Vers.: Aug. 5, 2019
AMENDMENT NO. 1 TO CONTRACT NO. C24187853
BETWEEN THE CITY OF PALO ALTO AND
ALL CITY MANAGEMENT SERVICES, INC.
This Amendment No. 1 (this “Amendment”) to Contract No. C24187853 (the “Contract” as defined below) is entered into as of October 21, 2024 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ALL CITY MANAGEMENT SERVICES, INC., a California corporation, located at 10440 Pioneer Blvd., Suite 5, Santa Fe Spri ngs, CA 90670 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Part ies” in this Amendment.
R E C I T A L S
A. T he Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing and perform crossing guard services, as detailed therein.
B. T he Parties now wish to amend the Contract in order to increase compensation by $228,768.00, for a new total amount of $4,149,632.64, and add additional contingency funding of 10% of the contract total, for a new not-to-exceed amount of $4,564,595.93 for additional crossing guards at new locations.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. C24187853 between CONSULTANT and CITY, dated August 7, 2023.
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 4 “NOT TO EXCEED COMPENSATION ” of the Contract is hereb y amended to read as follows:
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Four Million One Hundred Forty-Nine Thousand Six Hundred Thirty-Two Dollars and Sixty-Four Cents ($4,149,632.64). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
Docusign Envelope ID: 071E8B43-6185-4414-B112-E08419A16750 Vers.: Aug. 5, 2019
Optional Additional Services Provision (This provision applies only if checked and a not- to-exceed compensation amount for Additional Services is allocated below under this Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Four Hundred Fourteen Thousand Nine Hundred Thirty-Two Dollars and Sixteen cents ($ 414,932.16) for the performance of Additional Services (as defined below). The total compe nsation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Four Million Five Hundred Sixty-Four Thousand Five Hundred Ninety-Five Dollars and Ninety-Three cents ($4,564,595.93), as detailed in Exhibit C. “Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A . CITY ma y elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, writt en authorization from CITY as detailed in this Section. Additional Services , if any, sh all be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A- 1, entitled “PROFESSIONAL SERVICES TASK O RDER”. Each Ta sk Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this A greement.
Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT sh all sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Tas k Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be c ompensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4 . Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.
SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “A” entitled “SCOPE OF SERVICES”, ADDED, AMENDED.
Docusign Envelope ID: 071E8B43-6185-4414-B112-E08419A16750 Vers.: Aug. 5, 2019
b. Exhibit “C-1” entitled “SCHEDULE OF RATES ”, AMENDED, REPLACES PREVIOUS.
SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 5. Incorporation of Recitals . Th e recita ls set forth a bove are t erms of this Amendment and are fully incorporated herein by this reference.
Docusign Envelope ID: 071E8B43-6185-4414-B112-E08419A16750 Vers.: Aug. 5, 2019
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
_____________________________
City Manager
APPROVED AS TO FORM:
_____________________________
City Attorney or designee
ALL CITY MANAGEMENT SERVICES
By:______________________________
Name:___________________________
Title:____________________________
By:______________________________
Name:___________________________
Title:____________________________
Attachments:
Exhibit “A” entitled “SCOPE OF SERVICES”, ADDED, AMENDED.
Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES PREVIOUS.
Docusign Envelope ID: 071E8B43-6185-4414-B112-E08419A16750 Baron Farwell
President
Demetra Farwell
Secretary
Vers.: Aug. 5, 2019
EXHIBIT A
SCOPE OF SERVICES
AMENDMENT 1 - ADDED, AMENDED
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”.
1. CONSULTANT Shall Provide or Perform the following:
a. Provide crossing guard services at each location listed on “Crossing Guard Locations” on the days and during specific hours designated by the City b. Coordinate any location and schedule changes directly with the City c. Provide payroll and workers’ compensation coverage for all guards d. Provide training to all new hires
e. Maintain a sufficient number of alternate guards and guarantee crossing coverage for absent or sick guards
f. Supply all necessary equipment including signs, traffic vests, whistles and raincoats g. Submit invoices to the City of Palo Alto on a monthly basis for the number of hours worked by crossing guards during the previous month h. Maintain quarterly contact with the Police Department representative for quality assurance of the program
2. Crossing Guard Locations, Days and Hours:
a. CONSULTANT shall be responsible for providing crossing guard services during the normal school year session and the summer school session. The normal schoolyear session is composed of 180 school days per year. The summer school session is composed of 19 school days per year. The exact dates that schools are in session are published and coordinated by the Palo Alto Unified School District.
The most accurate calendar for verifying in-session days is on the School District’s website.
b. CONSULTANT will provide crossing guard services on all days that school is in session, at the designated locations, during the designated hours. Currently, there are 30 (+/-1) intersections that require a crossing guard during the normal school year. The City will typically require crossing guards at 12 intersections during the Summer school session. The School District changes the summer school locations from year to year which will require the City to change the summer school crossing guard locations. The City of Palo Alto will notify the CONSULTANT in advance for summer school locations and times.
c. The City reserves the right to add, delete or revise the crossing guard locations and times, provided that CONSULTANT is given 30 days written notification of any proposed changes.
3. CONSULTANT Shall Maintain the Following Minimum Standards for Crossing Guards:
a. Must have a minimum of an eighth-grade education
Docusign Envelope ID: 071E8B43-6185-4414-B112-E08419A16750 Vers.: Aug. 5, 2019
b. Be able to read, write and speak English
c. Be a minimum of 18 years old
d. Not have any felony convictions, misdemeanor convictions involving crimes against children, or convictions involving any violent crime e. Not be a registered sex offender or narcotics offender f. Demonstrate the following abilities and characteristics; g. Minimum of average intelligence
h. Good physical condition, including sight and hearing i. Mental alertness
j. Neat appearance
k. Good character
l. Dependability
m. Sense of responsibility for the safety of children
n. Good verbal communication skills
o. Familiarity with traffic rules and regulations
4. Appearance & Behavior
a. Crossing Guards will not hold anything in their hands while working, except for their issued stop sign. An example of this would be the Crossing Guard’s cellphone.
b. Crossing guards will use appropriate language and refrain from using profanity. c. Crossing Guards must at all times display visible picture identification showing they are an employee of the CONSULTANT
d. Crossing Guards shall wear acceptable attire at all times which may be periodically subject to review by the City
e. Crossing Guards shall wear their traffic vests at all times while performing crossing duties
5. CONSULTANT’s Supervisors Shall Perform the Following Duties:
a. A local area supervisor shall be available at all times to see that guard activities are taking place at required locations and times. b. The supervisor shall assign schedules, monitor and supervise crossing guards when necessary and have a vehicle to travel to work sites. c. The supervisor shall visit each school site once a month. d. The supervisor must be available to the City returning phone calls as soon as possible but in all cases within 30 minutes.
e. The supervisor must be available to respond to problems and/ or complaints. f.
In addition to the minimum standards set forth above, the supervisor must have a minimum of a high school education and a valid California driver’s g. As requested, the area supervisor will provide pedestrian and bike counts for intersections.
Docusign Envelope ID: 071E8B43-6185-4414-B112-E08419A16750 Vers.: Aug. 5, 2019
6. Absent Crossing Guards
a. CONSULTANT will maintain standard procedures that require crossing guards to notify the area supervisor if they will be tardy or absent for their shift.
b. When crossing guards are absent, it is the responsibility of CONSULTANT and the area supervisor to staff the location with alternate personnel. c. The area supervisor shall immediately notify the Traffic Supervisor if there will be any delay or absence in providing intersection coverage.
7. Training and Orientation
a. Training and orientation shall be provided prior to deploying any crossing guards. b. All training and orientation procedures shall be subject to the approval of the City of Palo Alto.
8. Crossing Guard Locations
El Camino /
W.Charleston
1 A.M. 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
60 P.M 02:25 -
03:40
02:25 - 03:40 01:30 -
02:20
02:25 - 03:40 02:25 -
03:40
50 El Camino / Maybell Ave 2 A.M. 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
60 P.M 02:25 -
03:40
02:25 - 03:40 01:30 -
02:15
02:25 - 03:40 02:25 -
03:40
50 El Camino /
Margarita Ave
3 A.M. 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
60 P.M 02:30 -
03:45
02:30 - 03:45 01:40 -
02:30
02:30 - 03:45 02:30 -
03:45
45 El Camino/Los Robles
Ave
4 A.M. 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
60 P.M 02:30 -
03:45
02:30 - 03:45 01:20 -
02:25
02:30 - 03:45 02:30 -
03:45
45 El Camino / Stanford Ave 5 A.M. 07:30 -
08:20
07:30 - 08:20 07:30 -
08:20
07:30 - 08:20 07:30 -
08:20
50 P.M 02:20 -
03:30
02:20 - 03:30 01:20 -
02:10
02:20 - 03:30 02:20 -
03:30
50 El Camino / Los Altos Ave 6 A.M. 07:40 -
08:40
07:40 - 08:40 07:40 -
08:40
07:40 - 08:40 07:40 -
08:40
60 P.M 02:30 -
03:30
02:30 - 03:30 02:30 -
03:30
02:30 - 03:30 02:30 -
03:30
60 Arastradero/ Donald Dr 7 A.M. 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
60 P.M 02:20 -
03:40
02:20 - 03:40 01:30 -
02:20
02:20 - 03:40 02:20 -
03:40
80 Arastradero/
Coulombe Dr
8 A.M. 07:30 -
08:20
07:30 - 08:20 07:30 -
08:20
07:30 - 08:20 07:30 -
08:20
50 P.M 02:20 -
03:40
02:20 - 03:40 01:30 -
02:20
02:20 - 03:40 02:20 -
03:40
60 Coulombe / Maybell Ave 9 A.M. 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
60 P.M 02:20 -
03:25
02:20 - 03:25 01:25 -
02:15
02:20 - 03:25 02:20 -
03:25
55 Charleston / Alma St 10 A.M. 07:30 -
08:15
07:30 - 08:15 07:30 -
08:15
07:30 - 08:15 07:30 -
08:15
45 P.M 02:35 -
03:50
02:35 - 03:50 01:30 -
02:20
02:35 - 03:50 02:35 -
03:50
60 Alma / Meadow Dr 11 A.M. 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
60 Docusign Envelope ID: 071E8B43-6185-4414-B112-E08419A16750 Vers.: Aug. 5, 2019
P.M 02:30 -
03:30
02:30 - 03:30 01:40 -
02:20
02:30 - 03:30 02:30 -
03:30
60 E. Meadow / Waverley St 12 A.M. 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
60 P.M 02:00 -
03:30
02:00 - 03:30 01:30 -
02:20
02:00 - 03:30 02:00 -
03:30
90 E. Charleston / Nelson Dr 13 A.M. 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
60 P.M 02:00 -
03:30
02:00 - 03:30 01:30 -
02:30
02:00 - 03:30 02:00 -
03:30
60 E.Charleston / Carlson Ct 14 A.M. 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
60 P.M 02:00 -
03:30
02:00 - 03:30 01:30 -
02:30
02:00 - 03:30 02:00 -
03:30
55 E. Meadow / Middlefield 15 A.M. 07:30 - 07:30 - 08:30 07:30 - 07:30 - 08:30 07:30 - 60 P.M 02:00 -
03:30
02:00 - 03:30 01:30 -
02:30
02:00 - 03:30 02:00 -
03:30
60 Stanford Ave./Escondido Rd. 16 A.M. 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
60 P.M 02:00 -
03:30
02:00 - 03:30 01:30 -
02:30
02:00 - 03:30 02:00 -
03:30
60 E. Meadw Dr./Cowper Ave. 17 A.M. 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
07:30 - 08:30 07:30 -
08:30
60 P.M 02:00 -
03:30
02:00 - 03:30 01:30 -
02:30
02:00 - 03:30 02:00 -
03:30
60 Docusign Envelope ID: 071E8B43-6185-4414-B112-E08419A16750 Vers.: Aug. 5, 2019
EXHIBIT C-1
SCHEDULE OF RATES
AMENDMENT 1 - AMENDED, REPLACES PREVIOUS
CONSULTANT’s schedule of rates is as follows:
2023-2024 31 180 4 $30.47
2024 Summer 12 19 4 $30.47
2024-2025 33 180 4 $32.10
2025 Summer 14 19 4 $32.10
2025-2026 33 180 4 $33.73
2026 Summer 14 19 4 $33.73
2026-2027 33 180 4 $35.39
2027 Summer 14 19 4 $35.39
2027-2028 33 180 4 $37.08
2028 Summer 14 19 4 $37.08
Docusign Envelope ID: 071E8B43-6185-4414-B112-E08419A16750