1 AGREEMENT FOR CROSSING GUARD SERVICES
This AGREEMENT FOR CROSSING GUARD SERVICES (the “Agreement”) is dated August 1, 2023 and is between the CITY OF REDONDO BEACH, a chartered municipal corporation (hereinafter called the "City"), and ALL-CITY MANAGEMENT SERVICES, INC., a California corporation (hereinafter called the "Contractor").
WITNESSETH
The parties hereto have mutually covenanted and agreed as follows:
1. This Agreement is for a period which commences on Contractor’s best availability of staffing and ends on June 30, 2024, and for such term thereafter as the parties may agree upon by written amendment to this contract. Service shall begin on a best availability basis until such a time as Contractor has hired, trained, and deployed Crossing Guards to all sites requested by the City. City agrees to provide site locations for Contractor to then assign and deploy Crossing Guards. Contractor shall assume liability for only those sites as set forth below.
a. Plant Ave. and Rindge Lane
b. Grant Ave. and Green Lane
c. Knob Hill Ave. and Julia Ave.
d. Lilienthal Lane and Ralston Lane
e. Emerald Street and Lucia Ave.
f. Vincent Street and Lucia Ave.
2. The Contractor will provide for sites as requested by the City. Such personnel shall be trained in appropriate procedures for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a “Crossing Guard.” The Contractor is an independent contractor and the Crossing Guards to be furnished by it shall at all times be its employees and not those of the City.
3. The City’s representative in dealing with the Contractor shall be designated by the City of Redondo Beach.
4. The City shall determine the locations where Crossing Guards shall be furnished by the Contractor.
The Contractor shall provide at each designated location personnel properly trained as herein specified for the performance of duties as a Crossing Guard. The Contractor shall provide supervisory personnel to ensure that Crossing Guard activities are taking place at the required places and times, and in accordance with the terms of this Agreement.
5. The Contractor shall maintain adequate reserve personnel to furnish alternate Crossing Guards in the event that any person fails to report for work at the assigned time and location and shall provide immediate replacement.
2 6. In the performance of its duties the Contractor and all employees of the Contractor shall conduct themselves in accordance with the conditions of this Agreement and all applicable federal, state, and local laws where which the Services are to be performed.
7. Contractor shall train the persons as Crossing Guards in all applicable laws of the state in which the Services are to be performed pertaining to general pedestrian safety in school crossing areas.
8. 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 City’s jurisdiction. The Contractor also agrees to maintain communication with the designated schools to maintain proper scheduling.
9. 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 duties of Crossing Guards and shall be worn at all times while performing said duties. This apparel must be appropriate for weather conditions. The Contractor shall also provide all Crossing Guards with handheld Stop signs and any other safety equipment which may be necessary.
10. 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 City a Certificate of Insurance naming the City and its officials, officers, and employees as additional insureds. Such insurance shall include commercial general liability with a combined single limit of not less than $2,000,000.00 per occurrence and in aggregate for property damage and bodily injury. Such insurance shall be primary with respect to any insurance maintained by the City and shall not call on the City's insurance contributions. Such insurance shall be endorsed for contractual liability and personal injury and shall include the City, its officers, agents, and interest of the City. 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 City.
11. Contractor shall defend, indemnify and hold harmless the City, its officials, officers, employees, agents and representatives, from and against any and all actions, claims for damages to persons or property, penalties, obligations or liabilities (each a “Claim” and collectively, the “Claims”) that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of the sole negligent acts or omissions, or willful misconduct, of Contractor, its agents, employees, subcontractors, representatives or invitees.
a) Contractor shall defend any action or actions filed in connection with any of said claims, damages, penalties, obligations, or liabilities and will pay all costs and expenses including attorney's fees incurred in connection herewith.
b) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the sole negligence of Contractor hereunder, Contractor agrees to pay City, its officials, officers, agents, or employees, any and all costs and expenses incurred by the City, its officers agents or employees 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 caused or contributed to by the negligent act or omission or the willful misconduct of City, liability will be 3 apportioned between Contractor and City based upon the parties’ respective degrees of culpability, as determined by the court, and Contractor’s duty to indemnify City will be limited accordingly.
d) Notwithstanding anything to the contrary contained herein, Contractor’s indemnification obligation to City 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).
12. Either party shall have the right to terminate this Agreement by giving sixty (60) days written notice to the other party.
13. The Contractor shall not have the right to assign this Agreement to any other person or entity except with the prior written consent of the City.
14. The City agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of Thirty-four Dollars and Nineteen Cents ($34.19) per hour, per Crossing Guard during the term. Based on a minimum of six (6) sites and upon a projected (4,302) hours of service the cost shall not exceed One Hundred Forty-seven Thousand, Eighty-five Dollars ($147,085.00) per year, unless Contractor fails to perform service.
15. Payment is due within forty-five (45) days of receipt of Contractor’s properly prepared invoice.
16. Contractor may request a price increase during the term as a result of any legally mandated increases in wages or benefits imposed in the state or municipality in which the Services are to be performed and to which Contractor’s employees would be subject. Contractor shall provide City with 60 daysnotice of its request to increase pricing. City agrees to review and respond to said notice within 30 days of receipt. However, any price adjustment shall not become effective unless executed by a subsequent written amendment. 17. The City shall have an option to renew this Agreement. In the event this Agreement is extended beyond the end of the term set forth above, the compensation and terms for the Services shall be established by mutual written instrument executed by both parties. 18 This Agreement constitutes the complete and exclusive statement of the agreement among the parties with respect to the subject matter hereof and supersedes all prior written or oral statements among the parties, including any prior statements, warranties, or representations. This Agreement is binding upon and will inure to the benefit of the parties hereto and their respective heirs, administrators, executors, successors, and assigns. Each party hereto agrees that this Agreement will be governed by the law of the state in which the Services are to be performed, without regard to its conflicts of law provisions.
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 Agreement 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 of that provision will have no effect on the remaining provisions of the Agreement which will continue in full force and effect.
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4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year written below.
CITY CONTRACTOR
City of Redondo Beach All-City Management Services, Inc.
By_____________________________ By______________________________ Signature D. Farwell, Corporate Secretary
William C. Brand, Mayor
Print Name and Title
Date____________________________ Date____________________________ ATTEST:
By _____________________________
Eleanor Manzano, City Clerk
APPROVE AS TO FORM:
By: ______________________________
Michael W. Webb, City Attorney