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AGREEMENT FOR CROSSING GUARD SERVICES
This AGREEMENT FOR CROSSING GUARD SERVICES (the "Agreement") is dated , and is berween the CITY OF ORANGE (hereinafter called the "Principal"), and ALL CITY MANAGEMENT SERVICES, INC., a Califomia corporation (hereinafter called the "Contractor").
WITNESSETH
The parties hereto have mutually covenanted and agreed as follows 2 This Agreement is for an initial term which commences on or about the Contractor's best availability of staffing and ends on June 30, 2028 (the "lnitial Term"). Thereafter, the term ofthis Agreement shall renew automatically on the termination date of this Agreement for up to two (2) additional, successive one (1) year periods (each, a "Renewal Term" and, together with the Initial Term, the "Term") unless either party provides the other party with no less than thirty (30) days' written notice to the other party prior to thi end of the Initial Term or the Renewal Term, as applicable, in which case this Agreement ihall terminate on the expiration date ofthe Initial Term, or the then-current Renewal Term, as the case may be.
The Contractor will provide personnel equipped and kained in appropriate procedures for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a "Crossing Guard". 'The Contractor will perform criminal background checks and confirm employment eligibility through E-Verifu on all prospective personnel. The Contractor is an independent contractor and. the Crossing Guards io be fumishid by it ihall at all times be its employees and not those of the Principal.
The principal shall designate a representative to serve as its poilt ofcontact for dealing with Contractor with respect to this Agreement.
The principat shall determine the locations where Crossing Guards shall be fumished by the Contractor.
The Contractor shall provide at each designated location personnel properly trained as herein specified ioi th. p".fo.n1unce ofduties as a Crossing Guard. The Contractor shall provide supervisory personnel to see that Crossing Guard activities are taiing place at the required places and times, and in accordancc with the terms of this Agreement.
The contractor shall maintain adequate reserve personnel to be able to fumish alternate crossing Guards in the event that any person fiils to report for work at the assigned time and location and agrees to provide immediate replacement.
In the performance of its duties the Contractor and all employees of the Contractor shall conduct themselves in accordance with the conditions ofthis Agreement and all applicable laws ofthe state in which the Services are to be performed.
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Persons provided by the Contractor as Crossing Guards shall be trained in all applicable laws ofthe state in whtch the Services are to be performed pertaining to general pedestrian safety in school crossing areas.
Crossing Guard Services (the "services") shall be provided by the Contractor at the designated locations on all days in which school is in session in the area under Principal's jurisdiction. The Contractor also agrees to maintain communication with the designated schools to maintain proper scheduling.
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 dutiJs of Crossing Guards and shalt be wom 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.
The Contractor shall at all times provide workers' compensation insurance covering its employees and shall provide and maintain liability insurance for Crossing Guard activities. The Contractor will provide to the Principal a Certificate of Insurance naming the Principal and its officials, officers and imployees as additional insureds. Such insurance shall include commercial general liability with a combined single limit of not less than $1,000,000.00 per occurrence and in agglegate for property damage and bodily injury Such insurance shall be primary with respect to any insurance maintained by thJ principal una fiutt not call on the Principal's insurance contributions. Such insurance shall be endorsed for iontractuat liability and personal injury and shall include the Principal, its officcrs, agents and interest ofthe Principal. Such insurance shall not be canceled, reduced in coverage or limits or non-renewed except after thirty (30) days written notice has been given to the Principal.
Conffactor agrees to defend, indemnift and hold harmless the Principal, its offlcers, employees, agents and represeniatives, from and against any and all actions, claims for damages to persons or property, penalties, obtigations or liabilities (each a "Claim" and collectively, the "Claims") that may be assefied o. ctamea UyLy person, firm, entity, corporation, political subdivision or other organization arising out ofthe sole negligent acts or omissions, or willful misconduct, ofContractor, its agents, employees, subcontractors, representatives or invitees.
a) contractor will defend any action or actions filed in connection with any of said claims, damages, penalties, obligaiions or liabilities and will pay all costs and expenses including attorney's fees incurred in connection herewith'
b)IntheeventthePrincipal,itsofficers.agentsoremployeesismadeapartyloanyactionor proceeding filed or prosecuted against contractor for such damages or other claims arising out ofot in colnnection with the sole negligence of Contractor hereunder, Contractor agrees to pay Principal, its officers, agents, or "-ptyttt,
any and all costs and expenses incuned by the
Principal, its officers u["ntt o. e-ployees in such action or proceeding' including' but not limited to, reasonable attorney's fees.
c) In the event that a court determines that liability for any claim was cause! oI contributed to bythenegligentactoromissionorthewillfulmisconductofPrincipal,liabilitywillbe apportioned betrveen Contractor and Principal based upon the parties, respective degrees 8 9
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of culpability, as determined by the court, and Contractor's duty to indemnifu Principal will be limited accordingly.
Notwithstanding anything to the contrary contained herein, Contractor's indemnification obligation to Principal for Claims under this Agreement will be limited to the maximum combined aggregate of Contractor's general liability and umbrella insurance policies in the amount of $6,000,000 (Six Million Dollars).
t2 Either party shall have the right to terminate this Agreement by giving sixty (60) days written notice to the other party.
The Contractor shall not have the right to assign this Agreement to any other person or entity except with the prior written consent ofthe Principal.
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The Principal agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of thirty-five dollars and fifty cents ($35.50) per hour, per Crossing Guard during the 2026-2027 school year. It is understood that the cost for providing twelve thousand two hundred forty (12,240) hours of service shall not exceed four hundred thirty-four thousand five hundred twenty dollars ($434,520.00) for the 2026-2027 school year, and for each following year the per hour pncing will follow the agreed upon Client Worksheets.
. 2026 2027 ) $35.50 per hour, not to exceed $434,520.00 . 2027 - 2028 ) $36.75 per hour, not to exceed $449,820.00 For automatic renewals no less than (60) days before the expiration ofthe Initial Term, or the Renewal Term, as applicabte, Contractor will notifu Principal of its proposed hourly rate for thc following 12- month period, which will be deemed accepted by Principal unless Principal notifies Contractor of its disagrelment therewith, or its intent not to renew the Agreement, in writing, no less than thirty (30) days-prior to the end of the lnitial Term or the Renewal Term, as applicable. If Principal disagrees wiih bontractor's proposed new hourly rate, but still wishes to renew the Agreement the parties will negotiate in good iaith to reach mutual agreement on, and confirm in writing, the new hourly rate for the"followin! l2-month period, prior to the expiration of the Initial Term or the Renewal Term, as the case may be.
payment is due within thirty (30) days ofreceipt ofcontractor's properly prepared invoice. contractor may request a price increase during the term as a result of any legally-mandated increases in wages or benefits impoied in the state or municipality in which the Services are to be performed and tJ which Contractor's employees would be subject. Contractor shall provide Principal with 60 auyr-ooti". of its request to increase pricing. Principal agrees to review and respond to said notice within 30 days ofreceiPt.
This Agreement constitutes the complete and exclusive statement of the agreement among the panies with re"spect to the subject matter heieof and supersedes all prior written or oral statements among the parties, inctuding ury irio. ,tut.-.nts, warranties, or representations. This Agreement is binding upon *d *iil in,.. tJthe benefit ofthe parties hereto and their respective heirs, administrators, executors, .u"...rorr, and assigns. Each party hereto agrees that this Agreement will be governed by the law of the state in which G Services'are-to be performed, without regard to its conflicts of law provisions t7
3 Docusign Envelope l0: 2C21DEB0-700F-89D6-8160-1804EA4F8981 Any amendments, modifications, or alterations to this Agreement must be in writing and signed by all parties. There will be no presumption against any party on the ground that such party was responsible for preparing this Agteement or any part of it. Each provision of this Agreement is severable from the other provisions. If any provision of this Agreement is declared invalid or contrary to existing law, the inoperability ofthat provision will have no effect on the remaining provisions of the Agreement which will continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year written below.
PRINCIPAL CO\TRdCTOR
City of Orange All City Management Services, Inc.
By: w
Brian Brooks
ffi Pnnt Narfe and I ltle
Date
5t1912026
Date
ATTEST:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
By:
Nathalie Adourian, City Attomey
By
1 Daniel R. Slater, Mayor