HomeMy WebLinkAboutC2014-162 - 5/20/2014 - Approved SERVICE AGREEMENT
Service Agreement No. SA i4— 06-7
THIS School Crossing Guard Service CONTRACT (this "Agreement") is entered into by and
between All City Management Services (the "Contractor") and the
City of Corpus Christi, a Texas home-rule municipal corporation (the "City") effective for all
purposes upon execution by the City Manager.
WHEREAS Contractor has proposed to provide School Crossing Guard Services in response
to Bid Invitation No. BI-0114-14 in accordance with Specification No. 1259, dated January 9,
2014, which is incorporated and attached as Exhibit A;
WHEREAS the City has determined Contractor to be the lowest responsible bidder;
NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows:
1. Services. Contractor will perform the School Crossing Guard Services in
accordance with Specification No. 1259.
2. Term. This Agreement is for 12 months commencing on the date signed by the last
signatory hereto. The term includes an option to extend for up to two additional twelve-month
periods subject to the approval of the Contractor and the City Manager or his designee ("City
Manager").
3. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this Agreement
including deductions for non-performance and authorizations for payment. All of Contractor's
notices or communications regarding this Agreement must be directed to the Contract
Administrator,who is the Police Management Services Director.
4. Independent Contractor. Contractor will perform the services hereunder as an
independent contractor and will furnish such services in its own manner and method, and under no
circumstances or conditions may any agent, servant, or employee of Contractor be considered as an
employee of the City.
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2014-162
5/20/14
M2014-162
All City Management Services INDEXED
5. Insurance. Before activities can begin under this Agreement, Contractor's insurance
company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages,
with applicable policy endorsements to the Contract Administrator. Additionally, the Certificate
must state that the Police Management Services Director will be given at least 30 days' notice of
cancellation, material change in the coverages, or intent not to renew any of the policies by certified
mail. The City must be named as an Additional Insured. The City Attorney must be given copies
of all insurance policies within 15 days of the City Manager's written request. Insurance
requirements are attached and incorporated into each specification and may be revised annually by
the City Manager upon 30 days written notice to Contractor.
6. Assignment. No assignment of this Agreement or any right or interest therein by
Contractor is effective unless the City first gives its written consent to such assignment. The
performance of this Agreement by Contractor is of the essence of this Agreement and the City's
right to withhold consent to such assignment is within the sole discretion of the City on any ground
whatsoever.
7. Fiscal Year. All parties recognize that the continuation of any contract after the
close of any fiscal year of the City, which fiscal year ends on July 31 annually, is subject to
appropriations and budget approval providing for such contract item as an expenditure in that
budget. The City does not represent that the budget item will be actually adopted, that
determination is within the sole discretion of the City Council at the time of adoption of each
budget.
8. Waiver. No waiver of any breach of any term or condition of this Agreement, or
Specification No. 1259 or Contractor's bid submitted in response to Bid Invitation No. BI-0114-
14 waives any subsequent breach of the same.
9. Compliance with laws. This Agreement is subject to all Federal laws and laws of the
State of Texas. All duties of the parties will be performed in the City of Corpus Christi, Texas. The
applicable law for any legal disputes arising out of this Agreement is the law of Texas and such
form and venue for such disputes is the appropriate district, county, or justice court in and for
Nueces County, Texas.
10. Subcontractors. Contractor may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, Contractor must obtain
prior written approval from the Police Management Services Director. In using subcontractors,
Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor
and its employees were employees of Contractor. All requirements set forth as part of this
Agreement arc applicable to all subcontractors and their employees to the same extent as if the
Contractor and its employees had performed the services.
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11. Amendments. This Agreement may be amended only by written agreement signed by
duly authorized representatives of the parties hereto.
12. Termination. The City Manager may terminate this Agreement for Contractor's failure
to perform the services specified in Bid Invitation No. BI-0114-14 or Specification No. 1259. Failure
to keep all insurance policies in force for the entire term of this Agreement is grounds for termination.
The Contract Administrator must give Contractor reasonable written notice of the breach and set out a
reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager
may terminate this Agreement immediately thereafter.
Alternatively, City may terminate this Agreement upon 20 days' written notice to Contractor.
However, City may terminate this Agreement on 24 hours' written notice to Contractor for failure to pay
or provide proof of payment of taxes as set out herein.
13. Taxes. Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes,
unemployment taxes, and all other related taxes according to Circular E Employer's Tax Guide,
publication 15, as it may be amended. Contractor must provide proof of payment of these taxes within
30 days after City Manager's written request therefore. Failure to pay or provide proof of payment is
grounds for the City Manager to immediately terminate this Agreement.
14. Drug Policy. Contractor must adopt a Drug Free Workplace and drug testing policy that
substantially conforms to the City's policy.
15. Violence Policy. Contractor must adopt Violence in the Workplace and related hiring policy
that substantially conforms to the City's policy.
16. Notice. Notice may be given by fax, hand delivery, or certified mail, postage prepaid, and
is deemed received on the day faxed or hand delivered or on the third day after deposit if sent certified
mail. Notice shall be sent as follows:
IF TO CITY:
City of Corpus Christi
Attention: Pat Eldridge, Police Management Services Director
P.O. Box 9277
Corpus Christi, Texas 78469-9277
PHONE: (361) 826-2696
FAX No.: (361) 826-2607
IF TO CONTRACTOR:
Contractor Name: All City Management Services
Contact Person: Harlan Sims
Address: 10440 Pioneer Blvd Suite 5
City, State,Zip: Santa Fe Springs. CA 90670
FAX No.: 310 202 8325
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17. Month-to-Month Extension. If the City has not completed the bidding process and
awarded a new supply agreement upon the expiration of the original contract period or any extension
period, the Bidder shall continue to provide goods/services under this Agreement, at the most current
price under the term of this supply agreement or extension, on a month to month basis, not to exceed six
months. This supply agreement automatically expires on the effective date of a new contract.
18. Severability. Each provision of the Agreement shall be considered to be severable and, if, for
any reason, any such provision or any part thereof, is determined to be invalid and contrary to any
existing or future applicable law, such invalidity shall not impair the operation of or affect those portions
of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if
the invalid or unenforceable provision or part thereof had been omitted.
CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE
CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS
(INDEMNITEES) FROM AND AGAINST ANY AND ALL LIABILITY, LOSS,
CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON
ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE
OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS
FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN
CONNECTION WITH THIS CONTRACT OR THE PERFORMANCE OF THIS
CONTRACT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR
DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE
CONCURRENT OR CONTRIBUTING NEGLIGENCE OF INDEMNITEES, BUT
NOT BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE
FAULT OF ANY OTHER PERSON OR GROUP. CONTRACTOR MUST, AT ITS
OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO
THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS
BASED THEREON WITH COUNSEL SATISFACTORY TO INDEMNITEES AND
PAY ALL CHARGES OF ATTORNEY AND ALL OTHER COSTS AND EXPENSES
OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS,
CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS
OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE
EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT.
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SIGNED this 28 day of February ,2014 .
C► tractor:
Na -• Demetra ?arwell
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CITY OF CO' 'US CHRISTI
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Mic -el Barrera Date
As- stant Director of Financial Services
ATTEST:
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REBECCA HUERTA
Incorporated herein,by reference: n r3ETARY
Exhibit A: Bid Invitation No. BI-Ol 14-14, Specification No. 1259.
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