01-005 All City Management ServicesAGREE?4ENT
This AGREEMENT made on and entered into this 1a"-44 day of ?2Zk,�,6A , 2001, by and
between the CITY OF CUPERTINO, a municipal corporation of the State of California, hereinafter
referred to as "CITY," and ALL CITY MANAGEMENT SERVICES, Inc., a Contractor with offices at
1749 S. LaCienega Blvd., Los Angeles, CA. 90035, hereinafter referred to as "CONTRACTOR";
WITNESSETH:
WHEREAS, CITY desires to retain the CONTRACTOR for CROSSING GUARD SERVICES; and
WHEREAS, CITY desires to engage CONTRACTOR to provide these services by reason of its
qualifications and experience for performing such services, and CONTRACTOR has offered to provide the
required services on the terms and in the manner set forth herein;
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows:
1. DEFINITIONS.
(a) The word "City" as used in this agreement shall mean and include all the territory lying
within the municipal boundaries of the City of Cupertino, California, as presently existing, plus all territory
which may be added thereto during the term of this agreement by annexation or otherwise.
(b) The term "City Manager" shall mean the duly appointed City Manager of the City of
Cupertino, California, or his designated representative.
2. PROJECT COORDINATION.
(a) Cam. The City Manager shall be representative of CITY for all purposes under this
agreement. The Public Works Superintendent hereby is designated as the PROJECT MANAGER for the
City Manager, and he shall supervise the progress and execution of this agreement.
(b) Contractor. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall
responsibility for the progress and execution of this agreement for CONTRACTOR. BARON FARWELL
hereby is designated as the PROJECT DIRECTOR FOR CONTRACTOR. Should circumstances or
conditions subsequent to the execution of this agreement require a substitute PROJECT DIRECTOR for
any reason, the PROJECT DIRECTOR designee shall be subject to the prior written acceptance and
approval of the PROJECT MANAGER.
3. DUTIES OF CONTRACTOR. Services to be furnished in accordance with EXHIBIT
"A" BID PROPOSAL and contract specifications.
(a) Laws to be Observed. CONTRACTOR shall:
(1) Procure all permits and licenses, pay all charges and fees, and give all notices which may
be necessary and incident tot he due and lawful prosecution of the services to be performed by
CONTRACTOR under this agreement;
(2) Keep itself fully informed of all existing and future federal, state, and local laws,
ordinances, regulations, orders, and decrees which nnay affect those engaged or employed under this
agreement, any materials used in CONTRACTOR's performance under this agreement, or the conduct of
the services under this agreement;
(3) At all times observe and comply with, and cause all of its subcontractors and employees, if
any, to observe an comply with, all of said laws, ordinances, regulations, orders, and decrees mentioned
above;
(4) Immediately report to the PROJECT MANAGER in writing any discrepancy or
inconsistency it discovers in said laws, ordinances, regulations, orders, and decrees mentioned above in
relation to any plans, drawing, specifications, or provisions of this agreement.
4. COMPENSATION. For the performance of the services described herein by CONTRACTOR,
CITY shall pay CONTRACTOR the sum of $7.48,140 (SEVEN THOUSAND FOUR HUNDRED
EIGHTY SEVEN DOLLARS AND FORTY CENTS ) per month, less any deductions for work not
performed and or liquidated damages, payable upon submission by CONTRACTOR of itemized billings in
triplicate; provided, however, that the total sum payable to CONTRACTOR shall not exceed $89,849.00,
(EIGHTY NINE THOUSAND EIGHT HUNDRED FORTY NINE DOLLARS per year.
5. LIQUIDATED DAMAGES. The CONTRACTOR shall diligently prosecute the work to
completion as scheduled. The CONTRACTOR further understands that he shall pay liquidated damages to
the City of Cupertino in the sum of $470 (Four hundred seventy dollars) for each and every day that
services are not completed.
In case of a crossing guard assignment is not filled by the CONTRACTOR and filled by the CITY the
CONTRACTOR shall pay liquid damages will be assessed at the rate of $30.00 per hour above and
beyond one hour.
6. TERM. The term of this agreement shall tie one (1) year from the date of execution of this
agreement by the parties, hereto, provided, however, the CITY retains the option to extend the term of the
contract on a year - to-year basis.
Any such renewal shall be accomplished by the CITY providing a written notice of renewal to
CONTRACTOR at least 30 days prior to expiration of the term. Any such renewal shall contain the same
provisions as the original contract, provided however, that the parties may agree to an increase or decrease
in compensation paid to the CONTRACTOR.
7. TEMPORARY SUSPENSION. The City Manager shall have the authority to suspend
this agreement, wholly or in part, for such period as he deems necessary due to unfavorable conditions or to
the failure on the part of the CONTRACTOR to perform any provisions of this agreement.
Fa
8. SUSPENSION; TERMINATION.
(a) Right to Suspend or Terminate. The CITY may suspend or terminate this agreement for
any reason by giving thirty (30) days written notice.
(b) Payment. Upon such suspension or termination, CONTRACTOR shall be paid for all
services actually rendered to CITY to the date of such suspension or termination; provided, however, if this
agreement is suspended or terminated for fault of CONTRACTOR, CITY shall be obligated to compensate
CONTRACTOR only for that portion of CONTRACTOR's services which are of benefit to CITY.
9. INSPECTION. CONTRACTOR shall furnish. CITY with every reasonable opportunity for CITY
to ascertain that the services of CONTRACTOR are being performed in accordance with the requirements
and intentions of this agreement. All work done and all materials furnished, if any, shall be subject to the
PROJECT MANAGER's inspection and approval. The inspection of such work shall not relieve
CONTRACTOR of any of its obligations to fulfill its agreement as prescribed.
10. ASSIGNMENT; EMPLOYEES.
(a) Assignment. Both parties shall give their personal attention to the faithful performance of
this agreement and shall not assign, transfer, convey, or otherwise dispose of this agreement or any right,
title, or interest in or to the same or any part thereof without the prior written consent of the other party,
and then only subject to such terms and conditions as the other party may require. A consent to one
assignment shall not be deemed to be a consent to any subsequent assignment. Any assignment without
such approval shall be void and, at the option of the other party, shall terminate this agreement and any
license or privilege granted herein. This agreement and any interest herein shall not be assignable by
operation of law without the prior written consent of the other party.
11. NOTICES. All notices hereunder shall be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
TO CITY: Office of the City Clerk
10300 Torre Avenue
Cupertino, CA 95014
TO CONTRACTOR: Attention of the PROJECT
DIRECTOR at the address of
CONTRACTOR recited above.
12. INTEREST OF CONTRACTOR. CONTRACTOR covenants that it presently has no interest,
and shall not acquire any interest, direct, or indirect, financial or otherwise, which would conflict in any
manner or degree with the performance of the services thereunder. CONTRACTOR further covenants
that, in the performance of this agreement, no subcontractor or person having such an interest shall be
employed. CONTRACTOR certifies that no one who has or will have any financial interest under this
agreement is an officer or employee of CITY. It is expressly agreed that, in the performance of the services
hereunder, CONTRACTOR shall at all times be deemed an independent contractor and not an agent or
employee of CITY.
13. INDEMNITY. CONTRACTOR hereby agrees to indemnify and save harmless CITY, its officers,
agents, and employees of and from:
(a) Any and all claims and demands which may be made against CITY, its officers, agents, or
employees by reason of any injury to or death of any person or damage suffered or sustained by any person
or corporation caused by, or alleged to have been caused by, any act or omission, negligent or otherwise, of
CONTRACTOR or any subcontractor under this agreement or of CONTRACTOR's or any
subcontractor's employees or agents;
(b) Any and all damage to or destruction of the property of CITY, its officers, agents, or
employees occupied or used by or in the care custody, or control of CONTRACTOR, or in proximity to the
site of CONTRACTOR's work, caused by any act or omission, negligent or otherwise, of CONTRACTOR
or any subcontractor under this agreement or of CONTRACTOR's or any subcontractor's employees or
agents.
(c) Any and all claims and demands which may be made against CITY, its officers, agents, or
employees by reason of any injury to or death of or damage suffered or sustained by any employee or agent
of CONTRACTOR or any subcontractor under this agreement, however caused, excepting, however, any
such claims and demands which are the result of the sole negligence or willful misconduct of CITY, it's
officers, agents, or employees;
(d) Any and all claims and demands which may be made against CITY, its officers, agents, or
employees by reason of any infringement or alleged infringement of any patent rights or claims caused or
alleged to have been caused by the use of arty apparatus, appliance, or materials furnished
CONTRACTOR or any subcontractor under this agreement; and
(e) Any and all penalties imposed or damages sought on account of the violation of any law or
regulation or of any term or condition of any permit.
CONTRACTOR, at its own cost, expense, and risk, shall defend any and all suits, actions, or other
legal proceedings that may be brought or instituted by third persons against CITY, its officers, agents, or
employees on any of the above claims or demands of such third persons, or to enforce any of the above
penalties, and pay and satisfy any judgment or decree that may be rendered against CITY, its officers,
agents, or employees in any such suit, action, or other legal proceedings.
14. WORKER'S COMPENSATION. CONTRACTOR certifies that it is aware of the provisions of
the Labor Code of the State of California which require every employer to be insured against liability for
worker's compensation or to undertake self - insurance in accordance with the provisions of that code, and it
certifies that it will comply with such provisions before commencing the performance of the work of this
agreement.
15. INSURANCE. CONTRACTOR, at its sole cost and expense, shall obtain and maintain in full
force and effect throughout the entire term of this agreement the insurance coverage of at least an "A ",
Class VII rating as determined in accordance with the insurance industry standard, insuring not only
CONTRACTOR, but also (with the exception of worker's compensation and employer's liability
insurance), CITY, its officers, agents, and employees, and each of them with respect to activities and
services performed by CONTRACTOR for or on behalf of CITY under the provisions of this agreement.
Certificates of such insurance, on the forms provided by CITY, shall be filed with CITY
concurrently with the execution of this agreement or, with CITY's approval, within ten (10) days
thereafter. Said certificates shall be subject to the approval of the City Attorney and shall contain an
endorsement stating that said insurance is primary coverage and will not be cancelled or altered by the
insurer except after filing with the City Clerk thirty (30) days' written notice of such cancellation or
4
alternation, and that the City of Cupertino is named as an additional insured. Current certificates of such
insurance shall be kept on file at all times during the term of this agreement with the City Clerk.
16. CONTRACT SECURITY. The CONTRACTOR shall furnish a surety bond in an amount equal
to three months of the contract price as security for the faithful performance of this Contract.
17. AGREEMENT BINDING. The term, covenant, and conditions of this agreement shall apply to,
and shall bind the heirs, successors, executors, administrators, assigns, and subcontractors of both parties.
18. WAIVERS. The waiver by either party of any breach or violation of any term, covenant, or
condition of this agreement or any provision, ordinance:, or law shall not be deemed to be a waiver of any
other term, covenant, condition, ordinance, or law or of any subsequent breach or violation of the same or
of any other term, covenant, condition, ordinance, or law.
The subsequent acceptance by either party of any fee or other money which may become due hereunder
shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term,
covenant, or condition of this agreement or of any applicable law or ordinance.
19. COSTS AND ATTORNEYS FEES. The prevailing party in any action brought to enforce the
terms of this agreement or arising out of this agreement may recover its reasonable costs and attorney's
fees expended in connection with such an action from the other party.
20. NONDISCRIMINATION. No discrimination shall be made in the employment of persons under
this agreement because of the race, color, national origin, ancestry, religion or sex of such person. If the
value of this agreement is, or may be $5,000 (Five Thousand Dollars) or more, CONTRACTOR agrees to
meet all requirements of the Cupertino Municipal Code; pertaining to nondiscrimination in employment and
to submit the "Compliance Report- Nondiscrimination Provisions of the City of Cupertino Contracts."
If CONTRACTOR is found in violation of the nondiscrimination provisions of this agreement or
the applicable affirmative action guidelines pertaining to this agreement, CONTRACTOR shall be found in
material breach of this agreement. Thereupon, CITY shall have the power to cancel or suspend this
agreement, in whole or in part, or to deduct from the amount payable to CONTRACTOR the sum of $250
(Two Hundred Fifty Dollars) for each calendar day during which CONTRACTOR is found to have been in
such noncompliance as damages for said breach of contract, or both.
21. WAGE RATES. There is no minimum age rate required for this agreement.
22. AGREEMENT CONTAINS ALL UNDERSTANDINGS. This document represents the entire
and integrated agreement between CITY and CONTRACTOR and supersedes all prior negotiations,
representations or agreements, either written or oral. This document may be amended only by written
instrument, signed by both CITY and CONTRACTOR. All provisions of this agreement are expressly
made conditions. This agreement shall be governed by the laws of the State of California.
P.O. No.
IN WITNESS WHEREOF, the parties have executed this Agreement, in duplicate, the day and year
first hereinabove written.
CITY OF CUPERTINO
By:
Mayor U
Attest:
City Clerk
Date: rnAA G lt /,-2- .2001
APPROVED S T/O FOR
City Attorney
Project Name & Number:
Contractor's Name & Address:
Agreement Amount:
Account Number:
File No:
CONTRACTOR:
ALL CITY MANAGEMENT SERVICES, INC.
BARON F ER
By:
Notary acknowledgment is required. If a
corporation, corporate seal and corporate
notary acknowledgment and Federal Tax
I.D. are required. If not a corporation, a
Social Security No. is required.
568 - -08 -2279 95- 3971517
Social Security # Federal Tax I.D. #
Contractor's License No.
Crossing Guard Services
All City Management Services
1749 South LaCienega Blvd.
Loa Angeles, CA. 90035
April 13, 2009
AMMoRANDM
PUBLIC WORKS DEPARTMENT
Ralph A. (walls, Jr., Director
CITY HALL
10300 TORRE AVENUE — CUP I TI l, CA 95014 -3266
(408) 777 --3354 — FAX (408) 777-3333
Paid W. Knapp, City Manager
FROM: Ralph Qualls, Director of Publi
Mi
00
cam
0
YGr
0
in
e
PAWN
0
O pm
0
bum
k'
Qj
M1:�
Ln
t
ai
i�i7
i i
Y:
-ii■
r
Qj
Cr
Ln
Ln
Lr)
1.+�J ••I�s}
• a
i r
Lo
0
a.
E
+
0
C
'�.a.r/��s'
�'..Y�ly�ar
ray� yr'
r '�iy
ICY
aj
r a
0
M
! ■
0
i •
L J
• 4
C)
■ !
-
66
,,.vayF.�yr
#
r .
j
* a
{
_
L3)
V-E
T-i
cn
T-i
0
C
}1'
CD
X-A
op
&b
pi
1 1
/ a .�
#�
i.14
a r
i■
&6
h/; 1y1:f'ti
1 1j
� {wv
' 4
'
�� ��
�
r r
• i
0
a r
M
• i
CD
.a
■ i
Q
s s
0 Ln
■•
CD
M
r ■
CD
O
r ■
CD
■J
�'={ u
{
JJ i
l
crnt
-0
Cy
kD
y
y
Ln
ro
c-
IL
C�
lqt
Ln
Ln
C
Ln
CYO
Ln
l
Ln
0
Ln
M
00
�'
0
O
0
C
C7
C]
O
ice[
mL-n
L n
C 1
m
Ln
m
0
Ln
CD
C)
0
a r
q! i
L Y
r#
■
��f 9
4 i J
r• :�
■
•■
r ■q
\ Y
pry ■� i
C Y J
.-a./� e
� i�
. a
a r
a t
r■
..y.. i7
i#
i s
;
s■
r■
0
LU
1
4p
ri
1
..��
E.L
+�
1 Y 1
CD
'may
L J
CD
25
r
Ln
N
r%4
i
T
k I
i
V-1
r
M
l Y i
}
\ N4
CD
ti Y i
CD
i
-
a ■
00
■ •
CD
• +
. �
O
/'. ..
r
• �
a i
00
}■ i
1-
■ s
M
• s
l
r ■
■ a
C
• �
w
?
Q
co cV
. .
C5
. r
64
• s
s ■
�
ro
4ii
�•�
�../
0
c
u
ra
_
y
_
_
rZ
0
i V
L
r V
ti
-r
C
F��
II'�''��''��
Ms
I''�'�
L V
LL
rr
4"ca
ai
4-J
ra
4 V
+ #
a 11
V)
u!
Ye'
F �
� #
RESOLUTION NO. 01 -024
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO
AUTHORIZING EXECUTION OF AN AGREEMENT WITH ALL CITY MANAGEMENT
SERVICES (ACMS) FOR CROSSING GUARDS AT EIGHT CUPERTINO SCHOOL SITES
WHEREAS, there has been presented to the City Council an agreement between All City
Management Services and the City of Cupertino for crossing guard services at eight Cupertino
school sites; and
WHEREAS, the provisions, terms, and conditions of the aforementioned agreement have
been reviewed and approved by the City Attorney and the Director of Public Works.
NOW, THEREFORE, BE IT RESOLVED that the City. Council of the City of Cupertino
hereby authorizes the Mayor and the City Clerk to execute said agreement on behalf of the City
of Cupertino.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of
Cupertino this 16 °i day of January, 2001, by the following vote:
Vote Members of the City Council
AYES: Burnett, Chang, James, Lowenthal
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST: APPROVED:
City Clerk Mayor, City of Cupertin