Loading...
HomeMy WebLinkAbout4.16 - 3267 Agreement with All City Management Services Page 1 of 2 STAFF REPORT CITY COUNCIL DATE: June 16, 2020 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SUBJECT: Agreement with All City Management Services Prepared by: Nate Schmidt, Captain Dublin Police Services EXECUTIVE SUMMARY: The City Council will consider an agreement for crossing guard services with All City Management Services. STAFF RECOMMENDATION: Adopt the Resolution Approving the Agreement with All City Management Services, Inc. for the Provision of Crossing Guard Services for Fiscal Year 2020-21. FINANCIAL IMPACT: The cost to fund crossing guard services in Fiscal Year 2020-21 is $254,607.16, an increase of $19,576.80 over Fiscal Year 2019 -20. This allows for up to 15 crossing guard locations, as well as summer school coverage at one elementary school site. Sufficient funding for these services is included in the Fiscal Year 2020 -21 Budget. The City will be reimbursed by the Dublin Unified School District for three of these crossing guards estimated at $40,000. DESCRIPTION: All City Management Services, Inc. (ACMS) provides a variety of traffic and safety related services including crossing guards, parking enforcement, and traffic control to public agencies. The City of Dublin has contracted with ACMS since July 1, 1995. ACMS is headquartered in Los Angeles and serves numerous cities in northern and southern California. In response to the increased demand for crossing guard services in northern California, ACMS has assigned additional personnel t o the area. The City of Dublin is currently assigned one Area Supervisor and one Field Supervisor who monitor the activities of crossing guards. ACMS has submitted a proposal to continue to provide crossing guard services to Dublin in Fiscal Year 2020-21 (Attachment 2). The proposal includes the direct provision of crossing guards, along with administrative support for the program including personnel recruitment, training, supervision, and payroll functions. Included in Page 2 of 2 Attachment 2 are the calculations of ACMS’ new hourly wage rate and proposed service hours for Fiscal Year 2020-21. The following table summarizes the changes as compared to the prior year: FY 2019-20 FY 2020-21 Change Service Hours 10,876 10,876 None Hourly Rate $21.61 $23.41 $1.80 Total $235,030.36 $254,607.16 $19,576.80 STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Resolution Approving the Agreement with All City Management Services Inc. for the Provision of Crossing Guard Services for Fiscal Year 2020-21 2. Exhibit A to the Resolution - Agreement with All City Management Services, Inc. for Crossing Guard Services, ACMS Hourly Wage Increase Letter and ACMS Client Worksheet ATTACHMENT 1 RESOLUTION NO. XX - 20 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * APPROVING THE AGREEMENT WITH ALL CITY MANAGEMENT SERVICES, INC. FOR THE PROVISION OF CROSSING GUARD SERVICES FOR FISCAL YEAR 2020-21 WHEREAS, the City of Dublin uses adult crossing guards to ensure the safety of schoolchildren crossing streets; and WHEREAS, the City of Dublin wishes to continue to contract with the firm All City Management Services, Inc. to provide crossing guard services for Fiscal Year 2020-21. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby approves the Agreement (attached hereto as Exhibit A) with All City Management Services, Inc. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreement. PASSED, APPROVED AND ADOPTED this 16th day of June 2020, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk CONTRACTOR SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND ALL CITY MANAGEMENT SERVICES INC. THIS AGREEMENT for crossing guard contract services is made by and between the City of Dublin ("City") and All City Management Services Inc. ("Contractor") (together sometimes referred to as the "Parties") as of July 1, 2020 (the "Effective Date"). Section 1. SERVICES. Subject to the terms aril conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2021, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Contractor and the City Manager, provided that; a) sufficient funds have been appropriated for such purchase, b) the price charged by the Contractor for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall affect the City's right to terminate the Agreement as provided for in Section 8. 1.2 Standard of Performance. Contractor shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Contractor is engaged. 1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, In its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Subsection 1.2 above and to satisfy Contractor's obligations hereunder. 1.5 Intentionally deleted. 1.6 Intentionally deleted. Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed $254,607.16, notwithstanding any contrary indications that may be contained in Contractor's proposal, for Services Agreement between July 1, 2020 City of Dublin and All City Management Services Inc. Page 1 of 14 services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Contractor's proposal, attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Contractor for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the Partles further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Contractor shall submit invoices, not more oaten than twice a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information. A The beginning and ending dates of the billing period; p The total number of hours of work performed under the Agreement by Contractor and each employee, agent, and subcontractor of Contractor performing services hereunder; p The Contractor's signature; Z.2 Monthiv Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Contractor. 2.3 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever Incurred by Contractor in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.6 Intentionally deleted. Services Agreement between July 1, 2020 City of Dublin and All Ciiy Management Services Inc, Page 2 of 14 2.7 Payment of Taxes. Contractor Is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes, 2.8 Payment upon Termination. In the event that the City or Contractor terminates this Agreement pursuant to Section 8, the City shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Contractor is not authorized to perform any services or Incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator, 2.10 Liauidated Damages. Failure of Contractor to respond to problems referred to it by City within the time I(m(is established in Subsection 1.2 of this Agreement shall result in liquidated damages as set forth In Exhibit A. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Contractor only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. Contractor shall make a written request to City to use facilities or equipment not otherwise listed herein. 3.1 Safety Requirements. In accordance with generally accepted construction practices and state law, Contractor shall be solely and completely responsible for conditions on the jobsite, including safety of all persons and properly during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Contractor shall take all necessary precautions and provide all necessary safeguards to prevent personal injury and property damage. Contractor shall provide protection for all persons including, but not limited to, Its employees and employees of its subcontractors; members of the public; and employees, agents, and representatives of the City and regulatory agencies that may be on or about the work. The services of the City in conducting review and inspection of Contractor's performance is not intended to include review of the adequacy of Contractor's work methods, equipment, bracing or scaffolding, or safety measures, in, on, or near any Contractor jobsite. All work and materials shall be in strict accordance with all applicable state, city, county, and federal rules, regulations and codes, with specific attention to the United Stales Department of Labor Occupational Health and Safety Administration (OSHA) requirements, Contractor shall be solely responsible for compliance with all city, county, and state explosive transport, storage, and blasting requirements and for any damages caused by such operations. Services Agreement between July 1, 2020 City of Dublin and All City Management Services Inc. Page 3 of 14 Contractor is hereby informed that work on City property could be hazardous. Contractor shall carefully instruct all personnel working on City property that all conditions of the property are potentially hazardous work areas as to potential dangers and shall provide such necessary safety equipment and Instructions as are necessary to prevent injury to personnel and damage to property, Special care shall be exercised relative to work underground, In addition to complying with all ocher safety regulations, Contractor shall abide by any and all other City requirements contained in any specifications, special conditions or manuals, which shall be made available by City upon request. Contractor shall provide and maintain all necessary safety equipment such as fences, barriers, signs, lights, walkways, guards, and fire prevention and fire -fighting equipment and shall take such other action as is required to fulfill its obligations under this section. It is the intent of the City to provide a safe working environment under normal conditions, CONTRACTOR IS ADVISED THAT CITY'S OPERATIONS AND PROPERTY ARE INHERENTLY HAZARDOUS BECAUSE OF CONDITIONS SUCH AS CONFINED SPACES, POTENTIALLY EXPLOSIVE ATMOSPHERES, AND POSSIBLE EXPOSURE TO PATHOGENS. Contractor shall maintain all portions of the jobsite in a neat, clean, and sanitary condition aI all times, If required by the City, toilets shall be furnished by Contractor where needed for use of its employees and their use shall be strictly enforced. Contractor shall not use the City's existing sanitary facilities, unless previously authorized by the City, Coniractor shall keep adequate first aid facilities and supplies available and instruction in first aid for its employees shall be given, City reserves the right to require that Contractor bring onto the project or engage the services of a licensed safety engineer at any time during the term of this Agreement, If Contractor does not have a licensed safety engineer on staff, then City may require that Coniractor engage a subcontractor or subconsultant as the project's safety engineer. Coniractor shall bear all costs in connection with meeting the requirements of this section. Section 4. INSURANCE REQUIREMENTS, Before fully executing this Agreement, Contractor, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of Insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Contractor shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of Insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work. Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Contractor's bid, Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS Services Agreement between July 1, 2020 City of Dublin and All City Management Services Inc. Page 4 of 14 AGREEMENT PRIOR TO EXECUTION, Contractor shall maintain all required insurance listed herein for the duration of this Agreement, 4,1 Workers' Compensation, 4.1,1 General Requirements. Contractor shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Contractor, The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident, In the alternative, Contractor may rely on a self- insurance program to meet these requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely In the discretion of the Contract Administrator, The Workers' Compensation policy shall be endorsed wish a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents, and subcontractors, 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Contractor shall submit the following: a. Certificate of Workers' Compensation Insurance in the amounts specified in the section; and b, Waiver of 5ubrogalion Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Contractor, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $2,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $2,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement, If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit, Such coverage shall Include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. 4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an Services Agreement between July 1, 2020 City of Dublin and All City Management Services Inc. Page 5 of 14 "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto), No endorsement shall be attached limiting the coverage. 4.2.3 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. b. City, Its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Contractor; or automobiles owned, leased, hired, or borrowed by the Contractor. c. Contractor hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Contractor agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self -Insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with It. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Contractor shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; c, Waiver of Subrogation Endorsement as required by the section; and d. Primary Insurance Endorsement as required by the section. 4.3 All Policies Requirements. 4.3.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.3,2 Verification of Coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Contractor by the insurer, including complete copies of all Services Agreement between July 1, 2020 Ciiy of Dublin and All Ciiy Management Services Inc. Page 6 of 14 endorsements attached to the policies. All copies of Celicaies of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Contractor beginning work, it shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time, 4.3.3 Deductibles and Self•Insured Retentions. Contractor shall disclose to and obtain the written approval of City for the seINnsured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either; the Insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.3.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense). 4.3.5 Endorsement Requirements, Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City. 4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4,4 Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any Insurance policies or policy endorsements to the extent and within the time herein required, City may, at Its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor's breach; Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; n Order Contractor to stop work under this Agreement or withhold any payment that becomes due io Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or p Terminate this Agreement, Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES, Contractor shall indemn(fy, defend with counsel acceptable to City, and hold harmless Ciiy and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, Services Agreement between July 1, 2020 City of Dublin and Ali City Management Services Inc. Page 7 of 14 and costs (including without limi(ation, attorneys fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with Contractor's performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City. Tl�e Contractor's obligation to defend and indemnify shall not bo excused because of the Contractor's inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any claim for defense and indemnity by the City, unless this time has been extended by the City. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Contractor under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Contractor accepts or rejects the tender of defense, whichever occurs first. In the event that Contractor or any employed, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS 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. Notwithstanding the foregoing, however, in the event that a court or jury determines that liability with respect to any Liability 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 Liability based upon the parties' respective degrees of culpability, as determined by the court or•jury, and Contractor's duty to indemnify the City with respect to satisfaction of the judgement only (but not to costs of defense previously incurred by Contractor) will be limited accordingly. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall bean Independent contractor and shall not be an employee of City. This Agreement shall not be construed as agreement for employment. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3, however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor further acknowledges that Contractor performs Services outside the usual course of the City's business, and Is customarily engaged in an independently established trade, occupation, or business of the same nature as the Contractor performs for the City and has the option to perform such work for other entities. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or Services Agreement between July 1, 2020 Cily of Dublin and All City Management Services Inc. Page 8 of 14 become entitied to, and hereby agree to waive any and all claims to, any campensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Contractor Not an Agent. Except as Ciiy may specify in writing, Contractor shall have no authority, express or Implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Contractor represents and warrants to City that Contractor and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a "Protected Characteristic"), against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Contractor shall Include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement, Services Agreement between July 1, 2020 City of Dublin and All City Management Services Inc, Page 9 of 14 Section 8, TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Contractor, Contractor may cancel this Agreement upon 30 days' written notice to City and shall include In such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor or the City In connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1, Any such extension shall require a written amendment to this Agreement, as provided for herein. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Contractor with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Contractor for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.4 Assignment and Subcantracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted In the proposal, without prior written approval of the Contract Administrator, 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. B.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: 8,6.1 Immediately terminate the Agreement; Services Agreement between July 1, 2020 City of Dublin and All City Management Services Inc. Page 10 of 14 8,62 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement, 8.6,3 Detain a different contractor to complete the work described in Exhibit A not finished by Contractor; or 8.6,4 Charge Contractor the difference between the cost to complete the work described In Exhibit A that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. KEEPING AND STATUS OF RECORDS, 9.1 Records Created as Part of Contractor's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Contractor hereby agrees to deliver those documents to the City upon termination of the Agreement, It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Contractor agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Contractor's Books and Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Contractor to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Contractor to maintain shall be made available for Inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000,00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement. Section 10, MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees, If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled, The court may set such fees in the same action or in a separate action brought for that purpose. Services Agreement between July 1, 2020 City of Dublin and All City Management Services Inc. Page 11 of 14 10.2 venue, in the event that ether party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severablllty. If a court of competent Jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in pars of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Imalled Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns, The provisions of this Agreement shall (nuts to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10,6 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Contractor in a "conflict of interest," as that term Is defined In the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor shall not employ any City official in the wor{c performed pursuant to this Agreement. No officer or employee of City shall have any f(nanc(al interest (n this Agreement that would violate California Government Code Section 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous 12 months, Contractor warrants that It did not participate in any manner in the forming of this Agreement. Contractor understands thA if this Agreement is made In violation of California Government Code Section 1090 et seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, Including reimbursement of expenses, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. 10.7 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.8 Contract Administration. This Agreement shall be administered by Demetra Farwell ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Services Agreement between July 1, 2020 City of Dublin and All Ciiy Management Services Inc. Page 12 of 14 10.9 Notices. Any written notice to Contractor shall be sent to: All City Management Services Inc. Att; Demelra Farwell, Corporate Security 10440 Pioneer Blvd,, Suite 5 Santa Fe Springs, CA, 90670 Any written notice to City shall be sent to: City of Dublin Att: Lieutenant Matt Farruggia 6361 Clark Avenue Dublin, CA 94568 10.10 integration, This Agreement, Including the scope of work attached hereto and incorporated herein as Exhibits A and B represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral, Exhibit A Scope of Services Exhibit B Compensation Schedule & Reimbursable Expenses 10.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement, 10.12 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Contractor's signature below Contractor certifies that Contractor, and any parent entities, subsidiaries, successors or subunits of Contractor are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202,5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE Services Agreement between July 1, 2020 City of Dublin and All City Management Services Inc, Page 13 of 14 The Parties have executod this Agreement as Wine F.ffective Dato, The poisons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party, CITY ar f�UI�LIN Linda Smith, City Manager Attest; Marsha Moore, City Cleilt Appraved as to Fenn; City Attorney 3070365, ] All City Management Inc, DemefralParwoll, q`orparato Serr.n'ity Contracfor's pll� f�egistration Nr.nnber (if applicable) Services Agreement between July 1, 2020 City of Dublin and All Clty Management Services Inc, Page 14 of 14 EXHIBIT A SCOPE OF SERVICES 1, The Contractor will provide personnel equipped and trained in appropriate procedures for crossing pedestrians in marked crosswalks, Such personnel shall be herein referred to as a Crossing Guard. The Contractor is an independent Contractor and the Crossing Guards to be furnished by it shall at all times be its employees and not those of the City, 2. The City shall determine the locations where Crossing Guards shall be furnished by the Contractor. The Contractor shall provide at each designated location personnel properly trained as herein specified for the performance of duties as a Crossing Guard, The Contractor shall provide supervisory personnel to see that Crossing Guard activities are taking place at the required places and times, and in accordance with the terms of this agreement, 3. The Contractor shall maintain adequate reserve personnel to be able to furnish alternate Crossing Guards in the event that any person fails to report for work at the assigned time and location and agrees to provide immediate replacement. 4. In the performance of its duties the Contractor and all employees of the Contractor shall conduct themselves in accordance with the conditions of this agreement and all applicable laws of the state In which services are to be performed. 5, Persons provided by the Contractor as Crossing Guards shall be trained in all applicable laws of the state in which services are to be performed pertaining to general pedestrian safety in school crossing areas. 6. Crossing Guard Services shall be provided by the Contractor at the designated locations on all days in which school is (n session in the area under the City's jurisdiction. The Contractor also agrees to maintain communication with the designated schools to maintain proper scheduling 7. 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, Services Agreement between City of Dublin and Exhibit A —Page 1 of 1 �b.11 �iic�►' iUi�na��m�il� �'t31'F;'1Cd� ���. S';tidnt ��trrlitul+Nits Z(I�{{off{Rp� ; llllling Atafu 4t+P 2f12U�02At 523.At! thA�A'r l'rxditionul ! 4tlendurr POF alley with no mp'lltdy rwhoduledon►•ly►elense days, Ilse IN rust►lirdeys yuutntor 5ol►onl 1+oroull ols With 811mulrflvrint+n �S'itt�a lyilh t+�didnnul eaiOdAaYl 5umrr►or 9rDn;�,1.41t Cstintt►te bano►1 on C�irrnrah4vS�huu1 Ztji9 'fdTAl. PRfhiHCTBt) HOV85 Services Agreement between Clty of Dublin and City of Dublln f,f?90*0 Plan pul►Iln, CA00"60 10D7P, T�1TA6A1dN�1�►t.P�tti1�CTf:P 4Qat' 1 s C Exhibit B —Page 1 of 1