Attachment 1 - All City Managment Service AgreementPage 1 of 6
AGREEMENT FOR SERVICES
THIS AGREEMENT is dated for identification this 7th day of April 2021, and is made by and between
TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and Los Gatos Union
School District ("District”), Union School District ("Union") and All City Management, ("Supplier"),
whose address is 10440 Pioneer Blvd., Suite # 5, Santa Fe Springs, CA 90670. This Agreement is
made with reference to the following facts. This contract will remain in effect from July 1, 2021 to
June 30, 2024.
I.RECITALS
1.1 The Town desires to engage Service Provider to provide crossing guard services for the Los
Gatos Union School District (District) and the Union School District (Union).
1.2 Service Provider represents and affirms that it is willing to perform the desired work
pursuant to this Agreement.
1.3 Service Provider warrants it possesses the distinct professional skills, qualifications,
experience, and resources necessary to timely perform the services described in this
Agreement. Service Provider acknowledges Town has relied upon these warranties to retain
Service Provider.
II.AGREEMENT
2.1 Scope of Services. Supplier hereby agrees to deliver crossing guard services to Town,
District, and Union at the locations outlined in Exhibit D, which is attached hereto and
incorporated by reference. The terms and conditions are as follows:
a)Price. Town shall pay Supplier the amounts defined in Exhibit A, Exhibit B, and Exhibit
C, each referenced Exhibit defines a specific school year and includes sales tax and
delivery charges. Payment shall be net 30 days from delivery.
b)Delivery. The delivery of the items and materials shall be no later than the first date
of the school year. Delivery shall be made between 8:00 a.m. and 5:00 p.m. on
weekdays that are not school holidays.
2.2 Term and Time of Performance. This contract will remain in effect from July 1, 2021 – June
30, 2024. Time of performance shall be upon commencement of the school year and ending
on the last day of the school year for the Los Gatos Union and Union School Districts.
ATTACHMENT 1
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2.3 Compliance with Laws. The Service Provider shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Service Provider
represents and warrants to Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for Service Provider to practice
its profession. Service Provider shall maintain a Town of Los Gatos business license pursuant
to Chapter 14 of the Code of the Town of Los Gatos.
2.4 Sole Responsibility. Service Provider shall be responsible for employing or engaging all
persons necessary to perform the services under this Agreement.
2.5 Information/Report Handling. All documents furnished to Service Provider by the Town and
all reports and supportive data prepared by the Service Provider under this Agreement are
the Town’s property and shall be delivered to the Town upon the completion of services or
at the Town's written request. All reports, information, data, and exhibits prepared or
assembled by Service Provider in connection with the performance of its services pursuant
to this Agreement are confidential until released by the Town to the public, and the Service
Provider shall not make any of the these documents or information available to any
individual or organization not employed by the Service Provider or the Town without the
written consent of the Town before such release. The Town acknowledges that the reports
to be prepared by the Service Provider pursuant to this Agreement are for the purpose of
evaluating a defined project, and Town's use of the information contained in the reports
prepared by the Service Provider in connection with other projects shall be solely at Town's
risk, unless Service Provider expressly consents to such use in writing. Town further agrees
that it will not appropriate any methodology or technique of Service Provider which is and
has been confirmed in writing by Service Provider to be a trade secret of Service Provider.
2.6 Compensation. Compensation for services shall not exceed $580,415.22 referenced and
attached as " Exhibit E" and detailed below. Payment shall be based upon Town approval
of each task.
2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the
service and shall be accompanied by a detailed explanation of the work performed by whom
at what rate and on what date. Also, plans, specifications, documents, or other pertinent
materials shall be submitted for Town review, even if only in partial or draft form.
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Payment shall be net thirty (30) days. All invoices and statements to the Town shall be
addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
2.8 Availability of Records. Service Provider shall maintain the records supporting this billing for
not less than three years following completion of the work under this Agreement. Service
Provider shall make these records available to authorized personnel of the Town at the
Service Provider offices during business hours upon written request of the Town.
2.9 Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Service Provider. No portion of these services shall be assigned
or subcontracted without the written consent of the Town.
2.10 Independent Contractor. It is understood that the Service Provider, 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 Service Provider 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. Service
Provider agrees to testify in any litigation brought regarding the subject of the work to be
performed under this Agreement. Service Provider 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 Service Provider or is
based on allegations of Service Provider's negligent performance or wrongdoing.
2.11 Conflict of Interest. Service Provider understands that its professional responsibilities are
solely to the Town. The Service Provider has and shall not obtain any holding or interest
within the Town of Los Gatos. Service Provider 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, Service Provider 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 and shall, at the Town's sole
discretion, divest itself of such interest. Service Provider 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 Service Provider discovers
it has employed a person with a direct or indirect interest that would conflict with its
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performance of this Agreement Service Provider shall promptly notify Town of this
employment relationship, and shall, at the Town's sole discretion, sever any such
employment relationship.
2.12 Equal Employment Opportunity. Service Provider warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Service Provider 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.
III.INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
i.Service Provider 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: one million dollars ($1,000,000) combined
single limit per occurrence for bodily injury, personal injury and property
damage.
ii.Service Provider 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.
iii.Service Provider shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Service Provider agrees that all
certificates and endorsements are to be received and approved by the Town
before work commences.
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 Service Provider; products and completed operations of Service
Provider, premises owned or used by the Service Provider.
ii.The Service Provider's insurance coverage shall be primary insurance as
respects the Town, its officers, officials, employees and volunteers. Any
insurance or self-insurances maintained by the Town, its officers, officials,
employees or volunteers shall be excess of the Service Provider's insurance
and shall not contribute with it.
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iii.Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to the Town, its officers, officials, employees or
volunteers.
iv.The Service Provider'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.
3.2 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.
3.3 Workers’ Compensation. In addition to these policies, Service Provider 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, Service Provider shall ensure that all subcontractors employed by Service Provider
provide the required Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Service Provider shall save, keep, hold harmless and 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
Service Provider, or any of the Service Provider's officers, employees, or agents or any
subcontractor. Notwithstanding anything in this Section III to the contrary, however, in the
event that a court or jury determines that liability with respect to any Loss was caused or
contributed to by the negligent act, error, omission or willful misconduct of the TOWN,
liability will be apportioned between the Service Provider on the one hand and the TOWN
on the other hand with regard to such Loss based upon the parties’ respective degrees of
culpability, as determined by the court or jury, and the Service Provider duty to indemnify
the TOWN, its officers, agents, employees and volunteers will be limited accordingly.
IV.GENERAL TERMS
4.1 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.
4.2 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
Agreement shall be in the Superior Court of the County of Santa Clara.
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4.3 Termination of Agreement. The Town and the Service Provider shall have the right to
terminate this agreement with or without cause by giving not less than fifteen days (15)
written notice of termination. In the event of termination, the Service Provider shall deliver
to the Town all plans, files, documents, reports, performed to date by the Service Provider.
In the event of such termination, Town shall pay Service Provider an amount that bears the
same ratio to the maximum contract price as the work delivered to the Town bears to
completed services contemplated 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.
4.4 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Service
Provider.
4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
4.6 Notices. Any notice required to be given shall be deemed to be duly and properly
given if mailed postage prepaid, and addressed to:
Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
All City Management
Attn: Baron Farwell
10440 Pioneer Blvd. Ste. #5
Santa Fe Springs, CA 90670
Los Gatos Union School District
Attn: Paul Johnson
17010 Roberts Rd.
Los Gatos, CA 95032
Union School District
Attn: Denise Coleman
5175 Union Ave.
San Jose, CA 95124
or personally delivered to Service Provider to such address or such other address as
Service Provider designates in writing to Town.
4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the
terms and conditions of this Agreement in respect of the Products or Services and any
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Service Provider. 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 party.
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IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Paul Johnson, Los Gatos Union School District
Service Provider/All City Management, by:
Baron Farwell, General Manger
Recommended by:
Denise Coleman, Union School District
Recommended by:
_____________________________________
Peter Decena, Chief of Police
Approved as to Form:
_____________________________________
Robert Schultz, Town Attorney
Attest:
______________________________________
Shelley Neis, MMC, CPMC, Town Clerk
Exhibit A
Fiscal Year 2021/22
Crossing Guard Service
($27.58/Hour)
Los Gatos Union School District
(540 hours per crossing guard/per location)
Hours Cost to School District
4 @ 51.6% 2187 $31,123.81
• Winchester & Daves
• Blossom Hill & Cherry Blossom
• Los Gatos Blvd. & Nino
• Blossom Hill & Roberts (additional 27 hrs. due to minimum days)
1 @ 50% 540 $7,446.60
• Los Gatos & Shannon
(Town pay half/LGUSD pays half)
6 @ 100% 3267 $90,103.86
• Daves & Poppy #1
• Daves & Poppy #2
• Daves & Poppy #3
• Nino & Fisher (additional 27 hrs. due to minimum days)
• Kennedy/Los Gatos Blvd.
• Shannon/Cherry Blossom
TOTAL $128,674.27
Union School District
Hours Cost to School District
1 @ 100% 540 TOTAL $14,893.20
• Union & Thomas
TOTAL OFFSET REVENUE $143,567.47
Total Hours 6534 hrs. x $27.58 = $180,207.72
Offset Revenue = $143,567.47
Cost to Town = $36,640.25
Exhibit B
Fiscal Year 2022/23
Crossing Guard Service
($29.41/Hour)
Los Gatos Union School District
(540 hours per crossing guard/per location)
Hours Cost to School District
4 @ 51.6% 2187 $33,188.95
• Winchester & Daves
• Blossom Hill & Cherry Blossom
• Los Gatos Blvd. & Nino
• Blossom Hill & Roberts (additional 27 hrs. due to minimum days)
1 @ 50% 540 $7,940.70
• Los Gatos & Shannon
(Town pay half/LGUSD pays half)
6 @ 100% 3267 $96,082.47
• Daves & Poppy #1
• Daves & Poppy #2
• Daves & Poppy #3
• Nino & Fisher (additional 27 hrs. due to minimum days)
• Kennedy/Los Gatos Blvd.
• Shannon/Cherry Blossom
TOTAL $137,212.12
Union School District
Hours Cost to School District
1 @ 100% 540 TOTAL $15,881.40
• Union & Thomas
TOTAL OFFSET REVENUE $153,093.52
Total Hours 6534 hrs. x $29.41 = $192,164.94
Offset Revenue = $153,093.52
Cost to Town = $39,071.42
Exhibit C
Fiscal Year 2023/24
Crossing Guard Service
($31.84/Hour)
Los Gatos Union School District
(540 hours per crossing guard/per location)
Hours Cost to School District
4 @ 51.6% 2187 $35,931.19
• Winchester & Daves
• Blossom Hill & Cherry Blossom
• Los Gatos Blvd. & Nino
• Blossom Hill & Roberts (additional 27 hrs. due to minimum days)
1 @ 50% 540 $8,596.80
• Los Gatos & Shannon
(Town pay half/LGUSD pays half)
6 @ 100% 3267 $104,021.28
• Daves & Poppy #1
• Daves & Poppy #2
• Daves & Poppy #3
• Nino & Fisher (additional 27 hrs. due to minimum days)
• Kennedy/Los Gatos Blvd.
• Shannon/Cherry Blossom
TOTAL $148,549.27
Union School District
Hours Cost to School District
1 @ 100% 540 TOTAL $17,193.60
• Union & Thomas
TOTAL OFFSET REVENUE $165,742.87
Total Hours 6534 hrs. x $31.84 = $208,042.56
Offset Revenue = $165,742.87
Cost to Town = $42,299.69