Contract 2020-055A#2020-55-A
AGREEMENT NO. FOR
CROSSING GUARD MANAGEMENT SERVICES
THIS AGREEMENT, is made and entered into this s day of 6,��
2020, by and between the CITY OF CLERMONT, FLORIDA, a municipa corporation
under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont,
Florida, (hereinafter referred to as "CITY"), and ALL CITY MANAGEMENT
SERVICES, INC., whose address is: 10440 Pioneed Blvd., Suite 5, Santa Fe Springs, CA
90670, (hereinafter referred to as "CONTRACTOR").
WHEREAS, the City of Clermont issue RFP 20-027 titled Crossing Guard Services;
WHEREAS, CONTRACTOR submitted its response dated July 2, 2020 to RFP 20-027;
WHEREAS, CITY desires to award a contract to CONTRACTOR in accordance with the
terms and conditions of RFP 20-027 and CONTRACTOR's response thereto;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I — SCOPE OF WORK
The CONTRACTOR shall provide crossing guard management services as described in
CITY's RFP 20-027 and CONTRACTOR's July 2, 2020 response thereto, which are
expressly incorporated herein and made a part of the Agreement Documents hereto and
shall do everything required by this Agreement and the Agreement Documents. Provided,
however, that nothing herein shall require CITY to purchase or acquire any items or
services from CONTRACTOR.
ARTICLE II — THE CONTRACT SUM
CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth
in the Agreement Documents and the Unit Price Schedule an amount in accordance with
the compensation schedule set forth in Exhibit "A", attached hereto and incorporated
herein.
ARTICLE III — PROVISION OF SERVICES AND COMPLETION OF WORK
1. The CONTRACTOR shall only provide to CITY crossing guard services upon
receipt of an authorized order from CITY and shall provide the requested items in
the timeframe and as set forth in RFP No.: 20-027 or in the specific purchase order
or authorized order submitted by CITY. Nothing herein shall obligate CITY to
purchase any specific amount of product from CONTRACTOR or create an
exclusive purchase agreement between CITY and CONTRACTOR. CITY shall
not be obligated or required to pay for any items received until such time as CITY
has accepted the items in accordance with the order provided to CONTRACTOR.
2. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify
CITY if it has an issue or question related to the fulfillment of the order or whether
there will be any delay in providing the items requested. Failure of
CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking
payment of any kind for any items that were delayed in delivery. Upon receipt of
notification of the delay, CITY may at its sole option cancel the order and seek the
items from any available source.
3. It is expressly understood and agreed that the passing, approval and/or acceptance
of any crossing guard management services herein by CITY or by any agent or
representative as in compliance with the terms of this Contract shall not operate as
a waiver by the CITY of strict compliance with the terms of this Contract and the
CITY may require the CONTRACTOR replace the accepted crossing guard
management services so as to comply with the warranties and specifications hereof.
4. COMPANY specifically acknowledges that this Contract does not bind or obligate
CITY to purchase any minimum quantity of product during the term hereof.
ARTICLE IV — TERM AND TERMINATION
This Agreement is to become effective upon execution by both parties, and shall
remain in effect for a period of two (2) years thereafter, unless terminated or
renewed as provided for herein.
2. Notwithstanding any other provision of this Agreement, CITY may, upon written
notice to CONTRACTOR, terminate this Agreement: a) without cause and for
CITY's convenience upon thirty (30) days written notice to CONTRACTOR; b) if
CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general
assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with
any of the conditions of provisions of this Agreement; or e) CONTRACTOR is
experiencing a labor dispute, which threatens to have a substantial, adverse impact
upon the performance of this Agreement, without prejudice to any other right or
remedy CITY may have under this Agreement. In the event of such termination,
CITY shall be liable only for the payment of all unpaid charges, determined in
accordance with the provisions of this Agreement, for work, properly performed
and accepted prior to the effective date of termination.
3. Upon mutual Agreement of the parties, this Agreement may be renewed for four
(4) additional one (1) year terms. Sixty (60) days prior to completion of each
extended term of this Agreement, CONTRACTOR may request and the City may
consider an adjustment to price based on changes in the Consumer Price Index
(CPI).
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ARTICLE V — PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents,
CONTRACTOR shall submit an invoice to CITY upon completion of the services and
delivery of products to CITY as set forth in the applicable purchase order. CITY shall
make payment to the CONTRACTOR for all accepted deliveries and undisputed products
delivered and services provided, within thirty (30) calendar days of receipt of the invoice.
ARTICLE VI — DISPUTE RESOLUTION - MEDIATION
1. Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to voluntary
arbitration or the institution of legal or equitable proceedings by either party.
2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and
other matters in question between them by mediation.
3. The parties shall share the mediator's fee and any filing fees equally. The mediation
shall be held in Clermont, Lake County, Florida, unless another location is mutually
agreed upon. Agreements reached in mediation shall be enforceable as settlement
Agreements in any court having jurisdiction thereof.
ARTICLE VII — INSURANCE AND INDEMNIFICATION RIDER
1. Worker's Compensation Insurance — The CONTRACTOR shall take out and
maintain during the life of this Agreement, Worker's Compensation Insurance for
all its employees connected with the work of this Project and, in case any work is
sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to
provide Worker's Compensation Insurance for all of the subCONTRACTOR
employees unless such employees are covered by the protection afforded by the
CONTRACTOR. Such insurance shall comply with the Florida Worker's
Compensation Law. In case any class of employees engaged in hazardous work
under this Agreement at the site of the Project is not protected under the Worker's
Compensation statute, the CONTRACTOR shall provide adequate insurance,
satisfactory to the CITY, for the protection of employees not otherwise protected.
2. CONTRACTOR's Commercial General Liability Insurance — The
CONTRACTOR shall take out and maintain during the life of this Agreement,
Commercial General Liability and Business Automobile Liability Insurance as
shall protect it from claims for damage for personal injury, including accidental
death, as well as claims for property damages which may arise from operating under
this Agreement whether such operations are by itself or by anyone directly or
indirectly employed by it, and the amount of such insurance shall be as follows:
(a) CONTRACTOR's Commercial General Liability, $1,000,000 Each,
($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, &
Property Damage Combined Single Limit
(b) Automobile Liability Coverages, $1,000,000 Each, Bodily Injury &
Property Damage Occurrence, Combined Single Limit
Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall
be amended to provide coverage on an occurrence basis.
3. Indemnification Rider
(a) To the fullest extent permitted by law, the CONTRACTOR shall indemnify
and hold harmless the CITY and its employees from and against all claims,
damages, losses and expenses, including but not limited to reasonable
attorney's fees, arising out of or resulting from its performance of the Work,
provided that any such claim, damage, loss or expense (1) is attributable to
bodily injury, sickness, disease or death, or to injury to or destruction of
tangible property (other than the Work itself) , and (2) is caused in whole or
in part by any negligent act or omission of the CONTRACTOR, any
subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable, regardless of whether or
not such acts are caused in part by a party indemnified hereunder. Such
obligation shall not be construed to negate, abridge, or otherwise reduce any
other right to obligation of indemnity which would otherwise exist as to any
party or person described in this Article.; however, this indemnification
does not include the sole acts of negligence, damage or losses caused by the
CITY and its other contractors. Nothing in this Paragraph, however, is
intended to waive CONTRACTOR's right to contribution from the CITY
under the Uniform Contribution Among Tortfeasors Act, Florida Statutes
§768.31
(b) The CONTRACTOR hereby acknowledges receipt of ten dollars and other
good and valuable consideration from the CITY for the indemnification
provided herein.
ARTICLE VIII — NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with
return receipt requested and postage prepaid, or by nationally recognized overnight courier
service to the address of the party set forth below. Any such notice shall be deemed given
when received by the party to whom it is intended.
CONTRACTOR: All City Management Services, Inc.
10440 Pioneer Blvd., Suite 5
4
Santa Fe Springs, CA 90670
Attn: Demetra Farwell, Director of Administrative
Services
OWNER: City of Clermont
Attn: Darren S. Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE IX — MISCELLANEOUS
Attorneys' Fees — In the event a suit or action is instituted to enforce or interpret
any provision of this Agreement, the prevailing parry shall be entitled to recover
such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any
appeal, in addition to all other sums provided by law.
2. Waiver — The waiver by city of breach of any provision of this Agreement shall not
be construed or operate as a waiver of any subsequent breach of such provision or
of such provision itself and shall in no way affect the enforcement of any other
provisions of this Agreement.
3. Severability — If any provision of this Agreement or the application thereof to any
person or circumstance is to any extent invalid or unenforceable, such provision, or
part thereof, shall be deleted or modified in such a manner as to make the
Agreement valid and enforceable under applicable law, the remainder of this
Agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this Agreement shall be valid and
enforceable to the fullest extent permitted by applicable law.
4. Amendment — Except for as otherwise provided herein, this Agreement may not be
modified or amended except by an Agreement in writing signed by both parties.
5. Entire Agreement — This Agreement including the documents incorporated by
reference contains the entire understanding of the parties hereto and supersedes all
prior and contemporaneous Agreements between the parties with respect to the
performance of services by CONTRACTOR.
6. Assigning — Except in the event of merger, consolidation, or other change of
control pursuant to the sale of all or substantially all of either party's assets, this
Agreement is personal to the parties hereto and may not be assigned by
CONTRACTOR, in whole or in part, without the prior written consent of city.
7. Venue — The parties agree that the sole and exclusive venue for any cause of action
arising out of this Agreement shall be Lake County, Florida.
5
Applicable Law — This Agreement and any amendments hereto are executed and
delivered in the State of Florida and shall be governed, interpreted, construed and
enforced in accordance with the laws of the State of Florida.
9. Public Records — Contractor expressly understands records associated with this
project are public records and agrees to comply with Florida's Public Records law,
to include, to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated herein.
(b) Provide the public with access to public records on the same terms and
conditions that the CITY would provide the records and at a cost that does
not exceed the cost provided in this Florida's Public Records law or as
otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost,
to the CITY all public records in possession of CONTRACTOR upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure
requirements. CONTRACTOR shall use reasonable efforts to provide all
records stored electronically must be provided to the CITY in a format that
is compatible with the information technology systems of the CITY.
(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTRACTOR SHALL
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT
CITY CLERK'S OFFICE, (352) 241-7331.
ARTICLE X — AGREEMENT DOCUMENTS
The Agreement Documents, as listed below are herein made fully a part of this Agreement
as if herein repeated.
Document Precedence:
This Agreement
2. Purchase Order / Notice To Proceed
2
3. An applicable Contractor Quote or Statement of Work
4. All documents contained in City of Clermont RFP 20-027 and any amendments
hereto.
5. CONTRACTOR's July 2, 2020 response to RFP 20-027.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this S day of 2020.
City of Clermont
Attest:
jj-Q
Tracy Ackroyd Howe, City Clerk
All City Management Services, Inc.
B ".-J
ignature) 1 /
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(Name & Title Printed or Typed)
Attest:
1q4--z--t4
rporate Sec etary
(Name Printed or Typed)
7
Billing Rate: $24.81
EXHIBIT A
All City Management Services Inc.
Client Worksheet 2020/2021 & 2021/2022
City of Clermont
685 W. Montrose St.
Clermont, FL 34711
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
Sites with traditional calendar 2020/2021:
12 180 $24.56 = $53,049.60
6 Sites at 2.0 hrs per day Total Hrs/day X days/yr X Hourly Billing Rate
TOTAL PROJECTED HOURS 2160 TOTAL ANNUAL PROJECTED COST $53,049.60
Sites with traditional calendar 2021/2022:
12 1 1 180 1 1 $24.56 1 1 $53,049.60
6 Sites at 2.0 hrs per day Total Hrs/day X days/yr X Hourly Billing Rate
TOTAL PROJECTED HOURS 2160 TOTAL ANNUAL PROJECTED COST $53,589.60
TOTAL PROJECTED HOURS FOR 2 YRS 4320 TOTAL PROJECTED FOR 2 YRS $106,099.00
SECTION — B
STATEMENT OF WORK
The City of Clermont is seeking the services of a qualified respondent(s) with experience
in crossing guard management and services to provide six (6) fully trained crossing
guards at six (6) crossing guard posts, Monday through Friday, excluding days when
schools are not in session. The total hours for crossing guard services being sought is a
maximum of two (2) hours per guard per location, or a weekly average of sixty (60) service
hours, with service decreasing or increasing contingent on school scheduled and City
desires.
The successful respondent(s) will be able to fully manage crossing guard services
including the following:
1. Provide fully trained and equipped crossing guards for each of the crossing guard
locations within City limit.
2. Provide a program manager who will coordinate crossing guard services with the
City liaison.
3. Provide a supervisor to ensure guard activities are taking place at the required
places and times and that guards are complying with the proper safety procedures.
4. Provide fully trained and equipped alternate personnel to ensure all contracted
locations are covered in the event regular personnel are absent.
5. The firm shall have a Pre -employment Screening Program for crossing guards that
includes: employment reference check, criminal background check/fingerprint
service, and social security verification.
6. Provide crossing guards with identification badges, a standardized uniform and
proper weather apparel and gear, approved by City, which will be worn at all times,
while performing their duties.
7. Provide all crossing guards with handheld stop signs and reflective vest which will
be worn at all times to comply with State laws and regulations.
8. All crossing guards provided by the successful responded must be trained by the
successful respondent. Training must include State and City laws and codes
pertaining to general pedestrian safety and school crossing areas. Training must
also include general traffic safety for pedestrians, motorists, and crossing guards.
Crossing guards must also be trained in first aid and CPR, in accordance with Red
Cross certification guidelines. The successful respondent must provide copies of
training certificates and CPR certifications for each crossing guard prior to
providing services and annually thereafter. A copy of all training materials must
be included in the proposal.
RFP No: 20-027
Page 10 of 26
SECTION — B
STATEMENT OF WORK
9. Provide the City with a monthly schedule, in advance, of the locations to be
serviced, the personnel deployed at those locations, and the start and end times
of each shift at each location.
10. The successful respondent must be prepared to hire existing City crossing guards
that are interested in transitioning from City employment. Existing crossing guards
that are transition to the successful respondent employment must be provided
training, certifications, and equipment as described above.
11.The successful respondent must investigate all public complaints concerning
crossing guard services. In the event of a complaint, the successful respondent
must contact the City liaison, within twenty-four (24) hours to advice status of
remedy/resolution of said complaint. The successful respondent must furnish a
written report of the incident to the City liaison within five (5) business days after
the occurrence.
12.On a quarterly basis, the firm's supervisor must be required to meet with school
representatives for evaluation and comments, and City staff to assess and discuss
existing problems that may have occurred. A quarterly report, to be approved by
the City, is to be submitted at the end of each quarter.
13. Successful respondent must provide crossing guard coverage for the school
locations listed below. Other additions and deletion of locations will be at the same
hourly rate and daily hours allowed per location and will be subject to the approval
of the City Manager or designee.
Lake County Schools
Crossing Guard Location
j Cypress Ridge Elementary
Position 1: Intersection of East Ave. and
350 East Ave., Clermont, FL
Oak Street
Clermont Middle
Position 2: East Ave. and SR. 50
301 East Ave., Clermont, FL
Clermont Elementary
Position 3: Intersection of Bloxam Ave.
680 E. Highland Ave., Clermont, FL
and East Desoto Street
Position 4: Bloxam Ave. and SR. 50.
Lost Lake Elementary
Position 5: Crosswalk in front of school.
i 1901 Johns Lake Road, Clermont, FL
RFP No: 20-027
Page 11 of 26
SECTION — B
STATEMENT OF WORK
Imagine South Lake Charter Position 6: Crosswalk in front of school.
2750 Hartwood Marsh Rd., Clermont, FL
Respondents must provide a detailed budget for the scope of services listed above.
Successful respondent will bill for services on a monthly basis. Crossing guard services
will start at the beginning of the Lake County school year beginning August 10, 2020
through May 28, 2021.
END OF SECTION — B
RFP No: 20-027
Page 12 of 26