12-0901_AMERICAN GUARD SERVICES, INC._Personal Services Agreement PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 1st
day of September 2012, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and American Guard Services, Inc. (hereinafter referred to as
the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
public school crossing guard services; and
WHEREAS, Consultant is qualified by virtue of experience, training, education
and expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by Consultant shall consist of those tasks as
set forth in Exhibit 'A," attached and incorporated herein by reference. To the extent
that there are any conflicts between the provisions described in Exhibit "A" and those
provisions contained within this Agreement, the provisions in this Agreement shall
control.
Section 2. Term.
This Agreement shall commence on September 1, 2012 and services required
hereunder shall be completed by no later than June 30, 2014.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed One
Hundred Twenty-four Thousand Dollars ($124,000) as set forth in Exhibit "B," attached
and incorporated herein by reference
3.2 Method of Payment.
Subject to Section 3.1, Consultant shall submit monthly invoices based on
total services which have been satisfactorily completed for such monthly period. The
City will pay monthly progress payments based on approved invoices in accordance
with this Section.
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3.3 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be
made available at reasonable times to City.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not
an agent or employee of City, and shall obtain no rights to any benefits which accrue to
City's employees.
Section 5. Limitations Upon Subcontracting and Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required
without written approval of the City. This Agreement.may not be assigned, voluntarily or
by operation of law, without the prior written appoval of the City. If Consultant is
permitted to subcontract any part of this Agreement by City, Consultant shall be
responsible to City for the acts and omissions of its subcontractor as it is for persons
directly employed. Nothing contained in this Agreement .shall create any contractual
relationships between any subcontractor and City., All persons engaged in the work will
be considered employees of Consultant. City will deal directly with and will make all
payments to Consultant.
Section 6. Changes to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the
Parties hereto shall execute an addendum to this Agreement setting forth with
particularity all terms of the new agreement, including but not limited to any additional
Consultant's fees.
Section 7. Familiarity with Work andlor Work Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated
the work to be performed; (2) if applicable, it has investigated the work site(s), and is
aware of all conditions there; and (3) it understands the facilities, difficulties and
restrictions of the work to be performed under this Agreement. Should Consultant
discover any latent or unknown conditions materially differing from those inherent in the
work or as represented by City, it shall immediately inform the City of this and shall not
proceed with further work under this Agreement until written instructions are received
from the City.
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Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and
regulations of federal, state and local government.
Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant
in connection with the performance of its services pursuant to this Agreement are
confidential to the extent permitted by law, and Consultant agrees that they shall not be
made available to any individual or organization without prior written consent of the City.
All such reports, information, data, and exhibits shall be the property of the City and
shall be delivered to the City upon demand without additional costs or expense to the
City. The City acknowledges such documents are instruments of Consultant's
professional services.
Section 12. Indemnity.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
hold harmless the City and its elective and appointive boards, officers, agents, and
employees from any and -611 claims,_-liabilities, expenses, or damages of any nature,
including attorneys' fees, for injury or death of any person, or damages of any nature,
including interference with use of property, arising out of, or in any way connected with
the negligence, recklessness and/or intentional wrongful conduct of Consultant,
Consultant's agents, officers, employees, subcontractors, or independent contractors
hired by Consultant in the performance of the Agreement. The only exception to
Consultant's responsibility to protect, defend, and hold harmless the City, is due to the
negligence, recklessness and/or wrongful conduct of the City, or any of its elective or
appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Consultant.
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Section 13. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the
duration of the agreement, and provide proof thereof that is acceptable to the City, the
insurance specified below with insurers and under forms of insurance satisfactory in all
respects to the City. Consultant shall not allow any subcontractor to commence work
on any subcontract until all insurance required of the Consultant has also been obtained
for the subcontractor. Insurance required herein shall be provided by Insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A-
Class VII or better.
13.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive General Liability coverage in an amount not less than
one million dollars per occurrence ($1,000,000.00), combined single limit coverage for
risks associated with the work contemplated by this agreement. If a Commercial
General Liability Insurance form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be performed
under this agreement or the general aggregate limit shall be at least twice the required
occurrence limit.
13.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive Automobile Liability coverage, including owned, hired
and non-owned vehicles in an amount not less than one million dollars per occurrence
($1,000,000.00).
13.3 Workers' Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as
required by state law.
13.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self-retention amount, and an
additional insured endorsement naming City, its officers, employees, agents, and
volunteers as additional insureds as respects each of the following: Liability arising out
of activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or
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borrowed by Consultant. The coverage shall contain no special limitations on the scope
of protection afforded City, its officers, employees, agents, or volunteers.
13.5 [RESERVED]
13.6 Notice of Can of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled,
nor the coverages reduced, until after thirty (30) days' written notice is given to City,
except that ten (10) days' notice shall be given if there is a cancellation due to-failure to
pay a premium.
13.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance
provisions have been satisfied.
13.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied
with all insurance requirements of this Agreement.
Section 14. Termination.
City shall have the right to terminate this Agreement without cause by giving
thirty (30) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party for cause by
providing ten (10) days' notice to the other party of a material breach of contract. If the
other party does not cure the breach of contract, then the agreement may be terminated
subsequent to the ten (10) day cure period.
Section 15. Notice.
All notices shall be personally delivered or mailed to the below listed addresses,
or to such other addresses as may be designated by written notice. These addresses
shall be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attention: Michael Cantor, Safety & Emergency Services Manager
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To Consultant: American Guard Services, Inc.
1299 E. Artesia Blvd., Suite 200
Carson, CA 90746
Attention: Adolfo Avendano, Regional Manager
Section 16. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms.of
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs
and necessary disbursements in addition to any other relief to which he may be entitled.
Section 17. Dis ute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 18. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the.subject
matter thereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
By:
L rry Kra er, a or
C TA T
I
i
Adol vendano, Regio ager
ATIVE
I
Mari ris, ity Clerk
APPROVED AS TO FORM:
it di'zi A/0 1. 1 i ae
Omar SandWal, ity Attorney
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EXHIBIT "A"
Project Overview and Scope of Work
1. American Guard Services, Inc. (Consultant) will provide school Crossing Guards
to serve San Juan, Del Obispo, Ambuehl and Kinoshita Elementary Schools and
Marco Forster Middle School at the following designated locations:
1.Camino Del Avion and Avenida Descanso
(Del Obispo Elementary and Marco Forster Middle Schools)
2.Via Positiva in front of Kinoshita Elementary School
(Kinoshita Elementary School)
3.Via Positiva and Alipaz Street
(Kinoshita Elementary School)
4.EI Camino Real and Spring Street
(San Juan Elementary School)
5.Camino Capistrano and La Zanja Street
(San Juan Elementary School)
6.San Juan Creek Road and Calle Cartegena
(Ambuehl Elementary School)
2. Consultant shall provide Crossing Guards services at the designated hours on all
days on which the designated schools in the City of San Juan Capistrano are in
session.
3. Consultant shall provide supervisory personnel to oversee the activities of the
Crossing Guards to make sure that they are at the required places and times and
in accordance with all items of this agreement.
4. Consultant 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.
5. Consultant shall provide personnel properly trained as herein specified for the
performance of duties of Crossing Guards as well as 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.
6. Consultant shall provide all Crossing Guards with apparel by which they are
readily visible and easily recognized as Crossing Guards. Such Apparel shall
include uniforms for all persons performing the duties of Crossing Guards and
shall be worn at all times while performing said duties.
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EXHIBIT "A"
Project Overview and Scope of Work Continued
7. Consultant shall provide all Crossing Guards with hand held Stop Signs and
other safety equipment as needed.
8. Consultant shall provide City a Crossing Guard Assignment Schedule two times
each year; in September reflecting the regular school year and in June reflecting
the summer session (if applicable) with the following information:
• School
• Crosswalk location
• Site Number
• Supervisor
• Supervisor contact information
• Minimum Days Schedule and Hours
• Regular Days Schedule and Hours
• The Number of hours the City is invoiced for each respective Site
Number
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EXHIBIT "B"
Compensation and Payment
1. The City agrees to pay American Guard Services, Inc. up to $124,000 for all
services performed from September 1, 2012 to June 30, 2014.
2. Consultant shall submit monthly invoices for services based on an hourly rate of
$14.78 for actual crossing guard duties performed.
3. The City shall make payments within 14 days of receipt of Consultant's bill.
4. Payments shall be made to American Guard Services, Inc.
5. The parties understand and agree that the annual contract amount will not exceed
Sixty-Two Thousand Dollars ($62,000).
6. The parties understand and agree that the two year amount will not exceed One
Hundred Twenty-Four Thousand Dollars ($124,000).
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