1995-162-Execute An Agreement With All City Management Services Inc., For Crossing Guard ServicesRESOLUTION 1995 -162
RESOLUTION OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE
AN AGREEMENT WITH ALL CITY MANAGEMENT
SERVICES INC., FOR CROSSING GUARD SERVICES
RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara,
State of California, that the Town enter into an agreement (attached hereto) with All City
Management Services Inc., for crossing guard services, and that the Town Manager is
authorized, and is hereby directed, to execute the agreement (attached hereto as exhibit A) in
the name and on behalf of the Town of Los Gatos.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los
Gatos, California, held on the 4th day of December, 1995 by the following vote:
COUNCIL MEMBERS:
AYES: Joanne Benjamin, Steven Blanton, Linda Lubeck, Patrick O'Laughlin
Mayor Randy Attaway
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR OF E TOWN O LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
c--,O k� L, ...
CLERK OF THE TOWN OF LOSGATOS
LOS GATOS, CALIFORNIA
TOWN CLERK
AGR:
IHH:
AGREEMENT BETWEEN TOWN OF LOS GA1'OS AND REC:_____�
ALL CITY MANAGEMENT SERVICES, INC. ®lp:
FOR CROSSING GUARD SERVICES
THIS AGREEMENT is entered into this day of 19_ by
and between the Town of Los Gatos, State of California, herein called the "Town ", and All
Management Services, Inc., a _(State where incorporated)_ corporation, herein called the
"Contractor ".
A. The Town desires to engage a contractor to provide Crossing Guard Services, because of
Contractor's experience and qualifications to perform the desired work.
B. The Contractor represents and affirms that it is qualified and willing to perform the desired
work pursuant to this Agreement.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
All City Management Services, Inc. shall provide School Crossing Guard Services for the
Town - All contract functions including recruitment, staffing, scheduling, training,
equipment, payroll, and supervision.
1. Scope of Services. The Contractor shall provide the services specified in the Town's
Request for Proposals dated September 13, 1995.
2. Time of Performance The proposed contract shall be for a period of one (1) year with
option to extend for two (2) additional one (1) year periods. Either party may terminate
the resultant agreement for convience by providing thirty (30) calendar days written notice
by either party.
3. Compliance with Taws. The Contractor shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Contractor
represents and warrants to Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for Contractor to practice its
profession. Contractor represents and warrants to Town that Contractor shall, at its sole
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cost and expense, keep in effect or obtain at all times during the term of this Agreement
any licenses, permits, and approvals which are legally required for Contractor to practice
its profession. Contractor shall maintain a Town of Los Gatos business license pursuant
to Chapter 14 of the Code of the Town of Los Gatos.
4. Sole Responsibility. Contractor shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
5. Information /Report Handline. All documents furnished to Contractor by the Town and
all reports and supportive data prepared by the Contractor under this Agreement are the
Town's property and shall be delivered to the Town upon the completion of Contractor's
services or at the Town's written request. All reports, information, data, and exhibits
prepared or assembled by Contractor in connection with the performance of its services
pursuant to this Agreement are confidential until released by the Town to the public, and
the Contractor shall not make any of the these documents or information available to any
individual or organization not employed by the Contractor or the Town without the written
consent of the Town before such release.
6. Compensation. The Town agrees to pay the Contractor for the services rendered pursuant
to this Agreement the sum of Ten Dollars and Seventy Nine Cents ($10.79) per hour of
guard services provided. It is understood and agreed that the cost for providing three
thousand (2,400) hours of services shall not exceed Twenty Five Thousand Eight Hundred
and Ninety Six Dollars ($25,896).
Billing shall be accompanied by a detailed explanation of the work performed by whom
at what rate and on what date.
7. Aya_;lability of Records. Contractor shall maintain the records supporting this billing for
not less than three (3) years following completion of the work under this Agreement.
Contractor shall make these records available to authorized personnel of the Town at the
Contractor's offices during business hours upon written request of the Town.
8. Projected Manager. The Project Manager for the Contractor for the work under this
Agreement shall be Baron Farwell.
9. Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Contractor. No portion of these services shall be assigned or
subcontracted without the written consent of the Town.
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10. Novi . Any notice required to be given shall be deemed to be duly and properly given
if mailed postage prepaid, and addressed to:
To Town: Town of Los Gatos
110 East Main Street
Los Gatos, CA 95032
To Contractor: All City Management Services Inc.
6500 Dublin Avenue
Dublin, CA 94568
or personally delivered to Contractor to such address or such other address as Contractor
designates in writing to Town.
11. Independent Contractor. It is understood that the Contractor, in the performance of the
work and services agreed to be performed, shall act as and be an independent contractor
and not an agent or employee of the Town. As an independent contractor he /she shall not
obtain any rights to retirement benefits or other benefits which accrue to Town
employee(s). With prior written consent, the Contractor may perform some obligations
under this Agreement by subcontracting, but may not delegate ultimate responsibility for
performance or assign or transfer interests under this Agreement.
Contractor agrees to testify in any litigation brought regarding the subject of the work to
be performed under this Agreement. Contractor shall be compensated for its costs and
expenses in preparing for, traveling to, and testifying in such matters at its then current
hourly rates of compensation, unless such litigation is brought by Contractor or is based
on allegations of Contractor's negligent performance or wrongdoing.
12. Conhcl of Interest. Contractor understands that its professional responsibilities is solely
to the Town. The Contractor has and shall not obtain any holding or interest within the
Town of Los Gatos. Contractor has no business holdings or agreements with any
individual member of the Staff or management of the Town or its representatives nor shall
it enter into any such holdings or agreements. In addition, Contractor warrants that it does
not presently and shall not acquire any direct or indirect interest adverse to those of the
Town in the subject of this Agreement, and it shall immediately disassociate itself from
such an interest should it discover it has done so. Contractor shall not knowingly and shall
take reasonable steps to ensure that it does not employ a person having such an interest in
this performance of this Agreement. If after employment of a person, Contractor
discovers it has employed a person with a direct or indirect interest that would conflict
with its performance of this Agreement, Contractor shall promptly sever this employment
relationship.
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13. Equal Empl�ment 012 rttnity. Contractor warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Contractor nor its subcontractors do and neither shall discriminate
against persons employed or seeking employment with them on the basis of age, sex,
color, race, marital status, sexual orientation, ancestry, physical or mental disability,
national origin, religion, or medical condition, unless based upon a bona fide occupational
qualification pursuant to the California Fair Employment & Housing Act.
14. Insurance.
A. Minimum Scope of Insurance:
i. Contractor agrees to have and maintain, for the duration of the contract,
General Liability insurance policies insuring him /her and his /her firm to an
amount not less than: five million dollars ($5,000,000) combined single
limit per occurrence and in aggregate for bodily injury, personal injury and
property damage.
ii. Contractor agrees to have and maintain for the duration of the contract, an
Automobile Liability insurance policy ensuring him /her and his /her staff to
an amount not less than one million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
Contractor shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Contractor agrees that all
certificates and endorsements are to be received and approved by the Town
before work commences.
B. General Liability:
i. The Town, its officers, officials, employees and volunteers are to be
covered as insured as respects, liability arising out of activities performed
by or on behalf of the Contractor; products and completed operations of
Contractor, premises owned or used by the Contractor.
ii. The Contractor's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance
or self- insurance maintained by the Town, its officers, officials, employees
or volunteers shall be excess of the Contractor's insurance and shall not
contribute with it.
Any failure to comply with reporting provisions of the policies shall not
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affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Contractor's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
C. All Coverages: Each insurance policy required in this item shall be endorsed to
state that coverage shall not be suspended, voided, cancelled, reduced in coverage
or in limits except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the Town. current certification of such
insurance shall be kept on file at all times during the term of this agreement with
the Town Clerk.
D. In addition to these policies, Contractor shall have and maintain Workers'
Compensation insurance as required by California law and shall provide evidence
of such policy to the Town before beginning services under this Agreement.
Further, Contractor shall ensure that all subcontractors employed by Contractor
provide the required Workers' Compensation insurance for their respective
employees.
15. Indemnification. The Contractor shall save, keep and hold harmless indemnify and defend
the Town its officers, agent, employees and volunteers from all damages, liabilities,
penalties, costs, or expenses in law or equity that may at any time arise or be set up
because of damages to property or personal injury received by reason of, or in the course
of performing work which may be occasioned by a willful or negligent act or omissions
of the Contractor, or any of the Contractor's officers, employees, or agents or any
subcontractor.
16. Construction of Agreement. Should there be any conflict between the terms of this
Agreement, the Town's Request for Proposals dated September 13, 1995, and Contractor's
Proposal for Crossing Guard Services dated 8/25,195, the following priority of documents
shall prevail: the Town's Request for Proposals; Contractor's Proposal; and this
Agreement.
17• Waiver. No failure on the part of either party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that party may have hereunder, nor
does waiver of a breach or default under this Agreement constitute a continuing waiver of
a subsequent breach of the same or any other provision of this Agreement.
18. Governing Law. This Agreement, regardless of where executed, shall be governed by and
construed to the laws of the State of California. Venue for any action regarding this
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Agreement shall be in the Superior or Municipal Court of either the County of Santa Clara
or the County of San Mateo.
19. Termination of Agr m nt. The Town and the Contractor shall have the right to terminate
this agreement with or without cause by giving not less than thirty (30) days written notice
of termination. In the event of termination, the Contractor shall deliver to the Town all
files, documents, and reports, performed to date by the Contractor. In the event of such
termination, Town shall pay Contractor for the hours actually expended in performance
under this Agreement, unless such termination is made for cause, in which event,
compensation, if any, shall be adjusted in light of the particular facts and circumstances
involved in such termination.
20. Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Contractor.
21. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, as well as costs not to exceed $7,500 in total.
22. Entire Agr m nt. This Agreement constitutes the complete and exclusive statement of
the Agreement between the Town and Contractor. No terms, conditions, understandings
or agreements purporting to modify or vary this Agreement, unless hereafter made in
writing and signed by the party to be bound, shall be binding on either parry.
IN WITNESS WHEREOF, the Town and Contractor have executed this Agreement as of
the date indicated on page one (1).
Town of Los Gatos
David W. Knapp, Town Manager
Town of Los Gatos
Contractor:
Print Name
Title
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ATTEST:
Clerk of the Town of Los Gatos,
Los Gatos, California
Approved as to Form:
--
Marian V. Cosgrove, Town Clerk Larry E. Anderson, Town Attorney
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