A MEMORANDUM OF UNDERSTANDING FOR SCHOOL CROSSING GUARD
SERVICES BETWEEN THE CITY OF PATTERSON AND THE PATTERSON JOINT
UNIFIED SCHOOL DISTRICT
This Memorandum of Understanding ("MOU") is entered into and effective this 23 th day of April
("School District"). City and School District may be collectively referred to herein as the "Parties" or individually as "Party." There are no other parties to this MOU.
RECITALS
A. Historically, the School District has provided crossing guards for the safety and support of students crossing city streets to arrive at school each day. In recent years, the City has provided these crossing guards through a partnership with the School District.
Effective the 2024-25 school year, the City will no longer provide crossing guards and instead the School District will hire and provide crossing guards. However, the City agrees to pay for half of the cost for the District's crossing guards as further outlined in this MOU.
The Parties wish to enter into this MOU to set forth certain understandings and binding agreements between the Parties with respect to the staffing and oversight of the program.
NOW, THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth, the adequacy and sufficiency of which as consideration both Parties acknowledge, City and District hereby agree as follows:
AGREEMENT
1. Recitals. The recitals set forth above ("Recitals") are true and correct and are hereby each incorporated into and made part of this Agreement. In the event of any inconsistency between the Recitals and Sections 1 through 25 of the Agreement, Sections 1 through 25 of the Agreement shall prevail.
2. Term & Termination. The term of this Agreement shall commence on 07-01-2024 and terminate on May 31, 2025 ("Term"), unless extended by consent of both Parties.
3. Early Termination. This Agreement may be terminated without cause upon thirty (30) days' written notice to either Party without penalty or fee, except any reimbursements or costs owed through the end of the 30-day notice period.
4. Termination for Cause. This Agreement may be immediately terminated for cause if either Party breaches or fails to perform any of its obligations in any material respect, and such breach or failure continues uncured for fifteen (15) business days after receipt of written notice. {CW116629.6}
5. Staffing. The School District will be responsible for the hiring and employment of all crossing guards used as the school sites in the District. The Parties acknowledge that the School District will follow their normal hiring procedures, including those outlined in the School District's Collective Bargaining Agreement with the California School Employees Association ("CSEA") (herein after referred to as "CBA") and will have sole discretion on who to hire.
Further, the School District will first post the positions internally in accordance with the CBA and may employ existing staff members as crossing guards with the School District. Following the internal posting, if there are crossing guard positions still available, the School District will post the positions) externally and those individuals currently employed as City staff in the crossing guard positions may apply. If City staff crossing guards apply, the School District will interview these individuals for any open crossing guard position(s). However, City staff crossing guards will have no preference over other applicants nor a guarantee of being hired into a School District crossing guard position. Any City staff crossing guard who receives an offer of employment, if accepted, will receive the School District's offered pay rate, the School District's offered working location, the School District's offered working hours, and will be required to pass a background check, pre-employment examinations, and fingerprinting review as required by the School District's policies, the CBA, and the California Education Code.
6. Program Services to be Performed. The School District shall provide school crossing guards every day students are in session. The crossing guards shall be assigned to supervise the crossing of students across streets and other duties noted in their job description. They shall be contracted for two hours daily to complete these duties, starting forty-five (45) minutes prior to the start of school for one hour and fifteen (15) minutes prior to student release for an additional hour. School District crossing guards will only receive pay for the number of hours or partial hours they work.
7. City Contribution to Program. The City shall pay the School District 50% of the costs of the crossing guard salaries hired by the School District as contemplated and referenced in this agreement ("the Program") for the term of this Agreement. The amount to be paid each school year shall not exceed $85,000. Following the Effective Date, all funding needed for the Program, in excess of that provided by the City, and all funding after the termination of this Agreement shall be provided by the School District.
8. Insurance. As separate and individual public agencies, City and School District shall continue to maintain appropriate workers compensation insurance and commercial general liability insurance.
9. Indemnification. The Parties, their officials, officers, employees, representatives, agents, contractors, and invitees, hereby release and forever discharge the other Party and its officials, officers, employees, representatives, agents, contractors, and invites from any and all claims, demands, damages, costs, attorneys' fees, liabilities, obligations, expenditures, and causes of action arising from or related to this Agreement or the guards' performance of crossing guard duties. The Parties further agrees to indemnify, defend, protect, and hold harmless the other Party, its officials, officers, employees, representatives, agents, contractors, and invitees from and against any and all claims (including, without limitation, claims for bodily injury, {CW116629.6}
death, nuisance or damage to property), demands, obligations, damages, causes of action, losses, judgments, liabilities, costs and expenses (including, without limitation, attorneys' fees and costs) which may arise from or in any manner relate to this Agreement or the guards' performance of crossing guard duties. The Parties indemnification obligations pursuant to this Agreement shall survive the expiration or termination of this Agreement.
10. Representations, Warranties, and Covenants. City and School District each hereby represent and warrant to the other that, as of the Effective Date: (a) it has all necessary power and authority to execute, deliver, and perform its obligations hereunder; (b) the execution, delivery, and performance of the Agreement have been duly authorized by all necessary actors and none of the Agreement's provisions violate any term or condition of its governing documents, contracts to which it is a party, or any law, regulation, order, or other applicable legal determination; (c) there is no pending or known threatened litigation or proceeding that may adversely affect its ability to perform the Agreement; (d) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (e) the Agreement constitutes a legal, valid, and binding obligation, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights and general principle of equity; and (f) at all times during the Term, it will comply with all applicable Federal, State, and local laws, rules, and regulations (including, without limitation, all zoning ordinances and building codes) in performing its obligations under the Agreement.
11. Notice. Any notice provided or permitted to be given under this Agreement must be in writing and be served either by (i) deposit in the mail, addressed to the party to be notified, postage prepaid, and registered or certified, with a return receipt requested, or (11) deposit with an internationally recognized overnight delivery carrier, with notice of delivery to the recipient party. Notice given by registered or certified mail or overnight carrier shall be deemed delivered and effective on the date of delivery shown on the return receipt or proof of receipt. For purposes of notice, the addresses of the parties shall be as set forth below. Each party may change its address for notice by giving notice thereof to the other party.
If to CITY: Attn:
If to SCHOOL DISTRICT: Attn: Sandra Madera
12. No Agency Relationship. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, fiduciary, or agency relationship between the parties for any purpose, and the employees of one party shall not be deemed to be the employees of the other party. Neither party has any right to act on behalf of the other, nor represent that it has such right or authority.
13. Severability. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. The remaining provisions of the Agreement shall Continue in full force and effect and shall be construed to give effect to the intent of this MOU.
(CW116629.6)
14. Governing Law. The validity, interpretation, and performance of this MOU shall be controlled by and construed pursuant to the laws of the State of California.
15. Venue. The venue for all legal proceedings shall be in the Superior Court for the County of Stanislaus.
16. Waiver. A waiver by any Party of any breach of any term, covenant, or condition herein contained or a waiver of any right or remedy of such Party available hereunder at law or in equity shall not be deemed to be a waiver of any subsequent breach of the same of any other term, covenant, or condition herein contained or of any continued or subsequent right to the same right or remedy. No party shall be deemed to have made any such waiver unless it is in writing and by the Party so waiving.
17. Remedies. The rights and remedies provided by this Agreement are cumulative, and the use of any right or remedy by any party does not preclude or waive its right to use any or all other remedies. These rights and remedies are given in addition to any other rights a party may have under any applicable law, in equity or otherwise.
18. Force Majeure. Neither party is responsible for any delay or failure in the performance of any part of this Agreement to the extent that delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, act or omission of carriers or other similar causes beyond the party's control.
19. No Third-Party Beneficiaries. This Agreement does not confer any rights or remedies on any person or entity other than the Parties and their respective successors and permitted assigns.
20. Integration; Amendments. This Agreement contains the entirety of all agreements, promises, and understandings between the parties, and there are no verbal or oral agreements, promises, or understandings between the parties. Any amendment, modification, or other change to this Agreement shall be ineffective unless made in writing and signed by both Parties.
21. Other Documents. The Parties agree that they shall cooperate in good faith to accomplish the objectives of this MOU and, to that end, agree to execute and deliver such other instruments or documents as may be necessary and convenient to fulfill the purposes and intentions of this MOU.
22. Mandatory and Permissive : "Shall" and "will" and "agrees" are mandatory. "May" or "can" are permissive.
23. Counterparts. This MOU may be executed simultaneously and in any number of counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.
24. Construction. All documents or items attached to, or referred in, this Agreement are incorporated into this Agreement as fully as if stated within the body of this Agreement. Each {CW116629.6)
party has cooperated in the drafting, negotiation, and preparation of this Agreement and nothing herein shall be construed against either party on the basis of that party being the drafter of such language.
25. Advice of Legal Counsel. Each Party acknowledges that it has reviewed this MOU with its own legal counsel and, based upon the advice of that counsel, freely entered into this MOU.
IN WITNESS WHEREOF, the Parties have executed this MOU on the date(s) set forth below.
PATTERSON: City of Patterson City Attorney
City of Patterson, a California municipal SCHOOL DISTRICT:
Corporation, Patterson Joint Unified School District,
a California public school district
By:
Ken Irwin
City of Patterson City Manager
Superintendent of PJUSD
Dated:
Dated: 4/22/2024
ATTEST:
Aracely Alegre
City of Patterson City Clerk Sandra Madera
Executive Director of Finance
Dated:
Dated: 4-23-24
Approved as to Form:
Approved as to Form:
Nubia Goldstein
(CW116629.6)
Matthew J. Tamel. Attorney at Law
DANNIS WOLIVER KELLEY
{CW116629.6}