HomeMy WebLinkAboutContracts & Agreements_102-12_CCv0001.pdf AGREEMENT TO PERFORM CROSSING GUARD SERVICES
FOR THE CITY OF REDLANDS
This agreement for the provision of crossing guard services for the City of Redlands
("Agreement")is made and entered into this 3rd day of July,2012("Effective Date"),by and between
the City of Redlands, a municipal corporation ("City") and All City Management Services, Inc.
("Contractor" . City and Contractor are sometimes individually referred to herein as a"Party" and,
together, as the "Parties." In consideration of the mutual promises contained herein, City and
Contractor agree as follows:
ARTICLE I -ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor for the provision of crossing guard services within the City
of Redlands (the"Services").
1.2 Provision of the Services shall end on June 30,2013,unless this Agreement is earlier terminated
as provided herein. Contractor shall complete the Services within the term of this Agreement,
and shall meet any other reasonable schedules and deadlines established by City.
1.2 The Services shall be performed by Contractor in a professional manner, and Contractor
represents that it has the skill and the professional expertise necessary to provide the Services to
City at a level of competency presently maintained by other practicing professional contractors
in the industry providing like and similar types of Services.
ARTICLE 2—CONTRACTOR'S PERFORMANCE OF SERVICES
2.1 Contractor shall provide personnel ("Crossing Guards") equipped and trained in appropriate
procedures for crossing pedestrians in marked crosswalks. Contractor is an independent
contractor, and the Crossing Guards to be famished by it shall at all times be Contractor's
employees, and not those of City.
2.2 Contractor shall comply with applicable federal, state and local laws and regulations in the
performance of the Services.
2.3 Contractor shall provide supervisory personnel to ensure that the Crossing Guards' activities
occur at City's specified places and times, and in accordance with all provisions of this
Agreement.
2.4 Persons provided by Contractor as Crossing Guards shall be trained in the laws and regulations
of the State of California pertaining to general pedestrian safety and school crossing areas.
Crossing Guard Services shall be provided by Contractor at the designated locations and at the
designated hours on all days on which the designated schools in the City of Redlands are in
session. Contractor shall maintain adequate reserve personnel to famish alternate Crossing
Guards in the event that any Crossing Guard fails to report for work at his or her assigned time
and location.
2.5 Contractor shall provide personnel properly trained for the performance of the Services. In the
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performance of their duties, Contractor and its employees shall conduct themselves in
accordance with the provisions of this Agreement and the laws and regulations of the State of
California.
2.6 Contractor shall provide all Crossing Guards with apparel by which they are readily visible
and easily recognized as Crossing Guards. The apparel shall be uniform for all persons
performing the duties of Crossing Guards and shall be worn at all times while performing
the Services. Such apparel shall also be appropriate for weather conditions. Contractor shall
also provide all Crossing Guards with hand held"Stop"signs and any other safety
equipment which may be necessary.
ARTICLE 3 - RESPONSIBILITIES OF CITY
3.1 City designates Lieutenant Travis Martinez as City's representative with respect to
performance of the Services, and such person shall have the authority to transmit
instructions,receive information, interpret and define City's policies and decisions with
respect to performance of the Services.
3.2 City shall determine the hours and locations when and where the Services shall be performed
by Contractor. Contractor shall notify City in writing of any changes which may need to
occur in hours of work or locations.
ARTICLE 4 -PAYMENTS TO CONTRACTOR
4.1 The total compensation for Contractor's performance of the Services shall not exceed the
amount of One Hundred Thirteen Thousand One Hundred Fifty Seven Dollars($113,157). City
shall pay Contractor on an hourly basis at the rate of Thirteen and Ninety-Seven One
Hundredths Dollars($13.97)per hour,with the understanding that the Services shall not exceed
Eight Thousand One Hundred(8,100)hours.
4.2 Contractor shall submit monthly invoices to City. Contractor's invoices shall include the dates
the Services were performed, and the number of hours spent and by whom. City shall pay
Contractor no later than thirty (30) days after receipt and approval by City of Contractor's
invoice.
4.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
C ity Contractor
Lieutenant Travis Martinez Mr. Baron Farwell
Redlands Police Department General Manager
City of Redlands All City Management Services, Inc.
30 Cajon Street 1044 Pioneer Boulevard, Suite 5
PO Box 1025 (mailing) Santa Fe Springs, CA 90670
Redlands, CA 92373
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When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
Changes may be made in the names and addresses of the person to whom notices and payments are to be
given by giving notice pursuant to this section 4.3.
ARTICLE 5 - INSURANCE AND INDEMNIFICATION
5.1 All insurance required by this Agreement shall be maintained by Contractor for the duration
of its performance of the Services. Contractor shall not perform any Services unless and
until the required insurance listed below is obtained by Contractor. Contractor shall provide
City with certificates of insurance and endorsements evidencing such insurance prior to
commencement of the Services. The insurance policies shall include a provision prohibiting
cancellation or modification of the policy except upon thirty(3 0)days'prior written notice
to City.
5.2 Contractor shall secure and maintain Workers' Compensation and Employer's Liability
insurance throughout the term of the Agreement in accordance with the laws of the State of
California,with an insurance carrier acceptable to City.
5.3 Contractor shall secure and maintain in force throughout the term of this Agreement
comprehensive general liability insurance with carriers acceptable to City. Minimum
coverage of One Million Dollars ($1,000,000)per occurrence and Two Million Dollars
($2,000,000) aggregate for public liability, property damage and personal injury is required.
City shall be named as an additional insured such insurance shall be primary and non-
contributing to any insurance or self-insurance maintained by City.
5.4 Contractor shall defend, indemnify and hold harmless City and its elected officials, officers,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned by
and negligent act, omission or failure to act by Contractor, its officers, employees and agents
in performing the Services.
5.5 Contractor shall secure and maintain in force throughout the term of this Agreement
business auto liability coverage, with minimum limits of One Million Dollars($1,000,000)
per occurrence, combined single limit for bodily injury liability and property damage
liability. This coverage shall include all Contractor-owned vehicles used in connection with
Contractor's provision of the Services,hired and non-owned vehicles, and employee non-
ownership vehicles. City shall be named as an additional insured and such insurance shall be
primary and non-contributing to any insurance or self insurance maintained by City.
ARTICLE 6 - CONFLICTS OF INTEREST
6.1 Contractor covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by the
performance of Contractor's Services. Contractor further covenants and represents that in the
performance of its duties hereunder, no person having any such interest shall perform any
Services under this Agreement.
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6.2 Contractor agrees it is not a designated employee within the meaning of the Political Reform
Act because Contractor:
A. Does not make or participate in:
(i)the making or any City governmental decisions regarding approval of a rate, rule
or regulation, or the adoption or enforcement of laws;
(ii)the issuance, denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals, orders or similar authorizations or entitlements;
(iii)authorizing City to enter into,modify or renew a contract;
(iv)granting City approval to a contract that requires City approval and to which City
is a party, or to the specifications for such a contract;
(v)granting City approval to a plan, design,report, study or similar item;
(vi) adopting, or granting City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity,participate in making
a governmental decision or otherwise perform the same or substantially the same duties for
City that would otherwise be performed by an individual holding a position specified in
City's Conflict of Interest Code under Government Code section 87302.
6.3 In the event City officially determines that Contractor must disclose its financial interests by
completing and filing a Fair Political Practices Commission Form 700, Statement of
Economic Interests. Contractor shall file the subject Form 700 with the City Clerk's office
pursuant to the written instructions provided by the Office of the City Clerk.
ARTICLE 7 - GENERAL CONSIDERATIONS
7.1 Attorneys' Fees. In the event any action or proceeding is commenced to enforce or interpret
any of the terms or conditions of this Agreement the prevailing Party shall,in addition to any
costs and other relief,be entitled to the recovery of its reasonable attorneys' fees, including
fees for the use of in-house counsel by a Party.
7.2 Prohibition Against Assignment. Contractor shall not assign any of the Services, except with
the prior written approval of City and in strict compliance with the terms, and conditions of
this Agreement. Any assignment or attempted assignment without such prior written
approval shall be void and of no effect, and in the sole discretion of the City,may result in
the immediate termination of this Agreement by City.
7.3 Independent Contractor Status. Contractor is for all purposes under this Agreement an
independent contractor and shall perform the Services as an independent contractor. Neither
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City nor of its agents shall have control over the conduct of Contractor or Contractor's
employees,except as herein set forth. Contractor shall supply necessary tools and
instrumentalities required to perform the Services. Assigned personnel employed by
Contractor are for its account only, and in no event shall Contractor or personnel retained by
it be deemed to have been employed by City or engaged by City for the account of, or on
behalf of City. Contractor shall have no authority,express or implied,to act on behalf of
City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express
or implied,to bind City to any obligation.
7.4 Termination. Unless earlier terminated as provided for below, this Agreement shall
terminate upon completion and acceptance of the Services by City.
A. This Agreement may be terminated by City, in its sole discretion,by providing thirty(30)
days prior written notice to Contractor(delivered by certified mail,return receipt requested)
of City's intent to terminate.
B. If this Agreement is terminated by City, an adjustment to Contractor's compensation shall
be made,but(1)no amount shall be allowed for anticipated profit or unperformed Services,
and(2) any payment due Contractor at the time of termination may be adjusted to the extent
of any additional costs to City occasioned by any default by Contractor.
7.5 Books and Records. Contractor shall maintain books, ledgers, invoices, accounts and other
records and documents evidencing costs and expenses related to the Services for a period of
three(3)years,or for any longer period required by law, from the date of final payment to
Contractor pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Contractor.
7.6 Entire Aareement/Amendment. This Agreement represents the entire agreement and
understanding between the Parties as to the matters contained herein,and any prior
negotiations,written proposals or verbal or written agreements relating to such matters are
superseded by this Agreement. Except as otherwise provided for herein, an amendment to
this Agreement shall be in writing, approved by City and signed by City and Contractor.
7.7 Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of California, and venue for any action concerning the same shall be in the
Superior Court of the County of San Bernardino, California.
7.8 Severability. If one or more of the sentences, clauses, paragraphs or sections contained in
this Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction,the same shall be deemed severable from the remainder of this Agreement and
shall not affect, impair or invalidate the remaining sentences, clauses,paragraphs or sections
contained herein, unless to do so would deprive a Party of a material benefit of its bargain
under this Agreement.
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IN WITNESS WHEREOF, duly authorized representatives of the City and Contractor have signed
in confirmation of this Agreement.
CITY OF REDLANDS ALL CITY MANAGEMENT SERVICES, INC.
By: By:
Pete Aguilar, ayor Baron Farwell, General Manager
Attest:
Sam Irwin, C16k
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