All City Management AgreementOWx F
.VI
1
ioy uit�s COUNCIL AGENDA REPORT
DATE: SEPTEMBER 22, 2014
TO: MAYOR AND TOWN COUNCIL
FROM: GREG LARSON, TOWN MANAGER
MEETING DATE: 10/07/14
ITEM NO: I„
SUBJECT: AUTHORIZE THE TOWN MANAGER TO EXECUTE AN AGREEMENT
WITH ALL CITY MANAGEMENT SERVICES, INC., LOS GATOS UNION
SCHOOL DISTRICT, UNION SCHOOL DISTRICT FOR CROSSING GUARD
SERVICES FOR THE PERIOD STARTING JULY 1, 2014 THROUGH JUNE 30.
2018.
RECOMMENDATION:
Authorize the Town Manager to execute an agreement with All City Management Services, Inc.,
Los Gatos Union School District, and Union School District for crossing guard services for the
period starting July 1, 2014 through June 30, 2018.
BACKGROUND:
The Town currently contracts with All City Management Services, Inc. to provide crossing guard
services at selected school crossing locations within Los Gatos. Costs for these services are shared
between the Town and Los Gatos Union School District and Union School District. The total
amount for the contract is $114,242.40 per year with approximately 80% of the costs reimbursed
by the school districts as in past years. Any additional crossing guard locations have been the sole
financial responsibilities of the appropriate school district.
DISCUSSION:
Approval of this item will renew the contract for crossing guard services between the Town and
All City Management Services, Inc. as well as include the Los Gatos Union School District and the
Union School District as involved parties to the agreement for the 2014/15, 2015/16, 2016/17, and
the 2017/18 school years. Twelve locations within Los Gatos served by crossing guards for a total
of 180 days (5,400 hours of coverage) are included in the annual contract at a rate of $17.63 per
hour.
PREPARED BY: MATT FRISBY
Chief of Police \
Reviewed by:
Town Manager
Attorney f�e-- Finance
N:R'ottee\GOnno11 Kep011s\2014 \Oct0ber \To" Council Repoit- CROSSING GUARDS.doc
PAGE
MAYOR AND TOWN COUNCIL
SUBJECT: AUTHORIZE THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH
ALL CITY MANAGEMENT SERVICES, INC., LOS GATOS UNION SCHOOL
DISTRICT, UNION SCHOOL DISTRICT FOR CROSSING GUARD SERVICE
FOR THE PERIOD
STARTING JULY 1, 2014 THROUGH JUNE 30, 2018
SEPTEMBER 22, 2014
DISCUSSION (cont'd):
The total cost of the contracted service is $114,242.40 per year with a reimbursement of
$81,530.99 per year from the Los Gatos Union School District and a reimbursement of $9,520.20
per year from the Union School District. Upon school district reimbursement, the Town will be
responsible for $23,191.21 per year for duration of the contract.
CONCLUSION:
Staff recommends that the Town Council authorize the Town Manager to execute an agreement
with All City Management Services, Inc., the Los Gatos Union School District, and the Union
School District in the total amount of $114,242.20 per year for the duration of the contract for
crossing guard services at twelve locations in Los Gatos, with approximately 80% of the costs
reimbursed by the school districts.
ENVIRONMENTAL ASSESSMENT:
The agreement is not a project defined under CEQA, and no further action is required.
FISCAL IMPACT:
Upon execution of this agreement and reimbursement from the Los Gatos Union School District
and the Union School District, the Town will be responsible for the costs in the amount of
$23,191.21 per year of the contract. The adopted FY 2014/15 budget was prepared using the
proposed costs from All City Management Services, Inc. No additional funds are being requested
for the FY 2014/15 Town portion of the contract.
Attachments:
1. Purchase and Service Agreement with Exhibits A -C.
Distribution:
All City Management Services, Inc. Attn: Mr. Baron Farwell, 10440 Pioneer Blvd. #5, Santa Fe
Springs, CA 90670
Los Gatos Union School District, Attn: Diana G. Abbati, Ed. D., Superintendent, 17010 Roberts
Road Los Gatos, CA 95032
Union School District, Attn: Jacqueline Horejs, Ed. D., Superintendent, 5175 Union Avenue
San Jose, CA 95124 -5434
PURCHASE AND SERVICE AGREEMENT
THIS AGREEMENT is dated for identification this 14a` of August, 2014 and is made by and
between TOWN OF LOS GATOS, a California municipal corporation, ( "Town "), 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, 2014 to June 30, 2018.
I. RECITALS
1.1 Town sought quotations for the purchase described in this Agreement, and Supplier was
found to be the lowest responsible supplier for this purchase.
1.2 Supplier represents that it is a qualified and competent supplier of the items to be purchased
under this Agreement.
1.3 The Town, District and Union desire to engage Supplier to provide crossing guard services
for the Los Gatos Union School District (District) and Union School District (Union).
1.4 The Supplier represents and affirms that it is qualified and willing to perform the desired
work pursuant to this Agreement.
IL AGREEMENTS
2.1 Supplies and Terms. Supplier hereby agrees to deliver crossing guard services to Town,
District, and Union at the locations outlined in Exhibit C, which is attached hereto and
incorporated by reference. The terns and conditions are as follows:
(1) Price. Town shall pay Supplier the amounts defined in Exhibit A, which include
sales tax and delivery charges. Payment shall be net 30 days from delivery.
(2) Deliver v. 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 Town holidays or furlough days.
2.2 Time of the Essence. Prompt delivery of the items and materials is essential to this
Agreement.
2.3 Scope of Services. Supplier shall provide services as described in that certain Exhibit C
sent by the Town on August 14a', 2014, which is hereby incorporated by reference and
attached as "Exhibit C."
2.4 Time of Performance. The services to be performed are as follows: Time of performance
shall be upon commencement of the school year and ending on the last date of the school
year for the Los Gatos Union and Union School Districts.
ATTACHMENT
2.5 Compliance with Laws. The Supplier shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Supplier represents
and warrants to Town that it has all licenses, permits, qualifications and approvals of
whatsoever nature which are legally required for Supplier to practice its profession.
Supplier shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the
Code of the Town of Los Gatos.
2.6 Sole Responsibility. Supplier shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
2.7 Information /Report Handling. All documents furnished to Supplier by the Town and all
reports and supportive data prepared by the Supplier under this Agreement are the Town's
property and shall be delivered to the Town upon the completion of Supplier's services or at
the Town's written request. All reports, information, data, and exhibits prepared or
assembled by Supplier in connection with the performance of its services pursuant to this
Agreement are confidential until released by the Town to the public, and the Supplier shall
not make any of the these documents or information available to any individual or
organization not employed by the Supplier or the Town without the written consent of the
Town before such release. The Town acknowledges that the reports to be prepared by the
Supplier 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 Supplier in
connection with other projects shall be solely at Town's risk, unless Supplier expressly
consents to such use in writing. Town further agrees that it will not appropriate any
methodology or technique of Supplier which is and has been confirmed in writing by
Supplier to be a trade secret of Supplier.
2.8 Compensation. Compensation for the supplies and materials delivered and for supplier's
professional services shall not exceed $114,242.40, per school year, inclusive of all costs.
Based upon the letter (Attachment A) from Supplier, compensation shall be frozen for
duration of contract at agreed upon price of $114.242.40 per school year and will not be
negotiated until the contract is expired. Payment shall be based upon Town, District, and
Union approval of each task.
2.9 Billine. Billing shall be by invoice within thirty (30) days of the rendering of the services
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.
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
The Town will then invoice the District and Union for agreed upon compensation outlined
in Attachment B for payment of services rendered and the District and Union agree to pay
said amount within 30 days of receipt of invoice.
2.10 Availability of Records. Supplier shall maintain the records supporting this billing for not
less than three years following completion of the work under this Agreement. Supplier
shall make these records available to authorized personnel of the Town at the Supplier's
offices during business hours upon written request of the Town.
2.11 Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Supplier. No portion of these services shall be assigned or
subcontracted without the written consent of the Town.
2.12 Independent Contractor. It is understood that the Supplier, 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 Supplier 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. Supplier agrees to testify in any litigation brought
regarding the subject of the work to be performed under this Agreement. Supplier 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
Supplier or is based on allegations of Supplier's negligent performance or wrongdoing.
2.13 Conflict of Interest. Supplier understands that its professional responsibilities are solely to
the Town. The Supplier has and shall not obtain any holding or interest within the Town of
Los Gatos. Supplier 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, Supplier 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.
Supplier 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, Supplier discovers it has employed a person with a direct or
indirect interest that would conflict with its performance of this Agreement, Supplier shall
promptly notify Town of this employment relationship, and shall, at the Town's sole
discretion, sever any such employment relationship.
2.14 Equal Employment Opportunity. Supplier warrants that it is an equal opportunity employer
and shall comply with applicable regulations governing equal employment opportunity.
Neither Supplier 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:
Supplier 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. Supplier 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. Supplier shall provide to the Town all certificates of insurance, with original
endorsements effecting coverage. Supplier agrees that all certificates and
endorsements are to be received and approved by the Town before work
commences.
iv. Supplier agrees to have and maintain, for the duration of the contract,
professional liability insurance in amounts not less than $1,000,000 which is
sufficient to insure Supplier for professional errors or omissions in the
performance of the particular scope of work under this agreement.
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 Supplier; products and completed operations of Supplier,
premises owned or used by the Supplier. This requirement does not apply to
the professional liability insurance required for professional errors and
omissions.
ii. The Supplier'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 Supplier's insurance and shall not contribute
with it.
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 Supplier'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 Administrator.
3.3 Workers' Compensation. In addition to these policies, Supplier 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,
Supplier shall ensure that all subcontractors employed by Supplier provide the required
Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Supplier 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
Supplier, or any of the Supplier's officers, employees, or agents or any sub - contractor.
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 Severabilitv. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
4.3 Warrant v. Supplier shall remedy any defects due to faulty materials and /or workmanship
and pay for any damages to other work and /or existing facilities resulting therefrom which
shall appear within a period of one year from the date of recording of final acceptance.
4.4 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.
4.5 Termination of Agreement. The Town, District, Union and the Supplier 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 Supplier shall deliver to the
Town all supplies and services scheduled to be delivered to Town within that fifteen (15)
day period.
4.6 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Supplier.
4.7 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.
4.8 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
Los Gatos Union School District
Attn: Diana G. Abbati, Ed.D.
17010 Roberts Road
Los Gatos, CA 95032
All City Management
Attn: Baron Farwell
10440 Pioneer Blvd. Ste. #5
Santa Fe Springs, CA 90670
Union School District
Attn: Dr. Jacqueline M. Horejs
5175 Union Ave.
San Jose, CA 95124
OR personally delivered to Supplier, District, or Union to such address or such other
address as Supplier, District, or Union designates in writing to Town.
4.9 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.
///
4.10 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town, District, Union, and Supplier. 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.
IN WITNESS WHEREOF, the Town, District, Union and Supplier have executed this
Agreement.
Town of Los Gatos by:
Greg Larson, Town Manager
Los Gatos Union School District by:
Diana G. Abbati, Ed.D., Superintendent
Recommended by:
Matt Frisby, Chief of Police
Approved as to Form:
Robert Schultz, Town Attorney
All City Management by:
Baron Farwell, General Manager
Union School District by:
Dr. Jacqueline M. Horejs, Superintendent
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March 3, 2014
Chief Scott Seaman
Town of Los Gatos
110 Last Main Street
Los Gatos CA 95031
It is once again the time of the year when many agencies are formulating their budgets for the
coning 'fiscal year. Toward that end, please allow this letter to serve as confirmation of our
interest in extending our agreement with the Town of Los Gatos for Crossing Guard Services
through the 2014 -2015 fiscal year.
As you may know, effective July 1, 2014 the California Minimum Wage rate increases to $9.00
per hour. Then on January 1, 2016 the California Minimum Wage rate will increase to $10.00
per hour. These combined increases represent the most significant and impactful increases in
minimum wages since 1988.
These increases will have a direct impact on our wages and in turn our billing rates. To maintain
our workforce we have found that we must maintain at least a $1.00 to $1.50 spread between the
minimum wage and our wage rates. To address this impeding disparity we will need to request
an adjustment of our current hourly billing rate of $15.53 per hour to $17.63 per hour. If this is
acceptable we will commit to a price freeze for the next 4 years.
To facilitate the calculation of the program cost for your Crossing Guard program, we have
included a Client Worksheet. This worksheet is our estimation of the projected hours of your
program as it is currently staffed.
We remain committed to providing a safe, cost - effective and professional School Crossing
Guard Program. If you have any questions or need additional information please contact me at
(800) 540 -9290. Take care.
Since.
r
�afon resell, neral Manager
EXHIBIT A
66;1 ,:Y11 C t L ��1'�`°�i'sE"tr� tu(iurG�l liv'LC �
f�44" 1.oneer L! ",u., S6.. 5, SLi .. � � Sp irq, . r" `" ;/t 310 202 t" %t. ',VI 3 � y� -�J f <_ 3i ;- f'..: L.,_'S
All City Management Services Inc.
Client Worksheet 2014 - 2015
Department: 4701
Billing Rates for 2014/2015: $17.63
Town of Los Gatos
110 E. Main St.
Los Gatos, CA 95031
KEY:
Traditional Calendar:
For sites with no regularly scheduled early release days., use 180 regular days
For sites with one regularly scheduled early release day /week, use 144 regular days and 36 minimum days
Summer School
For schools with Summer School sessions use 19 days
Sites with traditional calendar:
36 1 1 180 1 1 $17.63 1 1 $114,242.40
12 sites with no early release: Total Hrs /day X days /yr X Hourly Billing Rate
Summer School Sites
No estimate for Summer School based on 2013/2014
TOTAL PROJECTED HOURS 6480 TOTAL ANNUAL PROJECTED COST $114,242.40
Exhibit B
2014/15 — 2017/18
Crossing Guard Service
($17.63/Hour)
Los Gatos Union School District
(540 hours per crossing guard/perlocation)
Hours
4 @ 51.6% 2160
• Winchester & Daves
• Blossom Hill & Cherry Blossom
• Los Gatos Blvd. & Nino
• Blossom Hill & Roberts
1 @50% 540
• Los Gatos & Shannon
(Town pay half /LGUSD pays half)
6 @ 100% 3240
• Daves & Poppy #1
• Daves & Poppy #2
• Daves & Poppy #3
• Nino & Fisher
• Kennedy/Los Gatos Blvd.
• Shannon/Cherry Blossom
Union School District
Cost to School District
$19,649.69
$4,760.10
$57,121.20
TOTAL $81,530.99
Hours Cost to School District
1 @ 100% 540 TOTAL $9,520.20
• Union & Thomas
TOTAL OFFSET REVENUE $91,051.19
Total Hours 6480 hrs. x $17.63 = $114,242.40
Offset Revenue = $91,051.19
Cost to Town = $23,191.21
EXHIBIT B
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August 14, 2014
Los Gatos
Monte Sereno
Baron Farwell, General Manager
All City Management Service, Inc.
10440 Pioneer Blvd., Suite #5
Santa Fe Springs, CA 90670
>. p1l I s ..
11 M
Subject: Agreement between Town of Los Gatos, Los Gatos Union School District, Union
School District, and All City Management Services, Inc. for Crossing Guard Services
Dear Mr. Farwell:
By this Letter of Agreement, the Town of Los Gatos, Los Gatos Union School District, Union
School District, and All City Management Services, Inc. agree that All City Management Services,
Inc. shall perform the services described below in accordance with the terms contained herein.
The following Terms and Conditions shall apply:
All City Management Services, Inc. shall provide services for the 2014/15, 2015/16,
2016/17, 2017/18 school years at three (3) hours per day, for the one hundred eighty
(180) days of the school year. The crossing guard service shall be for the two (2) school
districts identified by the Town which have potentially hazardous locations where
students cross on a daily basis while traveling to and from school. The school
intersections include:
• Union Avenue and Thomas Drive
• Blossom Hill Road and Cherry Blossom Lane
• Winchester Avenue and Daves Avenue
• Blossom Hill Road and Roberts Road
• Los Gatos Boulevard and Nino Avenue
• Daves Avenue and Poppy Lane (1)
• Daves Avenue and Poppy Lane (2)
• Daves Avenue and Poppy Lane (3)
• Nino Avenue and Fisher Avenue
• Los Gatos Boulevard and Shannon Road
• Kennedy Road and Los Gatos Boulevard
• Shannon Avenue and Cherry Blossom Lane
EXHIBIT C
Phone (408) 354-5257* Fax (408) 354 -0578 ♦ Civic Center < ] 10 East Main Street 1 Los Gatos, CA 95030
The Town agrees to pay the Contractor for the services rendered pursuant to this Agreement
the sum of SEVENTEEN DOLLARS AND SIXTY THREE CENTS ($17.63) per hour of guard services
provided per location. It is understood and agreed that FIVE THOUSAND FOUR HUNDRED
(5,400) hours of service shall be provided and will not exceed ONE HUNDRED THOUSAND,
FOURTEEN THOUSAND, and TWO HUNDRED FORTY TWO AND 40/100 DOLLARS ($114,242.40).
Please read the attached Town of Los Gatos contract and return a signed contract to:
Los Gatos /Monte Sereno Police Department
Attn: Brenda Geary
110 E. Main St.
Los Gatos, CA 95030
Sincerely,
Matt Frisby
Chief of Police