1 AGREEMENT BETWEEN THE CITY OF SAN MARINO
AND ALL CITY MANAGEMENT SERVICES, INC.
FOR CROSSING GUARD SERVICES
This AGREEMENT made and entered into this July 1, 2024, by and between the CITY OF SAN MARINO a municipal corporation, hereinafter called the "City", and ALL CITY MANAGEMENT SERVICES, INC., hereinafter called the "Contractor".
WITNESSETH
The parties hereto have mutually covenanted and agreed as follows:
1. This Agreement is for a three-year period which commences July 1, 2024, and ends on June 30, 2025, and for such term thereafter as the parties may agree upon.
2. The Contractor will provide personnel equipped and trained in appropriate procedures for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a Crossing Guard.
3. Contractor is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Contractor or under its supervision. Contractor will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
4. The City's representative in dealing with the Contractor shall be designated by City of San Marino.
5. If, at any time during the contract period, the City questions the meaning of any item of this Agreement, the City may contact the Contractor for interpretation of that item.
6. 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 see that Crossing Guard activities are taking place at the required places and times, and in accordance with all items of this Agreement. Contractor shall notify City if a Crossing Guard or designated alternative will not be at his or her assigned post 30 minutes before the start of the assigned shift.
7. The Contractor shall maintain adequate reserve personnel to be able to furnish alternate Crossing Guards in the event that any person fails to report for work at the assigned time and location and agrees to provide immediate replacement. In the event that a Crossing Guard is not at the assigned 2 location within 15 minutes from the start of the assigned shift, City shall deduct one (1) hours from its monthly payment to Contractor regardless of whether the Crossing Guard was absent for the full shift or only for part of the shift.
8. In the performance of their duties the Contractor and all employees of the Contractor shall conduct themselves in accordance with the conditions of this Agreement and the laws and codes of the State of California and the City of San Marino.
9. Persons provided by the Contractor as Crossing Guards shall be trained in the laws and codes of the State of California and the City of San Marino pertaining to general pedestrian safety in school crossing areas.
10. Crossing Guard Services shall be provided by the Contractor at the designated locations on all days in which the designated schools in the City of San Marino are in session. The Contractor shall also provide, as requested by the City, Crossing Guard Services during Summer School typically for the months of June through July. The Contractor also agrees to maintain communication with the designated school to maintain proper scheduling.
11. 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 hand-held Stop signs and any other safety equipment which may be necessary.
12. 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 $4,000,000.00 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 nonrenewed except after thirty (30) days written notice has been given to the City.
13. Contractor agrees to defend, indemnify and hold harmless the City, its 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 negligent acts or omissions, or willful misconduct, of Contractor, 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, obligations or liabilities and will pay all costs and expenses including attorney's fees incurred in connection herewith.
b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims, damages, penalties, obligations or liabilities. 3 c) 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 the City, its 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.
d) 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 the City, liability will be apportioned between Contractor and the City based upon the parties’ respective degrees of culpability, as determined by the court, and Contractor’s duty to indemnify the City will be limited accordingly.
e) 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 $4,000,000 (Four Million Dollars).
14. Either party shall have the right to cancel this Agreement by giving sixty (60) days written notice to the other.
15. The Contractor shall not have the right to assign this Agreement to any other person or firm except with the prior written consent of the City.
16. The City agrees to pay the Contractor for the services rendered pursuant to this Agreement the sum of Thirty-four Dollars ($34.00) per hour of Crossing Guard services provided. It is understood and agreed that the cost of providing Five Thousand, Nine Hundred and Eight (5,908) hours of service shall not exceed Two Hundred Thousand, Eight Hundred and Seventy-two Dollars, ($200,872.00) for the 2024/2025 School Year.
17. Undisputed Payment is due to Contractor within thirty (30) days of receipt of Contractor's properly prepared invoice.
18. 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 the City with 60 days-notice of its request to increase pricing. The City agrees to review and respond to said notice within 30 days of receipt.
19. 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 consent of both parties.
20. 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 4 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. [SIGNATURES FOLLOW ON NEXT PAGE]
5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.
City of San Marino All City Management Services, Inc.
By_____________________________ By______________________________ Signature Demetra Farwell, Corporate Secretary
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