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HomeMy WebLinkAboutContract 48895 CITY SECRETARY / E CONTRACT N0. ` G`�.1 pF FppRE�a�`� PROFESSIONAL SERVICES AGREEMENT All City Management ServiceN,Inc. This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through Valerie Washington, its duly authorized Assistant City Manager, and All City Management Services, Inc. ("Vendor"), a California Corporation, and acting by and through Demetra Farwell, its duly authorized Corporate Secretary, each individually referred to as a "party" and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Professional Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule; and 4. Exhibit C—Verification of Signature Authority Form. Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Vendor hereby agrees to provide a full-service program to provide school crossing guard service for the City of Fort Worth, Texas. The Vendor shall fully administer and coordinate the program. Exhibit "A,"-Scope of Services more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on February 8,2017 ("Effective Date") and shall expire on February 7, 2018 ("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term"). City shall have the option, in its sole discretion,to renew this Agreement for up to four(4) one-year renewal options. If City exercises its option to renew, Vendor shall then have the option to consent to City's exercise of the renewal option. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—Price Schedule. Total payment made under this Agreement for the first year by City shall not exceed in the amount of One million Four Hundred Ninety-Five Thousand Eight Hundred Forty-Four Dollars ($1,495,844.00).Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL,RECORD CITY SECRETARY Professional Services Agreement "rT. WORTH,TX P ge 1 of 15 4. TERMINATION. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days'written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement.In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information.Vendor, for itself and its officers, agents and employees,agrees that it shall treat all information provided to it by City("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised,in which event,Vendor shall,in good faith,use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this contract,or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records,including, but not limited to, all electronic records, of Vendor involving transactions relating to this Contract at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. Professional Services Agreement Page 2 of 15 It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subVendor. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, BUT ONLY TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICA TION-VENDOR HEREB Y CO VENANTS AND A GREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,BUT ONLY TO THE EXTENT CAUSED BY THE NEGLIGENTA CTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may Professional Services Agreement Page 3 of 15 receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement.If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation;or(b)modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City.If City grants consent to an assignment,the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Vendor shall provide City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of the providing services under this Agreement."Any vehicle"shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Professional Services Agreement Page 4 of 15 Statutory limits Employer's liability $100,000- Each accident/occurrence $100,000- Disease-per each employee $500,000- Disease-policy limit This coverage may be written as follows: Workers' Compensation and Employers'Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308— 1.0 et seq.Tex.Rev.Civ. Stat.)and minimum policy limits for Employers' Liability of- $100,000- £$100,000- each accident/occurrence, $500,000 bodily injury disease policy limit $100,000- per disease per employee (d) Professional Liability(Errors &Omissions) $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear.The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver- of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten(10)days'notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager,City of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and Professional Services Agreement Page 5 of 15 solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations,Vendor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES,ASSIGNS,SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth All City Management Services,Inc. Attn:Valerie Washington,Assistant City Manager Attn: Demetra Farwell,Corporate Secretary 200 Texas Street 10440 Pioneer Blvd, Suite 5 Fort Worth,Texas 76102-6314 Santa Fe Springs, California 90670 Facsimile: (817)392-8654 Facsimile: (310)202-8325 With copy to Fort Worth City Attorney's Office at same City address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent Professional Services Agreement Page 6 of 15 contractor,any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. Professional Services Agreement Page 7 of 15 No amendment,modification,or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A,B and C, contains the entire understanding and agreement between City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's option,Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b)refund the fees paid by City to Vendor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify the identity and employment eligibility of all employees who perform work under this Agreement.Vendor shall complete the Employment Eligibility Verification Form(I-9),maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request,provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Vendor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement.Vendor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHH'OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a"work-made-for-hire"within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product, and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary Professional Services Agreement Page 8 of 15 rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party,and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name,title and signature is affixed on the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9,documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. VENDOR STAFFING REQUIREMENTS City acknowledges a number of City intersections are not currently staffed with crossing guards. Vendor shall begin crossing guard service for relevant City intersections with available personnel no later than April 15, 2017. Vendor shall begin its crossing guard service only where trained personnel are available. Vendor shall update City weekly as to trained personnel ready to deploy until all relevant City intersections are staffed with Vendor crossing guards. Vendor shall assume liability for each City intersection when Vendor personnel begin servicing the respective City intersection. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of ,2017. (signature page follows) Professional Services Agreement Page 9 of 15 ACCEPTED AND AGREED: CITY OF FORT WORTH: VENDOR: All City Management Services, Inc. By: By. Name: Valerie Washington Na cm4a Farwell Assistant City Manager Title: Corp rate Secretary Date: 7 ti��" Date: / APPROVAL RECOMMENDED: ATTEST: By: , Na e: Joel Fitzgerald Title: Chief of Police .ORT• •0 tie: '//W ATTEST: �` tty Secretary p. CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and reporting requirements. By: -_ t2J,•-�/ Name: Ja fty <j -•rL Title: APPROVED AS TO FORM AND LEGALITY: "J7 By: / A" ame: J6- 5 oj 5 OFFICIAL RECORD Assistant City Attorney CITY SECRETARY FT.WORTH,TX CONTRACT AUTHORIZATION: M&C: P-11996 Professional Services Agreement Page 10 of 15 EXHIBIT A SCOPE OF SERVICES Vendor shall provide a full-service program to provide school crossing guard service for the City of Fort Worth,Texas.Vendor will administer and coordinate the program fully. Currently,the City of Fort Worth Police Department covers 10 school districts, 137 schools with elementary age children for a total of 232 intersections that will need coverage. School Crossing Guards must be provided in both the morning and afternoon hours during the school year. There will need to be coverage for school days and summer days during each school year. Each School Crossing Guard works three hours per day. AGREEMENT REQUIREMENTS: 1. CROSSING GUARDS: • Vendor shall recruit, select, and employ school crossing guards and alternate crossing guards as required to provide coverage at each crossing guard post on each day when guards are required in accordance with the adopted school calendars provided by the school districts. • Vendor is responsible for the application process and determining the suitability and qualifications of the guards hired. All crossing guards employed by the Vendor to perform services under this contract shall meet the qualifications specified(see Section 4). • Vendor shall remove, and replace, any assigned personnel deemed unacceptable by the City. Replacement personnel shall be assigned immediately after the removal of any personnel. • Vendor shall have the capacity to provide a crossing guard at alternative locations if the City deems additional sites are necessary. 2.PROGRAM MANAGEMENT: • Vendor shall provide a program manager as required to ensure competent and efficient management of the crossing guard program,and this staff member must be identified to the City as well as his/her cell phone number. • Vendor is to choose a main contact for the City and daily communications are to come from this individual.This person must have a cell phone and their number must be disclosed to the City prior to contract approval. • Vendor shall have a quarterly meeting with City staff to discuss performance and any issues/questions. • Vendor must coordinate between the City of Fort Worth Police Department liaison and the school district on any and all issues related to crossing guards. 3. FIELD SUPERVISION: Vendor shall make on-site visitations at crossing guard sites periodically to insure compliance to the contract.Vendor shall conduct on-site visitations to crossing guards' sites at during the school year. Professional Services Agreement—Exhibit A Page 11 of 15 4.MINIMUM STANDARDS FOR SCHOOL CROSSING GUARDS: Qualifications: Crossing guards provided by Vendor to provide services under this contract shall: • Be at least eighteen(18)years of age. • Be physically and mentally capable of performing the duties of a crossing guard. • Have the ability to give and follow oral instructions. • Have the ability to establish and maintain effective working relationships with children, parents,school officials and law enforcement officials. • Have the ability to remain calm and use judgment and initiative in an emergency situation. • Be free of any criminal offenses involving children, see Section 6 below. • Be capable of speaking fluent English. • Must past initial drug test and random test throughout the year • Must pass initial background check and re-checked every six months. 5. DUTIES OF CROSSING GUARDS: Crossing guards shall: • Halt vehicles'when necessary by mechanical and hand signal to permit children to cross the road safely. • Maintain order among children assembled at street crossing points and permit them to cross only when they can do so safely. • Report to the Police Department the license plate numbers of motor vehicles who violate traffic laws or crossing guard instructions. • Make children aware of the elements of traffic safety and operation of pedestrian controls. • Report to school authorities the names of children who do not follow safety regulations. • Wear a reflective traffic safety vest at all times when on duty. 6. SELECTION PROCEDURE FOR CROSSING GUARDS: Screening: • Vendor shall contact the last two or three employers for each crossing guard applicant. • Personnel reference should also be checked if the applicant has not been employed during the last five(5)years. • Employment and personal reference checks should be of such a nature as will provide Vendor with the information necessary to determine if the applicant is capable of performing the duties of a crossing guard. • Vendor shall provide an initial fingerprint and again after six months each applicant/employee and shall complete a fingerprint identification card,which shall be forwarded within five(5)working days to the Fort Worth Police Dept. • Vendor shall not employ any person as a crossing guard who has been convicted of a drug offense,sex offense or a felony, or is otherwise prohibited from working with children. • Vendor shall maintain records of fingerprint identification during the period of this contract and five(5)years thereafter. Such records shall be available to City for review upon request of the City. Professional Services Agreement—Exhibit A Page 12 of 15 All such employment, personal and criminal history background checks shall be performed at Vendor's sole cost and expense. City currently employs guards at crossing locations, and these guards are City staff members. The chosen vendor must be willing to give preferential hiring consideration to these people. 7. TRAINING PROGRAM: Vendor shall provide each crossing guard with appropriate training for the position of crossing guard before assigning a guard to any post. The training program shall include: • General indoctrination concerning rules and regulations of employment. • Instructions on the proper handling of required reports. • Crossing guard techniques appropriate to the guard post. • Telephone numbers,and addresses,of the school(s)served by the crossing guards and local law enforcement. • Public relations instructions, including the importance of image, dress and appearance, attitude and general demeanor of a crossing guard. 8. MATERIALS TO BE SUPPLIED BY VENDOR: Vendor shall provide each crossing guard with the following items: • Complete uniform with Vendor's identifiable patch and photo ID badge. • Regulation-size,hand-held stop sign. • Brass or plastic whistle. • Traffic safety vest. • High visibility rain coat(as needed) These items must be on each guard each day they are working. No guard may work at crossings without these items. 9. HOURS OF SERVICE: Regular hours of Service shall be: 7:00 a.m. - 8:30 a.m., and 2:00 p.m. - 3:30 p.m. with the exception of Crowley ISD school crossing guards shall be 6:45 a.m. - 8:15 a.m. and 2:00 p.m. to 3:30 p.m. Early Release Days: Based on School District Calendar All school days and summer school days (students in session) will require guard services. One crossing guard, with appropriate back-up, should be adequate. Guards must be flexible in their schedule to be able to flex if ice days,early release days, or other last minute school schedule changes occur. Professional Services Agreement—Exhibit A Page 13 of 15 EXHIBIT B PRICE SCHEDULE As a full service Vendor,the hourly rate shall be a fully loaded rate,meaning all of Vendor's costs shall be included in the hourly billing rate.This includes but is not limited to;recruitment,background clearance,training,equipment,insurance,supervision and management of the City of Fort Worth,Texas Crossing Guard Program. Hourly Rate(with Professional Liability Insurance): Eleven dollars and Ninety-four cents($11.94)per hour,per guard. Starting pay for all guards shall be$8.49 an hour or higher with incumbents paid at their current rate.Lead crossing guards starting pay shall be$9.59 an hour or higher with incumbents paid at their current rate. Professional Services Agreement—Exhibit B Page 14 of 15 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY All City Management Services,Inc. 10440 Pioneer Blvd. Suite 5,Santa Fe Springs, California 90670 Crossing Guard Services Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name`�'f"'- Positi n: orat� Signatur 2. Name: Position: Signature 3. Name: Position: Signature Name: r SimfiatdrcAfresidentP CEO Other Title: — Date: Professional Services Agreement—Exhibit C Page 15 of 15 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 2/7/2017 DATE: Tuesday,February 7, 2017 REFERENCE NO.: P-11996 LOG NAME: 13P17-0045 CROSSING GUARD SVCS MM POLICE SUBJECT: Authorize Execution of a Professional Services Agreement with All City Management Services,Inc.,for Crossing Guard Services in an Amount Up to $1,495,844.00 Per Year for the Police Department(ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Professional Services Agreement with All City Management Services,Inc.,to provide crossing guard services for the Police Department in an amount up to$1,495,844.00 per year. DISCUSSION: The Police Department will use this Agreement to provide crossing guard services for school crossings in the morning and afternoon hours for school days and summer school days during the school year. Each school crossing guard will work three hours per day. Currently,the City of Fort Worth Police Department covers 10 school districts and 137 schools with elementary age children for a total of 232 intersections.All 232 intersections will be provided coverage. The Request for Proposals(RFP)consisted of evaluation factors of purchase price,proposed project schedule,proposer's past experience,proposer's references,proposer's plan and method for hiring crossing guards,solvency of company and bonding,proposer's flexibility and proposer's plan for running the crossing guard program: guards, substitutes,and supervision. The Police Department evaluated the proposals submitted and concluded that All City Management Services presented the best value to the City. REQUEST FOR PROPOSAL ADVERTISEMENT-This RFP was advertised in the Fort Worth Star-Telegram on November 2,2016,November 9, 2016,November 16, 2016,November 23,2016,and November 30,2016. Sixteen vendors were solicited from the purchasing database system;three responses were received. PRICE ANALYSIS -There is an increase of 15 percent in pricing compared to previous year in-house crossing guard services per intersection.Police Department staff reviewed the proposed pricing and determined the prices to be fair and reasonable. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager in the amount up to$50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. M/WBE OFFICE-A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance,because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERMS -Upon City Council's approval,the Agreement will begin on February 8,2017 and end on February 7,2018. RENEWAL OPTIONS -This Agreement may be renewed for up to four successive one-year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget,as appropriated,of the Police Community Programs/Youth Section and that prior to an expenditure being made,the Police Department has the responsibility to validate the availability of funds. BQN\17-0045\MM FUND IDENTIFIERS(FIDs): TO Department Account Project Program Activity Budget Reference# Amount Fund ID ID year (Chartf"ield 2) FRDM Department Account Project Program Activity Budget Reference# Amount Fund ID ID year (Chartfield 2) CERTIFICATIONS: Submitted for Cil. Manager's Office by: Valerie Washington (6192) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: Jack Dale (8357) May Ma (2058) ATTACHMENTS 1. 17-0045 EPLS 16.pdf (CFW Internal) 2. 17-0045 MWBE Waiver.pdf (CFw Internal) 3. Form 1295.12df (Public) 4. Requisition 367965 Crossing Guard Services.pdf (QFw Internal)