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1993-0802_ ALL CITY MANAGEMENT SERVICES, INC._Agreement I AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND ALL CITY MANAGEMENT SERVICES, INC. FOR CROSSING GUARD SERVICES THIS AGREEMENT made and entered into this 2nd day of August , 1993 , by and between the CITY OF SAN JUAN CAPISTRANO , 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 period of time which commences August, 1993 and ends on June 30, 1994, and for such term thereafter as the parties may agree upon. 2 . The Contractor is an independent contractor and the 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 the City Manager or such person as the City Manager may designate. 4 . If , at any time during the contract period , the Contractor questions the meaning of any item of this agreement , the Contractor shall contact the City Manager or his designee for interpretation of that item. 5 . The City shall have the right to determine the hours and locations when and where guards shall be furnished by the Contractor . The Contractor shall notify the SC City in writing of any changes which may need occur in hours of work or locations . The City further has the power to add to , delete from, or revise the work schedule/locations at any time. 6. The Contractor shall provide supervisory personnel to see that guard activities are taking place at the required places and times, and in accordance with all items of this agreement . 7 . The Contractor shall maintain adequate reserve personnel to be able to furnish alternate guards in the event that any person fails to report for work at the assigned time and location. 8 . The Contractor shall provide personnel properly trained as herein specified for the performance of duties of Crossing Guards . In the performance of their duties, the Contractor and 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 Juan Capistrano. 9 . The Contractor shall train, schedule , provide, and supervise personnel in accordance with the contract and the rules and regulations of the City of San Juan Capistrano Crossing guards shall perform their duties as trained and within the City's rules for such guards. 10. Persons provided by the Contractor as Crossing Guards shall be trained by the laws and codes of the State of California and the City of San Juan Capistrano pertaining to general pedestrian safety and school crossing areas. 11 . Crossing Guard Services shall be provided by the Contractor at the designated locations and at the designated hours on all days on which the designated schools in the City of San Juan Capistrano, are in session. 12 . 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 . Apparel and equipment shall be pre-approved by the City Manager. 13 . The Contractor shall at all times provide Worker ' s Compensation insurance covering its employees, and shall provide and maintain public liability insurance for Crossing Guard activities with the City named as an additional insured. Such insurance shall include, but not be limited to, comprehensive general liability with a combined single limit of not less than $5, 000,000.00 per occurrence for property damage and for bodily injury or death of persons. Such insurance shall be primary with respect to any insurance maintained by City and shall not call on 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 City. Such insurance shall not be cancelled, reduced in coverage or limits or non-renewed except after thirty (30) days written notice by Certified Mail , Return Receipt Requested has been given to the City Attorney or City Manager . 14 . Contractor agrees to indemnify the City, its Officers, employees and agents against, and will hold and save them and each of them harmless from, any and all actions , claims damages to persons or property, penalties , obligations or liabilities that may be asserted or claimed by any person , firm , entity , corporation , political subdivision or other organization arising out of the negligent acts or intentional tortious acts , errors or omissions of Contractor, its agents, employees, subcontractors, or invitee, provided for herein. 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 judgement rendered against City, its officers, agents or employees for any such claims, damages, penalties, obligations or liabilities. C) In the event 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 officers, agents, or employees , any and all costs and expenses incurred by City, its officers agents or employees in such action or proceeding , including but not limited to , reasonable attorney's fees. 15 . Either party shall have the right to cancel this agreement by giving thirty (30) days written notice to the other . 16 . The Contractor shall not have the right to assign this contract to any other person or firm except with the consent of the City. 17 . The City agrees to pay the CONTRACTOR for the services rendered pursuant to this Agreement the sum of Thirteen Dollars and Sixty Seven Cents ( $13 . 67) per hour of guard services provided. It is understood and agreed that the cost for providing one thousand four hundred forty-eight ( 1 ,448) hours of services shall not • exceed Nineteen Thousand Seven Hundred Ninety-Four Dollars ( 19 , 794 .00) . 18 . In the event that this agreement is extended beyond June 30, 1994 , the compensation for services shall be established by mutual consent of the parties. Said payment shall be made upon written statement to the City by the Contractor and approval of the City Manager. IN WITNESS WHEREOF , the parties hereto have executed this agreement the day and year first above written. CITY OF SAN JUAN CRANO, a municipabratio L� ATTEST: City Clerk APPROVED AS TO FORM ALL CITY MANAGEMENT SERVICES, INC City Attorney By President