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02-0624_ALL CITY MANAGEMENT SERVICES_AgreementAGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND ALL CITY MANAGEMENT SERVICES, INC. FOR SUMMER SCHOOL CROSSING GUARD SERVICES THIS AGREEMENT made and entered into this June 24, 2002, 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: This Agreement is for a period of time which commences June 24, 2002 , and ends on July 26, 2002, 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. 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 City of San Juan Capistrano. 4. 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. 5. The City shall have the right to determine the hours and locations when and where Crossing Guards shall be furnished by the Contractor. The Contractor shall notify the City in writing of any changes which may need to 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 Crossing 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 Crossing Guards in the event that any person fails to report for work at the assigned time and location. Page -1- Main Office: 1749 S. La Cienega Blvd. • Los Angeles, CA 90035 • 310-202-8284 FAX 310-202-8325 Northern California Office: 6500 Dublin Blvd., Ste. 216 • Dublin, CA 94568.800-540-9290 FAX 925-803-6992 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. 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 Juan Capistrano pertaining to general pedestrian safety and school crossing areas. 10. 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. 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. Apparel and equipment shall be pre -approved by the City Manager or the designee. 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 an additional insured. 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 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 by Certified Mail, Return Receipt Requested has been given to the City Manager, or designee for the City of San Juan Capistrano Page -2- 13. Contractor agrees to indemnify the City, its Officers, employees and agents against, and will hold and save each of them harmless from, any and all actions, claims for 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 intentional or negligent 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. 14. Either party shall have the right to cancel this Agreement by giving thirty (30) days written notice to the other. 15. The Contractor shall not have the right to assign this Contract to any other person or firm except with the prior written consent of the City. 16. The Cost for providing Summer School Crossing Guard Services commencing June 24, 2002 thru July 26, 2002 shall not exceed Five -thousand, Eight -Hundred and Thirty -Three Dollars ($5,833.00). Page -3- 17. in the event that this Agreement is extended beyond July 26, 2002, 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 appropriate City representative. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. City of San Juan Capistrano ATTEST: C vvA-- Clerk All City Management Services, Inc. =1'-:MweTjeraImanager ` ;z ;t --Q -.)— Date June 24. 2002 Page -4-