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HomeMy WebLinkAboutAGR-7750.B - ALL CITY MANAGEMENT SERVICES, INC. - CROSSING GUARD SERVICESDocusign Envelope ID:B1E29981-6197-8228-80F8-C1EB3B5DBD37 AGR-7750. B Initial ifigui AGREEMENT FOR CROSSING GUARD SERVICES This AGREEMENT FOR CROSSING GUARD SERVICES(the"Agreement")is dated June 9 ,and is between the CITY OF ORANGE (hereinafter called the "Principal"), 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 an initial term which commences on or about the Contractor's best availability of staffing and ends on June 30,2028 (the"Initial Term"). Thereafter,the term of this 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 the end of the Initial Term or the Renewal Term, as applicable, in which case this Agreement shall terminate on the expiration date of the Initial Term,or the then-current Renewal Term,as the case may be. 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". The Contractor will perform criminal background checks and confirm employment eligibility through E-Verify on all prospective personnel. 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 Principal. 3. The Principal shall designate a representative to serve as its point of contact for dealing with Contractor with respect to this Agreement. 4. The Principal 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 the terms of this Agreement. 5. 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. 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 laws of the state in which the Services are to be performed. Docusign Envelope ID:B1E29981-6197-8228-80F8-C1EB3B5DBD37 7. Persons provided by the Contractor as Crossing Guards shall be trained 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 Principal'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 hand held 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 Principal a Certificate of Insurance naming the Principal 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 $1,000,000.00 per occurrence and in aggregate for property damage and bodily injury. Such insurance shall be primary with respect to any insurance maintained by the Principal and shall not call on the Principal's insurance contributions. Such insurance shall be endorsed for contractual liability and personal injury and shall include the Principal,its officers,agents and interest of the 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. 11. Contractor agrees to defend,indemnify and hold harmless the Principal,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 sole 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) In the event the Principal, 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 Principal, its officers, agents, or employees, any and all costs and expenses incurred by the Principal, 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 Principal, liability will be apportioned between Contractor and Principal based upon the parties' respective degrees 2 Docusign Envelope ID:B1E29981-6197-8228-80F8-C1EB3B5DBD37 of culpability, as determined by the court, and Contractor's duty to indemnify Principal will be limited accordingly. d) 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). 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 Principal. 14. 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 pricing 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 of the Initial Term,or the Renewal Term, as applicable, Contractor will notify Principal of its proposed hourly rate for the following 12- month period, which will be deemed accepted by Principal unless Principal notifies Contractor of its disagreement therewith, or its intent not to renew the Agreement, in writing, no less than thirty (30) days prior to the end of the Initial Term or the Renewal Term, as applicable. If Principal disagrees with Contractor's proposed new hourly rate, but still wishes to renew the Agreement the parties will negotiate in good faith to reach mutual agreement on, and confirm in writing, the new hourly rate for the following 12-month period,prior to the expiration of the Initial Term or the Renewal Term, as the case may be. 15. Payment is due within thirty(30) 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 Principal with 60 days-notice of its request to increase pricing. Principal agrees to review and respond to said notice within 30 days of receipt. 17. 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. 3 Docusign Envelope ID:B1E29981-6197-8228-80F8-C1EB3B5DBD37 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. IN WITNESS WHEREOF,the parties hereto have executed this Agreement the day and year written below. PRINCIPAL CONTRACTOR City of Orange All City Management Services, Inc. DocuSigned by: Lb23OD34DIned by: Initial Lytudtiti K Slac,r g gg By: ByOLDaeSi,(H.O4 iT... Brian Brooks Daniel R. Slater, Mayor Chid ante an`a I itle Date June 19, 2026 Date 5/19/2026 ATTEST: Signed by: L64t utt ntu na trasx... Pame a o eman, City Clerk APPROVED AS TO FORM: By:LDocuSigned by: oin Cu,. iwUni .. Natalie Adourian, City Attorney 4 4