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HomeMy WebLinkAbout19. Intro Ord and Approving School Crossing Guard Services AgrmtRem 11140. • OFFICE OF BY: CARL D. CHARLES, CHIEF OF • That the City Council introduce: i'r; . • • i • ...• : • �, • , 61:4 ZAVA •,. . • WIND Since 1989, the City of Downey has contracted with All -City Management Services, Inc. for Crossing Guard Services. The cities of Bell Gardens, Bellflower, Compton, Cudahy, Huntington Park, Lynwood, Norwalk, Paramount, South Gate and Whittier also contract with All -City Management Services, Inc. In addition, the unincorporated Los Angeles County areas through the Los Angeles County Office of Education also contract with All -City Management Services, Inc. B • j, The current Agreement between the City of Downey and All -City Management Services, Inc. for Crossing Guard Services will expire June 30, 2018. Since the City has contracted its Crossing Guard Services solely from All -City Management Services, Inc. for more than 25 consecutive years, a Request for Proposals (RFP) was recently completed and disseminated. In response, staff received three proposals from; Alltech Protective Services LG, American Guard Services and All -City Management Services, Inc. Upon review of the proposals, which included review of qualifications, fees and references, staff recommends the continued use of All -City Management Services, Inc. Alltech Protective Services LG, was not considered due to the fact they did not meet the minimum requirements of the RFP which required a minimum of three years' experience providing Crossing Guard Services. American Guard Services met the requirements of the RFP; however, their cost proposal was higher than All -City Management Services, Inc. In addition, two of the three American Guard Services' references provided negative feedback. All -City Management Services has demonstrated the ability to provide professional and comprehensive Crossing Guard Services at the lowest cost. All -City Management Services, who exclusively provides Crossing Guard Services, has proven to have the ability to provide professional and reliable staff for Crossing Guard Services. The proposed agreement will SCHOOL CROSSING GUARD SERVICES AGREEMENT JUNE 26, 2018 PAGE 2 provide staffing for 16 designated locations within the City. They currently serve several municipalities in the Southern California area and have an excellent reputation. It is recommended that the City Council introduce the Ordinance to approve the attached Professional Services Agreement for Crossing Guard Services for a 5 -year term expiring August 9, 2023. All -City Management Services is proposing to provide Crossing Guard Services as specified in the request for proposal and pursuant to this Agreement not to exceed the following annual costs: Agreement year one (1): $171,057 Agreement year two (2): $185,829 Agreement year three (3) $201,111 Agreement year four (4) $216,393 Agreement year five (5) $220,773 The increases are based on State of California mandated increases in minimum wage which include associated overhead of employer payroll taxes, unemployment, workers compensation fees, general liability insurance and projected inflationary factors. The annual cost of $171,057 for the first year of the Agreement will be funded by account 10-4-2170-0700. Agreement years two through five will be budgeted in the following years accordingly. ATTACHMENTS Attachment A Ordinance Attachment B Professional Services Agreement K i i • FRI 0 ffit1CjNffi*11 1:4 0 1 MA I I NO 4 Rai I Wd Wir-3 01 Wej:4 Ji %40 1 I&M-4ZO WHEREAS, on December 2, 2013, the City entered into an agreement with All -City Management Services for crossing guard services for a five year term ending June 30, 2018 and said agreement included an option to extend the agreement for an additional five years at the City's sole discretion; and WHEREAS, the agreement is set to expire June 30, 2018 and in order to ensure the continuation of professional crossing guard services and price stability into the future the City desires to enter into an the agreement for an additional five years expiring August 9, 2023; and WHEREAS, the City is willing to approve the term of the agreement for five years expiring August 9, 2023; and WHEREAS, in accordance with Section 518 of the City Charter, the adoption of this ordinance is necessary for the approval of the Agreement with All -City Management Services, attached hereto as Exhibit"A", given that the term of the agreement will be for a period exceeding ten years and because the agreement is, in effect, an extension of the previous agreement with the All -City Management Services. NOW, •`,, THE CITY COUNCILOF OF DOWNEY DOES ORDAIN AS FOLLOWS: SECTION 1. Based on the recitals which are incorporated by reference herein, the City Council hereby approves the Agreement with All -City Management Services which is attached hereto as Exhibit "A" and authorizes the Mayor to execute the agreement on behalf of the City in a form approved by the City Attorney. APPROVED AND ADOPTED this 26th day of June� 201 & SEAN ASHTON, Mayor ATTEST, I LTA .- FIJI 8111AI- I =Q LTA LWofi_ STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES) ss CITY OF DOWNEY ) I HEREBY CERTIFY that the foregoing Ordinance No. 18- was introduced at a regular meeting of the City Council of the City of Downey held on the 26th day of ;dune 2018, and adopted at a regular meeting of the City Council of the City of Downey held on the 281h day of June, 2018, by the following vote, to wit: AYES: Council Members: NOES: Council Member: ABSENT: Council Member: ABSTAIN:; Council Member: FURTHER CERTIFY that a Summary of the foregoing Ordinance No. 18- 1 was published in the Downey Patriot, a newspaper of general circulation in the City of Downey, on 2018 (after introduction), and on , 2018 (after adoption, including the vote thereon). It was also posted in the regular posting places in the City of Downey on the same dates. MARIA ALICIA DUARTE, CMC, City Clerk CITY OF DOWNEY PROFESSIONAL WITH ALL -CITY MANAGEMENT SERVICES, IN FOR • GUARD SERVICES I 1. PARTIES AND io th This Agreement .•- . • entered s • day of - 201: by an between the City of Downey, a California municipal corporation and charter city with its principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City") • A' • .California• •• • principal place of business at 10440 Pioneer Boulevard, Suite - Springs,. 90670 • • City • Contractorare sometimes individually- - -• to and collectively 2. RECITALS. Contractor desires to perform and assume responsibility for the provision of certain professiona crossing guard - - -•, -• I•y ty on - terms an•con•t •, set ort in this Agreement. Contractor represents that it has demonstrated competence and experience in providing crossing guard services to public clients, is licensed in the State of California, • is familiar with the plans of City desires to engage • • to render professional crossing• • services ("Services") as set forth in this Agreement. 3. TERMS. Scope3.1 ontractor promises an• agrees • federalfurnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform the Services. The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference, Services shall be subject to, and performed in accordance with, this Agreement, the exhibits] attached hereto and incorporated herein by reference, and all applicable local, state and - and regulations, 3.1.2 Term. The term of this Agreement` shall be from August 9, 2018 to August 9, 2023, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The term of this Agreement may be extended up to an additional five year period by written amendment to this Agreement signed by the City Manager and the Contractor. 3.2.1 Control and Payment of Subordinates Inde endent Contractor: The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CaIPERS) to be eligible for enrollment in CalPERS as an employee of City, Contractor shall indemnify,_ defend, and hold harmless CITY for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached heretoandincorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City,. Contractor shall provide a more detailed schedule of anticipated performance to meet the Services. The parties acknowledge that the Services may be amended by mutual agreement due to changes in circumstances, including changes in the performance schedules of other third parties performing work for the City, which affect the timing of Contractor's performance of the Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 0 3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent,_a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property, shall be promptly removed by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Baron Farwell, General Manager for Contractor. 3.2.5 City's -Representative. The City hereby designates Chief Carl Charles, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Contractor's Representative. Contractor hereby designates Baron Farwell, or his or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff at all reasonable times. 3.2.8 Standard of Care; Performance of Em to ees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains thatitis skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub -Contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Services by the Contractor and shall not be re-employed to perform any of the Services under this Agreement. 3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at the time the Services are performed by Contractor and in any manner affecting the performance ofthe Services, including all applicable Cal/OSHA requirements, and shall give all notices required by Jaw. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Contractor's violation of such laws, rules and regulations shall also constitute a material breach of this Agreement. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Contractor shall not commence the Services under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience with insurer, coverage or other special circumstances. 3.2.10.2 Minimum Reguirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. (1) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2)Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if Contractor owns no autos, Code 8 (hired) and 9 (non - El owned); and (3) Workers' Compensation: Workers' Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) Commercial General Liability (CGL): No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation: Workers' Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer's Liability: Employer's Liability limits of no less than $2,000,000 per accident for bodily injury or disease. Employer's Liability coverage may be waived by the City if City receives written verification that Contractor has no employees. If the Contractor maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 3.2.10.3 Reserved 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies: (A) Additional Insured Status. The Commercial General Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the Services performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such Services; and (2) the insurance coverage shall be primary insuranceasrespects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Contractor's insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used). (B) Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5 (C) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Primary Coverage. For any claims related to this Agreement, the Contractor's insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. 3.2.10.6 Separation oflnsureds�No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers. 3.2.10.7 Deductibles and Self -Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. City may require Contractor to provide proof of ability to pay losses and related investigations, claim administration and defense expenses and costs within the retention. The policy language shall provide or be endorsed to provide that the self-insured retention may be satisfied by either the named insured or City. 3.2.10.8 Acceptabilily of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII, authorized to do business in California, and satisfactory to the City. 3.2.10.9 Verification of Coverage. Contractor shall furnish City with original certificates of insurance, including all required amendatory endorsements (or copies of the applicable policy language effective coverage required by this provision) and a copy of the Declarations and Endorsement Page of the Commercial General Liability policy listing all policy endorsements to the City before the commencement of work under this Agreement. However, failure to obtain the required documents prior to the commencement of work under this Agreement shall not waive the Contractor's obligation to provide them to the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time. 3.2.10.10 Claims -Made Policies. if any of the policies provide coverage on a claims -made basis: (A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; (B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement; (C) If coverage is canceled, non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Contractor must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed one hundred seventy-one thousand, fifty-seven dollars ($171,057) for year one (1) of the Agreement; one hundred eighty-five thousand, eight hundred twenty-nine dollars ($185,829) for year two (2) of the Agreement; two hundred and one thousand, one hundred eleven dollars ($201,111) for year three (3) of the Agreement; two hundred sixteen thousand, three hundred ninety-three dollars ($216,393) for year four (4) of the Agreement; and two hundred twenty thousand, seven hundred seventy-three dollars ($220,773) for year five (5) of the Agreement, without written approval of the City. Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Contractor shall submit to Downey Police Department a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor for each location/site. The statement shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon. M 3.3.3 Reimbursement for expenses`. Contractorshall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work.- At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Services, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager. 3.3.5 Reserved. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. 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 under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time either for cause or for the City's convenience and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. Contractor may only terminate this Agreement for cause upon giving the City not less than thirty (30) calendar days' written notice. Upon' termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. The City shall, within fifteen (15) calendar days following termination, pay the Contractor for all services adequately rendered and all reimbursable costs incurred by Contractor up to the date of termination, in accordance with the payment provisions of this Agreement. The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein: • Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; s Assignment of this Agreement or transfer of the Services by either party to any other entity without the prior written consent of the other party; Suspension of the Contractor's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Services, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such Documents and Data and other information within fifteen (15) days of the City's request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery, of Notices All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: W All -City Management Services, Inc. 10440 Pioneer Boulevard, Suite #5 Santa Fe Springs, California 90670 Phone: (310) 202-8284 Fax: (310) 202-8325 Attn: Baron Farwell, General Manager City` City of Downey 11111 Brookshire Avenue Downey, California 90241 Phone: (562) 904-7286 Fax: (562) 923-6388 Attn: City Manager 9 With a courtesy copy to: City of Downey City Attorney's Office 11111 Brookshire Avenue Downey, California 90241 Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3.1 Documents & Data;,,Licensing, of Intel lectual,Propqrty. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted'a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential_ by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. m 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as maybe necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party all reasonable costs incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation. 3.5.6 Indemnification. 3.5.6.1 General Indemnification. Except as provided in subdivision 3.5.6.2 below which is applicable to "design professionals" only, Contractor shall defend (with counsel acceptable to City), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death (each a "Claim"), in any manner arising out of or incident to any alleged negligent acts, errors, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out of or in connection with the performance of the Services or this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, and agents or volunteers. Contractor shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City's own negligent acts, errors or omissions or willful misconduct Furthermore, in the event that a court determines that liability for any Claim was caused or contributed to by the negligent act, error, omission or the willful misconduct of City, liability will be apportioned between Contractor and City with regard to such Claim based upon the parties' respective degrees of culpability,_ as determined by the court, and Contractor's duty to indemnify City with respect to satisfaction of the judgment only (but not to costs of defense previously incurred by Contractor) will be limited accordingly. 3.5.6.2 Desi n Professionals. The provisions of this subdivision 3.5.6.2 shall apply only in the event that Contractor is a "design professional" within the meaning of California Civil Code section 2782.8(c). If Contractor is a "design professional" within the ii meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to the fullest extent permitted bylaw (including, without limitation, Civil Code sections 2782 and 2782.6), Contractor shall defend (with legal counsel reasonably acceptable to City), indemnify and hold harmless City and City's officers, officials, employees, volunteers and agents from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Contractor, any subContractor, subcontractor or any other person directly or indirectly employed by them, or any person that any of them control, arising out of Contractor's performance of any task or service for or on behalf of City under this Agreement. Such obligations to defend, hold harmless and indemnify City or any City officers, officials, employees or volunteers shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of City or such City officers, officials, employees, volunteers and agents. Contractor's cost to defend City and/or City's officers, officials, employees or volunteers against any such Claim shall not exceed Contractor's proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Contractor shall meet and confer with City (and, if applicable, other parties) regarding any unpaid defense costs. To the extent Contractor has a duty to indemnify City or any City officers, officials, employees, volunteers and/or agents under this subdivision 3.5.6.2, Contractor shall be responsible for all incidental and consequential damages resulting directly or indirectly, in whole or in part, from Contractor's negligence, recklessness or willful misconduct. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 Cit 's Right to Em to Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Neither party shall assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other party. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. IN 3.5.13 Construction, References; Capbons. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties: 3.5.17 Invalidity, Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 E ual Opportunity Employment'. Contractor represents that itis 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 or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant Fac provisions of any City Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement, "Contractor has all requisite power and authority to conduct its business and to execute,_ deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counter arts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument. 3.5.23 Effect of Conflict. In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control. 3.6 Subcontractind 3.6.1 Prior Approval Required; Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Contractor shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. Contractor shall ensure that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. E CITY OF DOWNEY, and charter city By: Sean Ashton, Mayor ILTAIM Im., OR 111 m-R&LOWCUK61 07030m��� k_-1-- A1j.AbicW- Qarcia—CAm.A&=ev • FVPPI ri ns T1 By: Baron Farwell Its: General Manager PUMMInifflamIm- IM691 viomommm0sum 15 EXHIBIT "A" The Contractor shall provide personnel properly trained as herein specified for the performance of duties of Crossing Guards. In the performance of their duties, the Contractor and employees of the Contractor shall conduct themselves in accordance with the conditions of this Agreement, the laws and codes of the State of California and the City of Downey, and the California Highway Patrol Instruction School for Crossing Guards. The Contractor shall train, schedule, provide, and supervise personnel in accordance with the contract and the rules and regulations of the City of Downey. Crossing guards shall perform their duties as trained and within the City's rules for such guards. Persons provided by the Contractor as Crossing Guards shall be trained by the Contractor. Such training shall include laws and codes of the State of California and the City of Downey pertaining to general pedestrian safety and school crossing areas. Training shall also include general traffic safety and procedure for pedestrians, motorists, and the Crossing Guard themselves in school crossing areas in accordance with the California Highway Patrol Instruction for School Crossing Guards. The Contractor shall provide all Crossing Guards with apparel by which they are readily visible and easily recognized as Crossing Guards. Such apparel shall be uniform for all persons performing the duties of Crossing Guards and shall be worn at all times while performing said duties._ This apparel must be appropriate for weather conditions. The Contractor shall also provide all Crossing Guards with hand held stop signs and any other safety equipment which may be necessary. Apparel and equipment shall be pre -approved by the Chief of Police or his designee. Crossing Guard Services as set forth in the Agreement shall be provided by the Contractor at the following designated locations and times on all days on which the Downey Unified School District schools are in session: Florence Avenue at Woodruff Avenue (SW/N/SW) a. Doty Mid b. Rio San Gabriel Elem Monday - 7:15 a.m. - 8:15 a.m. / 2:00 p.m. = 3:30 p.m. Tuesday- 7:15 a.m. - 8:15 a.m. / 1:15 p.m. -3:15 p.m. Wednesday - 7:15 a.m. - 8:15 a.m. /12:30 p.m. - 1:30 p.m. / 2:05 - 3:05 p.m.> Thursday - 7:15 a.m. - 8:15 a.m. / 2:00 p.m. - 3:30 p.m. Friday - 7:15 a.m. 8:15 a.m. / 2:00 p.m. - 3:30 p.m. 2. Woodruff Avenue at Via Amorita (SE, AM) (W, PM) a. Doty Mid b. Rio San Gabriel Elem Monday - 7:15 a.m. - 8`15 a.m. / 2:00 p.m. -3:30 p.m,; Tuesday 7:15 a.m. - 8:15 a.m. / 1:15 p.m. - 3:15 p. m.; 16 Wednesday - 7:15 a.m. - 8:15 a.m. / 12:30 p.m. = 1:30 p.m. / 2:05 - 3:05 p.m� Thursday - 7:15 a.m. - 8:15 a.m. / 2:00 p.m. - 3:30 p.m. Friday - 7:15 a.m. 8:15 a.m. /2:00 p.m. -3:30 p.m. 3. Brookshire Avenue at Gallatin Road (SW) a. Gallatin Elem Monday - 7:55 a.m. - 8:55 a.m. / 2:30 p.m. - 4:00 p.m. Tuesday- 7:55 a.m. - 8:55 a.m.-/ 1:45 p.m. - 2:45 p.m. Wednesday- 7:55 a.m. - 8:55 a.m. / 2:30 p.m - 4:00 p.m. Thursday - 7:55 a.m. - 8:55 a.m. /2:30 p.m - 4:00 p.m. Friday - 7:55 a.m. = 8:55 a.m.; / 2:30 p.m. - 4:00 p.m., 4. Dunrobin Avenue at Spry Street (SE) a. Gauldin Elem Monday- 7:55 a.m. - 8:55 a.m. / 2:30 p.m. - 4:00 p,ma Tuesday- 7:55 a.m. - 8:55 a.m / 2:30 p.m. - 4:00 p.m. Wednesday - 7:55 a.m. - 8:55 a.m. / 1:45 p.m; - 2:45 p. m, Thursday - 7:55 a.m. - 8:55 a.m. / 2:30 p.m. - 4:00 p.m. Friday - 7:55 a.m. - 8:55 a.m. / 2:30 p.m - 4:00 p.m, 5. Imperial Highway at La Reina Street (Front of School) (S am/ N pm) a. Imperial Elem Monday- 7:55 a.m. - 8:55 a.m. / 2`30 p.m. -3:30 p.m. Tuesday- 7:55 a.m. - 8:55 a.m. / 2:30 p.m. - 3:30 p.m. Wednesday= 7:55 a.m. - 8:55 a.m. / 1:15 p.m. - 2:15 p.m. Thursday - 7:55 a.m. 8:55 a.m. / 2:30 p.m. - 3:30 p.m. Friday - 7:55 a.m. - 8:55 a.m. / 2:30 p.m. - 3:30 p.m. 6. Imperial Highway at Paramount Avenue (NE) a. Imperial Elem Monday- 7:55 a.m. - 8:55 a.m. / 2:30 p.m. - 3:30 p.m.,, Tuesday- 7:55 a.m. - 8:55 a.m. / 2:30 p.m. - 3:30 p. m. Wednesday - 7:55 a.m. - 8:55 a.m. / 1:15 p.m.- 2:15 p.m. Thursday - 7:55 a.m. - 8:55 a.m. / 2:30 p.m. - 3:30 p.m, Friday - 7:55 a.m. - 8:55 a.m. / 2:30p.m.-- 3:30 p.m: 7. Laura Street at Old River School Road (NE) a. Old River Elem b. West Middle Monday - 7:15 a.m. - 8:30 a.m. / 2:20 p.m. - 3:50 p.m. Tuesday- 7:15 a.m. - 8:30 a.m. / 2:20 p.m. - 3:50 p.m._ Wednesday= 7:15 a.m. - 8:30 a.m. / 12:40 p.m. 1:40 p.m. / 2:40 = 3:40 p.m. Thursday - 7:15 a.m. - 8:30 a.m. /2:20 p.m. -3:50 p.m. Friday - 7:15 a.m. - 8:30 a.m.;/ 1:30 p.m. - 3:15 p.m. 8. Cherokee Drive at Downey Avenue (Either Side) a. Our Lady of Perpetual Help Elem b. St. Marks Elem Monday - 7`30 a.m. - 8:45 a.m. / 2:15 p.m. = 4:00 p.m. M Tuesday- 7:30 a.m. - 8:45 a.m. / 2:15 p.m. - 4:00 p.m. Wednesday - 7:30 a.m. - 8:45 a.m. /2:15 p.m. - 4:00 p.m. Thursday - 7:30 a.m. - 8:45 a.m. /2:15 p.m. - 4:00 p.m. Friday - 7:30 a.m. - 8:45 a.m. / 12:15 p.m. - 1:30 p.m. / 2:15 = 4:00 p.m. 9. Suva Street at Tweedy Lane (SW) a. Price Elem b. Griffiths Mid Monday- 7:15 a.m. - 8:30 a.m. / 2:00 p.m. - 3:30 p.m. Tuesday- 7:15 a.m. - 8:30 a.m. /2:00 p.m. - 3:30 p.m. Wednesday - 7:15 a.m. - 8:30 a.m.: / 12:45 p.m. - 2:45 p.m Thursday - 7:15 a.m. - 8:30 a.m. / 2:00 p.m. - 3:30 p.m. Friday - 7:15 a.m. - 8:30 a.m.:/ 2:00 p.m.-- 3:30 p.m. 10. Seventh Street/Muller/Rives Avenue (NE) a. Rio Hondo Elem Monday 8:00 a.m. - 9:00 a.m. / 2:30 p.m. - 4:00 p.m. Tuesday 8:00 a.m. - 9:00 a.m. / 2:30 p.m. 4:00 p.m. Wednesday= 8:00 a.m. - 9:00 a.m. / 1:45 p.m. - 2:45 p.m. Thursday - 8:00 a.m. - 9:00 a.m /2:30p.m - 4:00 p.m. Friday - 8:00 a.m. - 9:00 a.m. /2:30 p.m,. 4:00 p.m. 11. Adwen/ Old River School Rd (NE) a. Shauffer Mid b. Old River Elem — Williams Elem Monday- 7:15 a.m. - 8:30 a.m. / 2:15 p.m. - 3:30 p.m. Tuesday- 7:15 a.m. - 8:30 a.m. / 2`15 p.m. - 3:30 p.m. Wednesday = 7:15 a.m. - 8:30 a.m.; / 12:45 p.m. - 1:45 p.m. /`2:15 - 3:30 p.m. Thursday - 7:15 a.m. - 8:30 a.m. / 1:00 p.m. - 3:30 p.m. Friday - 7:15 a.m. - 8:30 a.m. / 1:30 p.m. - 3:30 p.m. 12. Rives/ Stewart & Gray Rd (NW am/SW pm) a. Shauffer Mid b. Old River Elem - Williams Elem Monday- 7:15 a.m. - 8:30 a.m. / 2:15 p.m. - 3:30 p.m. Tuesday- 7:15 a.m. - 8:30 a.m. / 2:15 p.m. - 3:30 p.m. Wednesday- 7:15 a.m. - 8:30 a.m. / 12:45 pm — 1:45 pm/ 2:15 - 3:30 p.m. Thursday - 7:15 a.m. - 8:30 a.m.;/ 1:00 p.m. - 3:30 p.m. Friday - 7:15 a.m. - 8:30 a.m. / 1:30 p.m.-- 3:30 p.m. 13. Rives/ Adwen (E) a. Shauffer Mid b. Old River Elem Williams Elem Monday - 7:15 a.m. - 8:30 a.m.:/ 2`15 p.m. - 3:30 p.m. Tuesday- 7:15 a.m. - 8:30 a.m. / 2:15 p.m. - 3:30 p.m. Wednesday - 7:15 a.m. - 8:30 a.m. /12:45 pm 1:45 pm/ 2`15 - 3:30 p.m: Thursday - 7:15 a.m. - 8:30 a.m. / 1:00 p.m. - 3:30 p.m. Friday - 7:15 a.m. - 8:30 a.m / 1:30 p.m. - 3:30 p.m. 18 14. Alameda Street at Patton Rd. (NE) a. Sussman (Edward A) Mid b. Alameda Elem Monday- Tuesday- Wednesday onday- Tuesday- Wednesday Thursday - Friday - 15. Barlin/Adoree (SE) a. Ward Elem Monday- Tuesday- Wednesday onday- Tuesday- Wednesday - Thursday - Friday - 7:30 a.m. - 8:30 a.m. -/ 2:00 p.m. - 3:30 p.m. 7:30 a.m. - 8:30 a.m.,/2:00 p.m.- 3:30 p.m. 7:30 a.m. - 8:30 a.m. / 12:30 p.m. - 1:30 p.m. / 2:00 - 3:00 p.m., 7:30 a.m. - 8:30 a.m. / 2:00 p.m. - 3:30 p.m. 7:30 a.m. - 8:30 a.m. / 1:00 p.m. - 3:30 p.m. 7:30 a.m. - 8:30 a.m. / 2:00 p.m. - 3:00 p.m. 7:30 a.m. - 8:30 a.m. / 2:00 p.m. - 3:00 p.m. 7:30 a.m. - 8:30 a.m. / 2:00 p.m. - 3:00 p.m, 7:30 a.m. -8:30 a.m. / 1:30 p.m. - 2:30 p.m, 7:30 a.m. - 8:30 a.m. / 2:00 p.m. - 3:00 p.m. 16. Barlin/Gardendale (SE) a. Ward Elem Monday - 7:30 a.m.. - 8:30 a.m. / 2:00 p.m. -3:00 p.m. Tuesday- 7`30 a.m = 8:30 a.m. / 2:00 p.m. - 3:00 p.m,, Wednesday - 7:30 a.m. - 8:30 a.m. / 2:00 p.m. - 3:00 p.m. Thursday - 7:30 a.m. - 8:30 a.m. / 1:30 p.m. - 2:30 p.m. Friday - 7:30 a.m. - 8:30 a.m. / 2:00 p.m. - 3:00 p.m. 19 The City shall pay the Contractor the sum of Sixteen Dollars and Seventy-nine Cents ($16.79) per hour, per guard during the contract year one (1). The City shall pay for no more than 10,188 hours per fiscal year, which includes 2,736 bonus hours at the sum of $16.79 per hour to maintain compliance with California wage and hour laws for employees working split shifts. The total cost for services for the first year pursuant to this Agreement shall not exceed $171,057. City agrees to price increases as follows, which include associated overhead of employer payroll taxes, unemployment, workers compensation fees and general liability insurance and projected inflationary factors. Contract year 2: $18.24 Contract year 3: $19.74 Contract year 4: $21.24 Contract year 5: $21.67 Contractor has based price increases for years 2 - 5 on State of California mandated increases in Minimum Wage as follows: January 1, 2019: $12.00 per hour January 1, 2020: $13.00 per hour January 1, 2021: $14.00 per hour January 1, 2022: $15.00 per hour The total cost for services for years 2-5 pursuant to this Agreement shall not exceed the following amounts: Contract year two (2)' $185,829 Contract year three (3). $201,111 Contract year four (4): $216,393 Contract year five (5): $220,773 If the parties elect to extend this Agreement for an additional term, the parties shall determine the cost for services for the additional term and amend this Agreement as set forth in Section 3.1.2.