Services, Inc., for
Crossing Guard Services
ABSTRACT:
All City Management Services, Inc., is providing crossing guard services for the City of
Newport Beach. The term of this agreement will be from the effective date through
June 1, 2017, unless terminated earlier, as set forth in the agreement.
RECOMMENDATION:
Approve and execute the Service Agreement with All City Management Services, Inc.,
for crossing guard services, at a not -to- exceed cost of $500,000 during the term of the
agreement, and authorize the Mayor and City Clerk to execute the agreement.
FUNDING REQUIREMENTS:
Based on current funding levels, sufficient funds will be available in the Police
Department budget (1840 -8080) for each year of service.
DISCUSSION:
On March 5, 2012, a Request for Proposal (RFP) solicitation was issued by the City's
Purchasing Staff and publicly distributed. Upon the proposal submission deadline, the
City received a total of two proposals from the following firms: All City Management
Services, Inc., and Alltech Industries, Inc. For the first phase of evaluation, the
members of the evaluation panel were given all the proposals as well as an evaluation
matrix for scoring purposes. Proposals were evaluated on the following criteria:
Qualifications and Experience of the Proposing Firm, Recruitment and Staffing
Service Agreement with All City Management Services, Inc., for Crossing Guard
Services
June 12, 2012
Page 2
Methodology, and Proposal Responsiveness. Prior to evaluation, the panel agreed that
the.first phase would constitute 75% of the total selection decision, with the results from
Phase 2 constituting the remaining 25 %. The following is a summary of the proposal
scoring for the first phase, based on a 75 -point rating scale:
RFP EVALUATION — PHASE 1
Evaluator
Alltech Industries, Inc.
All City Management, Inc.
Arnold, Spencer
44
48
Moss., Heidi
39
39
Newman, Lisa
52
65
TOTAL
135
152
AVERAGE
45 -
50.67
Phase 2 of the evaluation process involved the Purchasing Division performing a cost
ratio analysis based on the hourly rate proposed by each firm for crossing guards.
Assuming all things equal, 100 points were assigned to the firm with the lowest cost
proposal, and a ratio of points were then assigned to the other firm, based on how much
higher their cost proposal was. The cost ratio was then divided by 4 as to allow a
maximum of 25 points for Phase 2.
The following is a summary. of the cost ratio point distribution:
RFP EVALUATION — PHASE 2
Proposing Firm
Alltech Industries, Inca
All City Management, Inc.
Proposed Hourly Rate
$16.00
$14.25
COST RATIO
89.06
100
COST RATIO POINTS
(Cost Ratio/4)
22.27
25
RFP EVALUATION — FINAL TOTAL
Alltech Industries, Inc.
All City Management, Inc.
Phase 1 Score
45
50.67
Phase 2 Score
22.27
25
TOTAL
67.27
75.67
The receipt of only two proposals to this RFP came as no surprise, because there are
very few firms specializing in the provision of crossing guard services, especially to
government agencies. The City has had great success in dealing with All City
Management Services, Inc., in the past, which leads to a great deal of confidence that
this business relationship can continue to succeed going forward. It is important to note
that All City Management Services, Inc., was also the selected contractor for crossing
guard services following RFP's facilitated by the cities of Tustin and Livermore;
Service Agreement with All City Management Services, Inc., for Crossing Guard
Services
June 12, 2012
Page 3
however, the City decided that it would be a practice of due diligence to issue its own
RFP for these services rather than simply making use of those cooperative contracts.
The evaluation panel recommends that the City enter into an agreement for crossing
guard services with All City Management Services, Inc.
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).
Submitted by:
Attachment: A. Service Agreement between the City of Newport Beach and All City
Management Services, Inc.
ATTACHMENT A
SERVICE AGREEMENT
WITH ALL CITY MANAGEMENT SERVICES FOR
CROSSING GUARD SERVICES
THIS SERVICE AGREEMENT ( "Agreement ") is made and entered into as of this
day of May, 2012 ( "Effective Date') by and between the CITY OF NEWPORT
BEACH, a California Municipal Corporation ( "City "), and ALL CITY MANAGEMENT
SERVICES, a California corporation ( "Contractor'), whose address is 10440 Pioneer
Blvd., #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 Contractor to provide crossing guard services ( "Project ").
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
D. The principal member of Contractor for purposes of Project shall be Baron
Farwell
E. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the ( "Effective Date "), and shall
terminate on June 1, 2017 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
City and Contractor acknowledge that the above Recitals are true and correct
and are hereby incorporated by reference into this Agreement. Contractor shall
diligently perform all the services described in the Scope of Services attached hereto as
Exhibit A and incorporated herein by reference ( "Services" or "Work "). The 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 Contractor 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 Contractor 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.
3.1.1 Notwithstanding the foregoing, Contractor shall not be responsible
for delays due to causes beyond Contractors 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) days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.2 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator (as defined in Section 6 below) 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 Contractors control.
3.3 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand - delivery or mail.
4.1 City shall pay Contractor for the Services on a time and expense not -to-
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates or Progress Payments Schedule attached hereto as Exhibit B and
incorporated herein by reference. Contractor's compensation for all Work performed in
accordance with this Agreement, including all reimbursable items and subcontractor
fees, shall not exceed Five - Hundred Thousand Dollars and .001100 ($500,000.00)
without prior written authorization from City. No billing rate changes shall be made
during the term of this Agreement without the prior written approval of City.
4.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractors 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 Contractor no later than
thirty (30) days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Contractor 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 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
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5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Baron Farwell to be its
Project Manager. Contractor shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Police Department. Spencer Arnold ,
Traffic Division Police Sergeant, or his /her designee, shall be the Project Administrator
and shall have the authority to act for City under this Agreement. The Project
Administrator or his /her designee shall represent City in all matters pertaining to the
Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, one (1) copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Contractor's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest industry standards.
For purposes of this Agreement, the phrase "highest industry standards' shall mean
those standards of practice recognized by one (1) or more first -class firms performing
similar work under similar circumstances.
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City, nor have any contractual relationship with City. By
delivery of completed Work, Contractor certifies that the Work conforms to the
requirements of this Agreement and all applicable federal, state and local laws and the
highest industry standard.
8.3 Contractor represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
All City Management Services Page 3
legally required of Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reasori of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely information or
to approve or disapprove Contractors 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, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents 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, attorney's
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 Contractor's presence or activities conducted on
the Project (including the negligent and /or willful acts, errors and /or omissions of
Contractor, its principals, officers, agents, employees, vendors, suppliers, 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 Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's 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 the
Contractor.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Contractor, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Contractor or any of Contractors employees or agents, to be the agents or employees
of City. Contractor shall have the responsibility for and control over the means of
performing the Work, provided that Contractor is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Contractor as to the details of the performance of the Work or to exercise a measure of
All City Management Services Page 4
control over Contractor shall mean only that Contractor shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator and /or his /her
duly authorized designee 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
14.1 Without limiting Contractor's indemnification of City, and prior to
commencement of Work, Contractor shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and
amounts described below and in a form satisfactory to City. The cost of such insurance
shall be included in Contractor's bid.
14.2 Coverage and Limit Requirements.
14.2.1 Workers' Compensation. Contractor shall maintain Workers'
Compensation Insurance providing statutory benefits and employer's liability insurance
with limits of at least one million dollars ($1,000,000) each type for Contractor's
employees in accordance with the laws of the State of California, Section 3700 of the
Labor Code. In addition, Contractor shall require each subcontractor to similarly
maintain Workers' Compensation Insurance and Employer's Liability Insurance in
accordance with the laws of the State of California, Section 3700 for all of the
subcontractor's employees. The insurer issuing the Workers' Compensation insurance
shall amend its policy by endorsement to waive all rights of subrogation against City, its
elected or appointed officers, agents, officials, employees and volunteers. Contractor
shall submit to City, along with the required certificate of insurance, a copy of such
waiver of subrogation endorsement.
14.2.2 General Liability. Contractor shall maintain commercial general
liability insurance in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) General Aggregate and two million dollars
($2,000,000) Products and Completed Operations Aggregate for bodily injury, personal
All City Management Services Page 5
injury, and property damage, including without limitation, blanket contractual liability.
Coverage shall be at least as broad as that provided by Insurance Services Office form
CG 00 01. None of the policies required herein shall be in compliance with these
requirements if they include any limiting endorsement that has not been first submitted
to City and approved in writing.
14.2.3 Automobile Liability. Contractor shall maintain automobile
insurance covering bodily injury and property damage for all activities of the Contractor
arising out of or in connection with Work to be performed under this Agreement,
including coverage for any owned, hired, non -owned or rented vehicles, in an amount
not less than one million dollars ($1,000,000) combined single limit for each accident.
14.2.4 Builders Risk. For Agreements or Contracts with
Construction /Builders Risk property exposures, Contractor shall maintain Builders Risk
insurance or an installation floater as directed by City, covering damages to the Work
for "all risk" or special form causes of loss with limits equal to one hundred percent
(100 %) of the completed value of contract, with coverage to continue until final
acceptance of the Work by City. At the discretion of City, the requirement for such
coverage may include additional protection for Earthquake and /or Flood. City shall be
included as an insured on such policy, and Contractor shall provide the City with a copy
of the policy.
14.3 Other Insurance Provisions or Requirements.
14.3.1 Evidence of Insurance. Contractor shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and an additional
insured endorsement for general liability. Insurance certificates and endorsements
must be approved by City's Risk Manager prior to commencement of performance or
issuance of any permit. Current evidence of insurance shall be kept on file with City at
all times during the term of this Agreement. All of the executed documents referenced in
this Agreement must be returned within ten (10) working days after the date on the
"Notification of Award," so that the City may review and approve all insurance and bond
documentation. City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
14.3.2 General liability insurance provisions. Primary and excess or
umbrella liability policies are to contain, or be endorsed to contain, the following
provisions:
14.3.2.1 City, its elected or appointed officers, agents, officials,
employees, and volunteers are to be covered as additional insureds as respects: liability
arising out of activities performed by or on behalf of Contractor, including the insured's
general supervision of Contractor; products and completed operations of Contractor;
premises owned, occupied or used by Contractor. The coverage shall contain no
special limitations on the scope of protection afforded to City, its elected or appointed
officers, officials, employees, agents or volunteers. Contractor shall submit to City a
copy of the additional insured endorsement along with the required certificates of
insurance.
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14.3.2.2 Contractor's insurance coverage shall be primary
insurance and /or primary source of recovery as respects City, its elected or appointed
officers, agents, officials, employees and volunteers as respects to all claims, losses, or
liability arising directly or indirectly from the Contractors operations or services provided
to the City. Any insurance or self- insurance maintained by City, its officers, officials,
employees and volunteers shall be excess of the Contractor's insurance and shall not
contribute with it.
14.3.2.3 Contractor's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
14.4 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.
14.5 Notice of Cancellation. Contractor agrees to oblige its insurance broker
and insurers to provide to City with 30 days notice of cancellation (except for
nonpayment for which 10 days notice is required) or nonrenewal of coverage for each
required coverage except for builder's risk insurance. The builder's risk policy will
contain or be endorsed to contain a provision providing for 30 days written notice to City
of cancellation or nonrenewal, except for nonpayment for which 10 days notice is
required.
14.6 Self- Insured Retentions. Contractor agrees not to self- insure or to use any
self- insured retentions on any portion of the insurance required herein and further
agrees that it will not allow any indemnifying party to self- insure its obligations to City. If
contractor's existing coverage includes a self- insured retention, the self- insured
retention must be declared to City. City may review options with the contractor, which
may include reduction or elimination of the self- insured retention, substitution of other
coverage, or other solutions. Contractor agrees to be responsible for payment of any
deductibles on their policies.
14.7 Timely Notice of Claims. Contractor shall give City prompt and timely
notice of any claim made or suit instituted arising out of or resulting from Contractor's
performance under this agreement.
14.8 Waiver. All insurance coverage maintained or procured pursuant to this
agreement shall be endorsed to waive subrogation against City, its elected or appointed
officers, agents, officials, employees and volunteers, or shall specifically allow
Contractor or others providing insurance evidence in compliance with these
requirements to waive their right of recovery prior to a loss. Contractor hereby waives its
own right of recovery against City, and shall require similar written express waivers and
insurance clauses from each of its subcontractors.
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14.9 Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of the City to inform Contractor of
non - compliance with any requirement imposes no additional obligations on the City nor
does it waive any rights hereunder.
14.10 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.
14.11 City's Remedies. City shall have the right to order the Contractor to stop
Work under this Agreement and /or withhold any payment(s) that become due to
Contractor hereunder until Contractor demonstrates compliance with the requirements
of this article. In the alternative, City may purchase the required coverage and charge
Contractor the cost of the premiums or deduct the cost from Contractor's payments.
14.12 Coverage not Limited. All insurance coverage and limits provided by
contractor and available or applicable to this agreement are intended to apply to the full
extent of the policies. Nothing contained in this agreement or any other agreement
relating to the city or its operations limits the application of such insurance coverage.
14.13 Coverage Renewal. Contractor will renew the coverage required here
annually as long as Contractor continues to provide any Services under this or any
other contract or agreement with the City. Contractor shall provide proof that policies of
insurance required herein expiring during the term of this Agreement have been
renewed or replaced with other policies providing at least the same coverage. Proof that
such coverage has been ordered shall be submitted prior to expiration. A coverage
binder or letter from Contractor's insurance agent to this effect is acceptable. A
certificate of insurance and /or additional insured endorsement as required in these
specifications applicable to the renewing or new coverage must be provided to City
within five days of the expiration of the coverages.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Contractor, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Contractor is a
partnership or joint- venture or syndicate or cotenancy, which shall result in changing the
control of Contractor. Control means fifty percent (50 %) or more of the voting power, or
twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint -
venture.
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16. SUBCONTRACTING
The parties recognize that a substantial inducement to city for entering into this
agreement is the professional reputation, experience and competence of contractor.
Assignments of any or all rights, duties or obligations of the contractor under this
agreement will be permitted only with the express written consent of city. Contractor
shall not subcontract any portion of the work to be performed under this agreement
without the prior written authorization of city.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents "), prepared or caused to be prepared by
Contractor, 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 Contractor or any other party. Contractor shall, at Contractor's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Contractor
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
Contractor will be at City's sole risk and without liability to Contractor. Further, any and
all liability arising out of changes made to Contractor's deliverables under this
Agreement by City or persons other than Contractor is waived against Contractor and
City assumes full responsibility for such changes unless City has given Contractor prior
notice and has received from Contractor written consent for such changes.
18. COMPUTER DELIVERABLES
All written documents shall be transmitted to City in the City's latest adopted
version of Microsoft Word, Excel or portable digital format (.pdf).
19. 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.
20. INTELLECTUAL PROPERTY INDEMNITY
The Contractor 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 Contractor's Documents provided under this
Agreement.
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21. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Contractor under this Agreement. All such records and invoices shall be clearly
identifiable. Contractor shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Contractor shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Contractor under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his /her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and /or restoration expense shall be borne by
Contractor. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
25. CONFLICTS OF INTEREST
25.1 The Contractor 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.
25.2 If subject to the Act, Contractor 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. Contractor, shall indemnify and hold harmless
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City for any and all claims for damages resulting from Contractor's violation of this
Section.
26. NOTICES
26.1 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. All notices, demands, requests or
approvals from Contractor to City shall be addressed to City at:
Attn: Sgt. Spencer Arnold
Newport Beach Police Department
870 Santa Barbara Dr
Newport Beach, CA 92660
Phone: 949- 644 -3730
Fax: 949- 644 -3794
26.2 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attn: Baron Farwell
ALL CITY MANAGEMENT SERVICES
10440 Pioneer Blvd., #5 Santa Fe Springs, CA 90670
Phone: 310- 202 -8284
Fax: 310- 202 -8325
27. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Contractor shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Contractor's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Contractor in writing as unsettled at the time of its final request
for payment. The Contractor and the City expressly agree that in addition to any claims
filing requirements set forth in the Agreement, the Contractor shall be required to file
any claim the Contractor may have against the City in strict conformance with the Tort
Claims Act (Government Code sections 900 et seq.).
28. TERMINATION
28.1 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
All City Management Services Page 11
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.
28.2 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 thirty (30) calendar days prior written notice to Contractor. In the
event of termination under this Section, City shall pay Contractor for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Contractor has not been previously paid. On the effective date of termination,
Contractor 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.
29. STANDARD PROVISIONS
29.1 Compliance with all Laws. Contractor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
29.2 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 different character.
29.3 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.
29.4 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.
29.5 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.
29.6 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
29.7 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.
All City Management Services Page 12
29.8 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.
29.9 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
29.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
29.11 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 Page 13
IN WITNESS WHEREOF, the parties have caused this Agreement to be-
executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEYS OFFICE A California municipal corporation
Date: y/ll h ;1 - Date:
By: By:;
Aaro . Harp Nancy Gardner
City Attorney to \�� Mayor
ATTEST: CONTRACTOR: ALL CITY
Date: MANAGEMENT SERVICES, a California
Corporation
Date:
By:
Leilani I. Brown. Baron Farwell
City Clerk President
Date:
Demetra Farwell
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates/ Progress. Payment Schedule
AII'City Management.Services Page 14
EXHIBIT A: SCOPE OF SERVICES
1. Scope of Services: Contractor Responsibilities /Provisions
1.1 The contractor shall render a full- service program to provide adult crossing
guards for the city. The contractor shall administer and. coordinate the program.
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 consultant 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 program manager as required to ensure
competent and efficient management of the crossing guard program.
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. Scope of Services: 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;
A -1 Page
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;
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. Scope of Services: Minimum Standards for Crossing Guards
3.1 The following shall be the minimum qualifications 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.
A -21 Page
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
program shall include:
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. Scope of Services: Listing of Current Crossing Guard Locations
The following is a listing of all the current crossing guard locations in the City. The
selected contractor shall be required to post crossing guards at each of the following
locations during the times specified.
= - o
Current Crossing Guard Locations
Crossing
School
Intersection
Mon
Tue
Wed
Thu
Fri
Guard
No.
1
Corona del
Eastbluff Dr.
07:15 -
07:15 -
07:15 -
07:15 -08:05
07:15 -
mar High
/ Alba St.
08:05
08:05
08:05
02:45 -03:30
08:05
SCh001
02:45 -
02:45 -
02:45 -
02:45 -
03:30
03:30
03:30
03:30
2
Eastbluff
Eastbluff Dr.
08:00 -
08:00 -
08:00 -
08:00 -08:45
08:00 -
Elementary
/ Bixia St.
08:45
08:45
09:00
03:00 -03:45
08:45
03:00 -
03:00 -
01:30 -
03:00 -
03:45
03:45
02:10
03:45
3
Mariners
Dover/
08:00 -
08:00 -
08:00 -
08:00 -08:45
08:00 -
'
Elementary
Mariners
08:45
08:45
08:45
02:55- 03:40
08:45
02:55 -
02:55 -
01:55 -
02:55 -
03:40
03:40
02:40
03:40
4
Mariners
Mariners/
08:00 -
08:00 -
08:00 -
08:00 -08:49
08:00 -
Elementary
Pembroke
08:45
08:45
08:45
02:55 - 03:40
08:45
02:45 -
01:45 -
01:55 -
02:55 -
03:30
02:30
03:40
03:40
5
Newport
W. Balboa/
07:30 -
07:30 -
07:30 -
07:30 -08:15
07:30 -
Elementary
[n
14 St.
08:15
08:15
08:15
02:20 -03:05
08:15
02:20 -
02:20 -
12:45 -
02:20 -
03:05
03:05
01:30
03:05
6
Newport
W. Balboa /
07:30 -
07:30 -
07:30 -
07:30 -08:15
07:30 -
'
Elementary
1n
13 St.
08:15
08:15
08:15
02:20 - 03:05
08:15
02:20 -
02:20 -
12:45 -
02:20 -
03:05
03:05
01:30
03:05
7
Newport
Newport
08:00 -
08:00 -
08:00 -
08:00 -08:45
08:00 -
Coast
Coast/Ridge
08:45
08:45
08:45
02:10 -02:40
08:45
Elementary
Park Rd.
02:10 -
02:10 -
01:05 -
03:00 - 03:30
02:10 -
Y
02:40
02:40
01:45
02:40
03:00 -
03:00 -
02:00 -
03:00 -
03:30
03:30
02:30
03:30
S
Newport
Newport
08:00 -
08:00 -
08:00 -
08:00 -08:45
08:00 -
Coast
Coast/Ridge
08:45
08:45
08:45
02:10 -02:40
08:45
02:10 -
02:10 -
0105 -
03:00 -03:30
02:10 -
Elementary
Y
Park Rd,
02:40
02:40
01:45
02:40
03:00 -
03:00 -
02:00 -
03:00 -
03:30
03:30
02:30
03:30
9
Newport
1510 St. /
07:30 - -
07:30 -
07:30 -
07:30 - 08:15
07:30
Heights
Redlands
08:15
08:15
08:15
02:35 -03:20
08:15
02:35 -
02:35 -
01:10 -
02:35
Elementar Y
03:20
03:20
01:50
03:20
I
10
Our Lady
EastbluffDr.
07:20 -
07:20 -
07:20 -
07 :20 -08:05
07:20
Queen
/Mar Vista
08:05
08:05
08:05
02:15 -03:00
08:05
02:15 -
02:15 -
02:15 -
11:45
03:00
03:00
03:00
1230
A -4I Page
EXHIBIT B: PROPOSAL OFFER FORM
Proposed Hourly Rate for Crossing
Guard Services, as Indicated in the $14.25 per hour
Scope of Services (Attachment A)
- B -1 Page