Item No. y.
TO: HONORABLE MAYOR AND MEMBERS OFTHE CITY COUNCIL
FROM: OFFICE OFTHE CITY MANAGER
BY: SCOTTL0UKSHNER'POLICE CHIEF
APPROVAL @FANAGREEMENT WITH ALL CITY MANAGEMENT SERVICES FOR
SUBJECT-
CROSSING GUARD OPERATIONS AND MANAGEMENT SERVICES
EXECUTIVE SUMMARY
The City Council will consider approving an agreement with All City Management Services for Crossing Guard Operations and Management Services. The Downey Police Department contracts all crossing guard services throughout the City. Contracted staff are responsible for ensuring the safety of pedestrians who are coming and going to community schools and supports the Ci1y's commitment to public safety and traffic management around school campuses. With the expiration of the current agreement, a new agreement is proposed for these aon/ioea for the City Counoi|'sreview and approval.
That the City Council:
1.Approvm an agrmmnner8 between the City of Downey and All City Management Services for crossing guard services, effective August 10, 2026, through August 9, 2029, which may be extended for up to two additional one-year terms upon mutual agreement bvboth parties; and,
2.Authorize the Mayor toexecute the agreement.
BACKGROUND
The City of Downey is committed to providing safe pedestrian access for students traveling to and from school.
The City's Crossing Guard Program plays avbal role in protecting school -aged children and other pedestrians by providing trained crossing 0umnJs at designated intersections during school arrival and dismissal dn)oa. The program enhances traffic safety, promotes orderly pedestrian crossings, and supports the City's overall commitment to public safety.
To ensure the continued delivery of these essential aorvimm. the City issued m Request for Proposals (RFP) seeking qualified firms to provide comprehensive operations and management services for the Crossing Guard Program. The requested services include recruitment, hiring, training, sohedu|ing, supen/ision, payroll administration, and overall program management to ensure consistent staffing and reliable service at all designated crossing locations.
On August A. 2018. the Downey Poke Department entered into an agreement with All City Management Services for crossing guard services. All City Management Services has provided a high standard of service during this contract, which included three additional one-year extensions. The current agreement isset toexpire nnAugust 9, 2028.
ANALYSIS
To procure a new contract, u Request for P URFPi for crossing guard services was issued on April 14. 2026' through Planet Bids. The RFPvvas publicly advertised for over 30days and solicited proposals from firms with demonstrated experience in the administration and management ofmunicipal crossing guard programs. The solicitation established minimum qum|ifications, operational requirornontn, staffing expecta1ions, training stundarda, performance rnemsuros, and evaluation criteria designed to ensure the continued delivery ofsafe, ro|imb|o, and professional crossing guard services throughout the City.
A total of two proposals were received and evaluated by City staff in accordance with the criteria established in the RFP One proposal was submitted byA.James Consulting Group. Upon review, staff determined that the proposal did not provide the level of demonstrated organizational capacity, operational experience, and established infrastructure necessary to offoodve|y manage the City's Crossing Guard Program. While the proposal addressed the required scope of sen/ioes, s|eK concluded that it did not demonstrate the same depth of experience or resources asthe competing proposal inthe areas ofrecruitment, sLaOing. LraininO, supervisinn, and day-to-day program management. During the interview process, it was stated that A. James Consulting Group planned to subcontract services through aiUirU unveUod vendor. This is contrary to the City's requirement that "crossing guard personnel providing services shall be direct employees of the contractor." Additionally, A.James Consulting Group affirmed they do not currently have any contracts with any municipality for crossing guard services and were unable todemonstrate the ability toperform.
The second proposal was submitted by All City Management Services, the City's longstanding provider of crossing guard operations and management services. Throughout its tenure with the City, All City Management Services has consistently provided reliable and professional omn/ioes, maintaining staffing at designated nohnn| crossing |ooationa, vvhi|o ensuring the safety of studonts, pedestriann, and the motoring public. The firnn's proposal demonstrated a continued commitment to providing qualified perannne|, comprehensive training, effective supervision, and responsive program management. In addition, All City Management's proposal came in at over $70.000 lower than the bid from A. James Consulting Group. Bused on its proven perfornnmnoe, operational oxperionoe, and familiarity with the City's needs, All City Management Son/ioea is well -positioned to continue delivering high'qua|iLycrossing guard services Lothe City of Dovvney.
Based on the results of the RFP evaluation process, staff determined that All City Management Services submitted the proposal that best satisfies the City's operational requirements and provides the greatest overall value. Their demonstrated experience, qualifications, organizational capacity, and successful management ofsimilar municipal crossing guard programs provide confidence in their ability io deliver safe, reliable, and professional services iothe City ofDowney.
Based on this eva!ua1ion, it is recommended that the City enter into a contractual agreement with All City Management Smn/ioms. effective August 10. 2026' through August S. 2020 for crossing guard smn/ioma. The agreement may be extended for up to two additional one-year terms upon mutual agreement by both parties.
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Fiscal Responsibility
Efficiency &Adaptability
Quality ofLife, Safety &Infrastructure
FKSCALKYNPACT
Approval of the recommended actions will result in an expenditure from the General Fund, Police Department Account No. 10-4-2170-0700 not to exceed $336,595 in year one, $346,675 in year two, and $357,076 in year three. If the agreement gets extended, year four would be $369,622 and year five would be $382,597. The amount in year one was included as part of the adopted FY 2026-2027 Operating Budget. Future year contract amounts will be included as part of the proposed budget process.
Attachments
Docusign Envelope ID: 3B575D64-A49A-BF31-81E4-9587574DE13E
CITY OF DOWNEY
PROFESSIONAL SERVICES AGREEMENT
WITH ALL -CITY MANAGEMENT SERVICES, INC.
FOR CROSSING GUARD SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this 28th day of July, 2026 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City") and All -City Management Services, Inc., a California Corporation, with its principal place of business at 10440 Pioneer Boulevard, Suite #5, Santa Fe Springs, CA 90670 ("Contractor").
City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Contractor.
Contractor desires to perform and assume responsibility for the provision of certain professional crossing guard services required by City on the terms and conditions set forth irl this Agreement. Contractor represents that it has demonstrated competence and experience in providing crossing guard services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Contractor to render professional crossing guard services ("Services") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Contractor promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform professional crossing guard services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from August 11, 2026 to August 10, 2029, unless earlier terminated as provided herein, with an option to extend for
Docusign Envelope ID: 3B575D60-A49A-8F31-8lE4-9587574DE13E two additional one-year periods by written amendment to this Agreement signed by the City Manager and the Contractor. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The term of this Agreement may be extended up to an additional five-year period by written amendment to this Agreement signed by the City Manager and the Contractor.
3.2 Responsibilities of Contractor.
3.2.1 Control and Pavment of Subordinates, Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to:
social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CalPERS) to be eligible for enrollment in CalPERS as an employee of City, Contractor shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for CalPERS 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.
3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference.
Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Services. The parties acknowledge that the Services may be amended by mutual agreement due to changes in circumstances, including changes in the performance schedules of other third parties performing work for the City, which affect the timing of Contractor's performance of the Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.
Va
Docusign Envelope ID: 3B575D6O-A49A-8F31-81E4-9587574DE13E
3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property, shall be promptly removed by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Baron Farwell, General Manager for Contractor.
3.2.5 City's Representative. The City hereby designates Chief Scott Loughner, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee.
3.2.6 Contractor's Reoresentatiye. Contractor hereby designates Brian Brooks, or his or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff at all reasonable times.
3.2.8 Standard of Care, Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the
Docusign Envelope ID: 3B575D60-A49A-8F31-81E4-9587574DE13E standard of care provided for herein. Any employee of the Contractor or its sub -Contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Services by the Contractor and shall not be re-employed to perform any of the Services under this Agreement.
3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at the time the Services are performed by Contractor and in any manner affecting the performance of the Services, including all applicable Cal/OSHA requirements, and shall give all notices required bylaw. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing if to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Contractor's violation of such laws, rules and regulations shall also constitute a material breach of this Agreement.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Contractor shall not commence the Services under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience with insurer, coverage or other special circumstances.
3.2.10.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. (1) Commercial General Liability (CGQ: Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if Contractor owns no autos, Code 8 (hired) and 9 (non- 4 Docusign Envelope 10: 3B575D60-A49A-8F31-81E4-9587574DE13E owned); and (3) Workers' Compensation : Workers' Compensation insurance as required by the State of California with Statutory Limits; (4) Employer's Liability Insurance.; and (5) Sexual Abuse or Molestation (SAM) Liability:
(B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) Commercial General Liability (CGQ: No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation: Workers' Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer's Liability: Employer's Liability limits of no less than $2,000,000 per accident for bodily injury or disease. Employer's Liability coverage maybe waived by the City if City receives written verification that Contractor has no employees; and (5) Sexual Abuse or Molestation (SAM) Liability Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $2,000,000 per occurrence or claim.
If the Contractor maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.3 Professional Liability (Errors & Omissions). Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years following completion of the Services or the Project, errors and omissions liability insurance appropriate to its profession. Such insurance shall be in an amount not less than $2000,000 per occurrence or claim and $2,000,000 in the aggregate, and shall be endorsed to include contractual liability. If the Consultant maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.3, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the Services performed by or on behalf of the Contractor, including materials, parts or
Docusign Envelope ID: 3B575D60-A49A-BF31-81E4-9587574DE13E equipment furnished in connection with such Services; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Contractor's insurance (at lease as broad as ISO Form CG 20 10 1185 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used). (B) Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein.
Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
(C) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the poficies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.
32.10.5 Primary Coverage. For any claims related to this Agreement, the Contractor's insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in anyway.
3.2.10.6 Separation of Insureds: No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers.
3.2.10.7 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City. City may require Contractor to provide proof of ability to pay losses and related investigations, claim administration and defense expenses and costs within the retention. The policy language shall provide or be endorsed to provide that the self -insured retention may be satisfied by either the named insured or City.
32.10.8 Acceptabilily of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A: Vll, authorized to do business in California, and satisfactory to the City.
6 Docusign Envelope ID: 38575❑60-A49A-8F31-81E4-9587574DE13E
3.2.10.9 Verification of Coverage. Contractor shall furnish City with original certificates of insurance, including all required amendatory endorsements (or copies of the applicable policy language effective coverage required by this provision) and a copy of the Declarations and Endorsement Page of the Commercial General Liability policy listing all policy endorsements to the City before the commencement of work under this Agreement.
However, failure to obtain the required documents prior to the commencement of work under this Agreement shall not waive the Contractor's obligation to provide them to the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time.
3.2.10.10 Claims -Made Policies. If any of the policies provide coverage on a claims -made basis:
(A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest, (B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement;
(C) If coverage is canceled, non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Contractor must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement.
3.2.11 Safetv. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporatedherein by reference. The total compensation shall not exceed three hundred thirty-six thousand, five hundred ninety-five dollars ($336,595) for year one (1) of the Agreement; three hundred forty-six thousand, six
Docusign Envelope ID: 3B575D60-A49A-8F31-81E4-9587574❑E13E hundred seventy-five dollars ($346,675) for year two (2) of the Agreement; three hundred fifty-seven thousand, seventy-six dollars ($357,076) for year three (3) of the Agreement; three hundred sixty-nine thousand, six hundred twenty-two dollars ($369,622) for optional year four (4) of the Agreement; and three hundred eighty-two thousand, five hundred ninety-seven dollars ($382,597) for optional year five (5) of the Agreement, without written approval of the City. Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Contractor shall submit to Downey Police Department a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor for each location/site. The statement shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Services, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager.
3.3.5 Reserved.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearlyidentifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time either for cause or for the City's convenience and without cause by giving written notice to Consultant of such
Docusign Envelope 1D: 3B575D60-A49A-8F31-81E4-9587574DE13E termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Consultant may only terminate this Agreement for cause upon giving the City not less than seven (7) calendar days' written notice.
Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. The City shall, within fifteen (15) calendar days following termination, pay the Contractor for all services adequately rendered and all reimbursable costs incurred by Contractor up to the date of termination, in accordance with the payment provisions of this Agreement.
The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein:
• Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; • Assignment of this Agreement or transfer of the Services by either party to any other entity without the prior written consent of the other parry; • Suspension of the Contractor's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; • Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Services, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such Documents and Data and other information within fifteen (15) days of the City's request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Docusign Envelope ID: 3B575p60-A49A-8F31-81E4-9587574DE13E Contractor:
City:
All City Management Services, Inc.
11643 Telegraph Road
Santa Fe Springs, California 90670
Phone: (310) 202-8284
Fax: (310) 202-8325
Email: www.thecrossingguardcompany.com
Attn: Brian Brooks, Chief Operating Officer
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Fax`. (562) 923-6388
Attn: City Manager
With a courtesy copy to:
City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data: Licensing of Intellectual Property_. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in 10 Docusign Envelope ID:3B575D60-A49A-BF31-81E4-9587574DE13E its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor.
Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services.
Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential.
Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party all reasonable costs incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification.
3.5.6.1 General Indemnification. Except as provided in subdivision
3.5.6.2 below which is applicable to "design professionals" only, Contractor shall defend (with counsel acceptable to City), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death (each a "Claim"), in any manner arising out of or incident to any alleged negligent acts, errors, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, and subcontractors related to or in connection with the performance of the Services or this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses.
Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers._ Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs I
Docusign Envelope ID: 3B575D84-A49A-8F31-81E4-9587574DE13E incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials' officers, employees, and agents or volunteers. Contractor shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City's own negligent acts, errors or omissions or willful misconduct. Furthermore, in the event that a court determines that liability for any Claim 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 Claim based upon the parties' respective degrees of culpability, as determined by the court, and Contractor's duty to indemnify City with respect to satisfaction of the judgment only (but not to costs of defense previously incurred by Contractor) will be limited accordingly.
3.5.6.2 'Design Professionals. The provisions of this subdivision
3.5.6.2 shall apply only in the event that Contractor is a "design professional" within the meaning of California Civil Code section 2782.8(c). If Contractor is a "design professional" within the meaning of Section 2782.8(c), then, notwithstanding subdivision3.5.6.1 above, to the fullest extent permitted by law (including, without limitation, Civil Code sections 2782 and 2782.6), Contractor shall defend (with legal counsel reasonably acceptable to City), indemnify and hold harmless City and City's officers, officials, employees, volunteers and agents from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Contractor, any subcontractor, subcontractor or any other person directly or indirectly employed by them or any person that any of them control, arising out of Contractor's performance of any task or service for or on behalf of City under this Agreement. Such obligations to defend, hold harmless and indemnify City or any City officers, officials, employees or volunteers shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of City or such City officers, officials, employees, volunteers and agents.
Contractor's cost to defend City and/or City's officers, officials, employees or volunteers against any such Claim shall not exceed Contractor's proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Contractor shall meet and confer with City (and, if applicable, other parties) regarding any unpaid defense costs. To the extent Contractor has a duty to indemnify City or any City officers, officials, employees, volunteers and/or agents under this subdivision 3.5.6.2, Contractor shall be responsible for all incidental and consequential damages resulting directly or indirectly, in whole or in part, from Contractor's negligence, recklessness or willful misconduct.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County. 12 Docusign Envelope ID: 3B575D60-A49A-8F31-81E4-9587574DE13E
3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.10 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.5.12 Assignment or Transfer. Neither party shall assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other party. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment, Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third -Party Beneficiaries. There are no intended third -party beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity: Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working 13 Docusign Envelope ID: 36575D60-A49A-8F31-81E4-9587574DE13E solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
3.5.20 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code 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 agrees to comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.
3.5.23 Effect of Conflict.
In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Contractor shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. Contractor shall ensure that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
14 Docusign Envelope ID: 38575D84-A49A-8F31-81E4-9587574DE13E
CITY OF DOWNEY,
a California municipal corporation
and charter city
uiauaia rrometa, Mayor
Attest:
Maria Alicia Duarte, CIVIC, City Clerk
Approved as to Form
L.
j_oW Funk, City Attorney
All -City Management Services,
a California Corporation
By: FSigned by:
9"44
riff Mbft-
Its: Chief Operating Officer
Attest:
Demetra Farwell, Corporate Secretary
Approved as to Form:
Legal Counsel
15 Docusign Envelope ID: 3B575D60-A49A-8F31-81E4-9587574DE13E EXHIBIT "A"
SCOPE OF SERVICES
The Contractor shall provide personnel properly trained as herein specified for the performance of duties of Crossing Guards. In the performance of their duties, the Contractor and employees of the Contractor shall conduct themselves in accordance with the conditions of this Agreement, the laws and codes of the State of California and the City of Downey, and the most current version of the California School Crossing Guard Training Program Administration and Training Guidelines, as issued by the California Department of Transportation, Active Transportation Resource Center.
The Contractor shall train, schedule, provide, and supervise personnel in accordance with the Agreement and the rules and regulations of the City of Downey.
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. Apparel and equipment shall be pre -approved by the Chief of Police or his designee.
Crossing Guard Services as set forth in the Agreement shall be provided by the Contractor at the following designated locations and times on all days on which the Downey Unified School District schools are in session:
16 Docusign Envelope ID: 3B575D60-A49A-8F31-81 E4-9587574DE1 3E 07:45- 07:45- 07:45- 07:45- 07A5-
{3xx2�tic.,'r��tt
Brookshire Ave. 08:45 08:45 oa:as DS:as 08:45
Gallatin Rd. A
3 � �s t� �� � }���;� 02:25- 02:25- 01:25- 02:25- 02:25- 16.33 p ISO Gallatin 587.88 03:45 03:45 02:25 03:45 03:45 I
(SW)
(3.33) (3.33) (3) (3.33) (3.33)
45yl�pt$ 07:45- 07:45- 07:45- 07:45- 07:45-
08:45 08:45 08:45 08:45 08:45
16.33 a Dunrobin Ave. Spry Approx. 587.88
St.
h1 4� A (
SE) 02:25- 02:25- 01:25- 02:25- 02:25-
180
03:45 03.45 02:25 03:45 03:45
(3.33) (3.33) (3) (3.33) (3.33)
A,
07:45- 07:45- 07:45- 07:45- 07:45-
Imperial Hwy. / La 08:45 08:45 08:45 08:45 08:45
ss y
Rein Ave. (Front of 02:15- 02:15- 01:15- 02:15- 02:15- 16.25 Approx. sas school) (5 am/N pm) 03:30 03:30 02:30 03:30 03:30 180
z 1 ti3
(3.25) (3.25) (3.25) (3.25) (3.25)
07:45- 07:45- 07:45- 07:45- 07:45-
Imperial Hwy. / 08:45 08:45 08:45 08:45 08:45
fi Paramount BI. 02:15- 02:15- 01:15- 02:15- 02:15- Approx. 1s.�s 1so 585
03:30 03:30 02:30 03:30 03:30
u �(NE
)
3.25 3.25 3.25 3.25 3.25
07:20- 07:20- 07:20- 07:20- 07:20-
08:40 08:40 08:40 08:40 08:40
t Laura St. / Old River Approx.
7�' � 02:25- 02:25- 01:20- 02:25- 0120- 19.08 686.88
School Rd. (NE) 03:45 03:45 02:45 03:45 03:20 180
M", , I W,
(3.67) (3.67) (3.75) (3.67) (4.33)
�.
07:00- 07:00- 07:00- 07:00- 07:00-
Cherokee Dr. 08:15 08:15 08:15 08:15 08:15
/
DowneyAve. Approx.
$ � � �02:50- 02:50- 02:50- 02:50- 12:15- 16.50 594
s' 03:50 03:50 0150 03:50 01:30 180
(Either side)
(3.25) (3.25) (3.25) (3.25) (3.50)
07:15- 07:15- 07:15- 07:15- 07:15-
08:30 08:30 08:30 08:30 08:30
Suva 5t. /Tweedy Ln.
9 02:15- 02:15- 12:50- 02:15- 02:15- Approx.
���� s 17.92 645.12
SW
( ) 03:30 03:30 02:30 03:30 03:30 180
(3.50) (3.50) (3.92) (3.50) (3.50)
71h St. / Muller -Rives 07:30- 07:30- 07:30- 07:30- 07:30- Approx. 10 � ~� � � 17.92 645.12
Ave. (NE) 08:45 08:45 08:45 08:45 08:45 180
17 Docusign Envelope ID: 3B575D60-A49A-8F31-81 E4-9587574DE1 3E «I �� 02:25- 02:25- _ 01:25- 02:25- 02:25-
03:45 03:45 02:45 03:45 03:45
(3.58) (3.58) (3.45) (3.58) (3.58)
,., ....ems....' a......._.—. .,.�..v. ....._gem w
q �fr 07.25- 07:25- 07.25- 07:25- 07:25-
�� 08:40 08:40 08:40 08:40 08:40
Adwen / Old River Approx.
02:00- 02:00- 12:55- 02:00- 01:45- 19.58 704.8$
School Rd. (NE) 03:30 03:30 02:45 03:30 03:45 180
(3.75) (3.75) (4.08) (3.75) (4.25)
FF{ �ti�l
Ir Rues Ave. /Stewart &
07:25- 07.25- 07.25- 07:25- 07:25-
Frt�r
Gray Rd.
z,
F 08:40 08:40 08:40 08:40 08:40
12 ��� 02:25- 02:25- 01:25- 02:25- 01:25- 18.25 Approx. 657 03:25 03:25 03:25 03:25 03:25
titr t �t ti31tF. � �
(5W) (3.25) (3.25) (4.25) (3.25) (4.25)
07:25- 07:25- 07.25- 07:25- 07:25-
� 08.40 08:40 08:40 08:40 08:40
��� � Approx. 13 / ( ) 02:00- 02.00- 01:00- 02:00- 01:45- ��} �},x. t.y„�,`�, RIVF.'S AdWefl E 21.08 758.8$
04:00 04:00 02:50 04:00 03:45 180
4.25 4.25 4.08 4.25 4.25)
07:15- 07:15- 07:15- 07:15- 07:15-
o
08:25 08:25 0825 08:25 08:25
Alameda/Patton (NE) Approx. rox.
�� ���F F � � 02:05- 02:05- 01:00- 02:05- 01:20- 18.25 180 fi57
03:30 03:30 02:15 03:30 03:15
(3.58) (3.58) (3.42) (3.57) (4.08)
0730- 07:30- 07.30- 07 30- 0730-
s#f 4
08:30 08:30 08:30 08:30 08:30
Barlin Ave. / Adoree Approx.
02:15- 02:15- 01:20- 02:15- 02:15- 15 180 540
(SE) 1
�t tb F
) 03:15 03:15 02:20 03:15 � 03:15
07:30- 07:30- 07:30- 07:30- 07:30-
08:30 08:30 08:30 08:30 08:30
Barlin Ave. / Approx.
1( �#y�� 02:15- 02:15- 01:20- 02c15- 02:15- 15 540
Gardendale 180
03:15 03:15 0120 03:15 03:15
18 DonsnEnvelope ID: a&a2GA4saq,a,E4- 87574DE1 3E
07�0 � 07�0 : a730- ?do7�o rA- 2
^ ( 0aa } @m 08:4 2: e: (
\y 2.
Lindsey Ave. / 02zn 2: - Uzo E: . 02z0 `
2a3
e,�
@D �@e , g: ( 8: Em � e: 2: .
»«��A :f
y ,
.
: (3.6}( $.6) A.6| (3.67)((3.6) .
19 Docusign Envelope ID: 3B575D60-A49A-8F31-81E4-9587574DE13E EXHIBIT "B"
COMPENSATION
The City shall pay the Contractor the sum of Thirty-one Dollars and Thirty-nine cents ($31.39) per hour, per guard during the contract initial term (year one) for the 2026/2027 school year. The City shall pay for no more than 10,723 hours per fiscal year, which includes 3,060 bonus hours at the sum of $31.39 per hour to maintain compliance with California wage and hours laws for employees working split shifts. The total cost for services for the first (initial term) year pursuant to this agreement shall not exceed $336,595.
City agrees to price increases as follows, which includes associated overhead and employer payroll taxes, unemployment, workers compensation fees and general liability insurance and projected inflationary factors.
• Contract Year 2: $32.33
• Contract Year 3: $33.30
• Optional Contract Year 4: $34.47
• Optional Contract Year 5: $35.68
Contractor has based price increases for years 2 -5 on industry minimum compensation levels and State of California mandated increases in Minimum Wage as follows:
• January 1, 2027: $17.41 per hour*
• January 1, 2028: $17.93 per hour*
• January 1, 2029: $18.47 per hour*
• January 1, 2030: $19.02 per hour*
Indicates projected 3% cost of living increase consistent with previous increases.
The total cost of services for years 2-5 pursuant to this Agreement shall not exceed the following amounts:
• Contract Year Two (2): $346,675
• Contract Year Three (3): $357,076
• Optional Contract Year Four (4): $369,622
• Optional Contract Year Five (5): $382,597
If the parties elect to extend this Agreement for an additional term, the parties shall determine the cost of services for additional term and amend this Agreement as set forth in Section 3.1.2. 21