CC Resolution 13214 - Contract Crossing Guard Services to All City Management Services (ACMS) RESOLUTION NO. 13214
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL
APPROVING THE AGREEMENTS AND AUTHORIZING THE CITY MANAGER TO
ENTER INTO A 1-YEAR AGREEMENT WITH ALL CITY MANAGEMENT SERVICES
INC. FOR CROSSING GUARD SERVICES IN A TOTAL AMOUNT NOT TO EXCEED
$248,006 FOR FISCAL YEAR 2024-25, AND DETERMINING THAT IT IS IN THE
BEST INTEREST OF THE PUBLIC TO DISPENSE WITH THE BIDDING
REQUIREMENTS OF THE CAMPBELL MUNICIPAL PURSUANT TO CODE
SECTION 3.20.030
WHEREAS, the City of Campbell has historically maintained a crossing guard program
to post crossing guards at intersections with high volumes of school-age pedestrians and
vehicles; and
WHEREAS, based on the dire condition of the program; strain on Police Department
resources; recruitment challenges; and review of program models in use in other cities;
staff identified All City Management Services Inc. as a viable alternative to maintaining
the City's own program; and
WHEREAS, the City of Campbell entered into a one-year agreement with All City
Management Services Inc. for the 2023/2024 school year; and
WHEREAS, the Campbell Unified School District and the Moreland School District
entered into three year cost sharing agreements with the City of Campbell to share the
cost of crossing guard services in FY24; and
WHEREAS, All City Management Services Inc. successfully provided crossing guard
services for the 2023/2024 school year; and
WHEREAS, the following circumstances exist, thereby warranting the bidding procedures
to be dispensed with in the best interest of the public pursuant to Campbell Municipal
Code (CMC) Section 3.20.030(8):
1. The City of Palo Alto completed a competitive bid process comparable to
the requirements of The City of Campbell's bidding process and received
no other competitive bids for the same scope of services for the 23/24
school year.
2. The City of Milpitas found no other viable private contractors to provide
crossing guard services for the 2023/2024 school year with the same scope
of services the City of Campbell is requesting.
3. ACMS was the only company identified by staff based on their research that
provides all-inclusive crossing guard services in the Bay Area.
4. ACMS is the sole private provider of contract school crossing guard services
to all cities and or school districts in the County of Santa Clara who do not
manage their own programs.
WHEREAS, the City now wishes to enter into a 1-year services agreement with All City
Management Services to continue crossing guard services for the 2024/2025 school year
in a total amount not-to-exceed $248,006 for Fiscal Year 2024-25.
NOW THEREFORE BE IT RESOLVED, that the City Council authorizes dispensing with
the bidding procedures, pursuant to CMC Section 3.20.030 (8), approves the agreement,
and authorizes the City Manager to enter into a 1-year agreement with All City
Management Services Inc. for crossing guard services in a total amount not-to-exceed
$248,006 for fiscal year 2024-25.
PASSED AND ADOPTED this 1st day of October, 2024, by the following roll call vote:
AYES: Councilmembers: Bybee, Furtado, Lopez, Landry
NOES: Councilmembers: None
ABSENT: Councilmembers: Scozzola
APPROVED:
jAp()-ek9n/
. - eIN
Susan Landry, M. or
ATTES : �J
( M liad1A) 4.4
Andrea Sander, City Clerk
•
COST SHARING AGREEMENT
Re: Crossing Guards
• Between the City of Campbell and.Campbell Union School District
This Agreement("Agreement")is made and entered into on August 1,2023("Effective Date") •
between City of Campbell(City)and Campbell Union School.District(CUSD).The City and CUSD are
referred to individually as"Party";or collectively,as the"Parties."
I. RECITALS
•
WHEREAS,Parties enter into this Agreement to hire All Cities Management Services or other vendor at .
the City's sole discretion to provide recruitment,background clearance,training,equipment,insurance,
supervision,and management of Crossing Guards;
WHEREAS,Parties agree to enter into this Agreement to share the costs of providing Crossing Guards at
CUSD for the 2023-2024 school year; •
WHEREAS,Parties wish to make clear their respective roles and responsibilities relating to the funding
of Crossing Guards.
II. . AGREEMENT
It is agreed among the Parties to incorporate the above Recitals hereto,and that the Agreement is as
follows:
A. SCOPE OF SERVICES .
Parties agree that the distribution of the Crossing Guards' labor for the 2023-2024 school year will be as
follows:
CUSD receives eight(8)Crossing Guards •
1. Parties agree that the distribution of the Crossing Guards'costs for the 2023-2034 school year
will be as follows:
1. CUSD funds 50%of the eight crossing guards assigned to the school district or 4/9ths of the
total services,for an estimated cost of$104,673.78.
2. City funds 50%of the eight crossing guards assigned to CUSD and 50%of the one crossing
guard assigned to another district within the city of Campbell 9/18ths of the total services,for
an estimated cost of$117,758.
B. BILLING
City will issue invoices to CUSD,which include a Work Summary from the vendor detailing each site,
day,and hours worked by the crossing guards,once per fiscal.year. CUSD agrees to pay the City for their
respective amount owed due within 30 days of the date of invoice.
C. TERM OF AGREEMENT AND TERMINATION
This Agreement shall renew automatically for three(3)succeeding terms of one(1)year each on the ,
annual anniversary of August 1,2024(Renewal Date),unless a Party gives written notice of the Parry's
intention to terminate at least 3 months prior to the Renewal Date.
•
•
•
This Agreement will expire on July 31,2027.
D. NOTICES
As used in this Agreement, notice includes but is not limited to the communication of notice, request,
demand, approval, statement, report,acceptance, consent,and waiver. Whenever, under the terms of this
Agreement,it becomes necessary,appropriate,or desirable for a Party to give notice to the other Party,said
. notice shall be in writing and shall be considered given when personally delivered or given or mailed by
commercial overnight courier service or by registered or certified United States mail return.receipt
requested,with first class postage prepaid,addressed as follows:
To City: Name a et e.ti6
Title C.-t• OCR
City of Campbell
70 N 1"Street
Campbell,CA 95008 •.
• To CUSD: ' Shelly Viramontez
Superintendent
Campbell Union School District
155 N.Third Street
Campbell,CA.95008
•
Any Party may,by notice given at any time or from time to time,require subsequent notices to be given to
another individual person,whether a party or an officer or representative,or to a different address,or both.
E. INDEMNITY •
Neither of the respective Parties, employees, officers, agents and assigns shall be responsible for any
damage or liability occurring by reason of anything done or omitted to be done by the other party in •
connection with the Agreement. •
It is understood and agreed that pursuant to California Government Code Section 895.4, the respective
Parties shall fully indemnify and hold the other harmless from any liability imposed for injury(as defined
in Government Code Section 810.8)by reason of anything done or omitted to be done by the City,CUSD
or MSD in connection with any obligation delegated to the respective Party under this Agreement. This
provision to hold harmless and indemnify shall apply to any activities,error or omission of the respective
Party and/or the Parry's officers,employees,agents,consultants or contractor or any person or entity acting
or omitting to act for or on behalf of said City or CUSD or such person or entities as are specifically
authorized and empowered by the respective Party to act for the Party.
F. MISCELLANEOUS
1. No Agency. It is understood that each of the Parties operate independently from one another and
cannot enter into agreements or contracts as agents of the other. It is expressly understood and
agreed that none of the Parties are in any way or for any purpose an agent of each other related to •
the Agreement.
2. Relationship. This Agreement between the City and CUSD does not create any relationship of
co-partner,joint venture,principal and agent or employer and employee.
•
•
3. No Assignment. No party to this Agreement can assign any portion of this Agreement without •
the other Parties' prior written consent,unless otherwise stated herein.
•
4. No Third-Party Rights. This Agreement is not intended,and shall not be construed,to create any
right,benefit,or enforceable law,substantive or procedural,for any third party against any parties
to this Agreement,the State of California,the United States,or the officers,employees,agents,or
other associated personnel thereof.
5. Entire Agreement.This Agreement contains the entire Agreement of the Parties,and each party
acknowledges there were no other oral agreements,representations,warranties or statements of
fact made prior to or at the time of the signing of this Agreement. Any prior agreements,
promises,negotiations,or representations not expressly set forth in this Agreement are of no force
or effect.
6. Contract Interpretation.This Agreement is deemed to have been drafted jointly by the Parties.
Any uncertainty or ambiguity shall not be construed for or against any Party based upon
attribution of drafting to any Party.
7.• Governing Law. This Agreement shall be governed,construed,and enforced in accordance with
the laws of the State of California.
8. Severability. The unenforceability,invalidity or illegality of any provision(s)of this Agreement •
shall not render the other provisions unenforceable,invalid or illegal.
9. Warranty of Authority. The undersigned Parties state that they represent and have the authority
to execute this Agreement on behalf of their respective agencies/departments and,in signing this
Agreement,concur with and support the cost-sharing agreement as set forth in this Agreement •
• and for the period and purpose stated herein.
•
10. Counterparts. The parties may execute this Agreement in two or more counterparts,which shall,
in the aggregate,be deemed an original but all of which,together,shall constitute one and the
same instrument.A scanned,electronic,facsimile or other copy of a parry's signature shall be •
accepted and valid as an original. .
[SIGNATURES ON FOLLOWING PAGE]
•
•
By their signatures below,the parties herein acknowledge that they have read the terms of this
Agreement, understand the terms thereof and are fully agreed thereto,and are authorized to execute this
Agreement on their respective entity's behalf on the date indicated above.
CITY OF CAMPBELL,CALIFORNIA
a California municipal corporation
APPROVED AS TO FORM:
i'V&ia s2G Prann
By:William Sefigmann(Aug 3, 2312:46 PDT) By: •
William Selibmann • Gary Berg
City Attorney Chief of Police
Aug 3,2023 i t jrV
Date Date
•
•
By:
Brian oventhal
City Manager
gjira3 •
Date
CAMPBELL UNION SCHOOL DISTRICT
A political subdivision of the State of California
•
APPROb FORM
Shelly ViramoRtez V
Superintendent of Campbell Unified School •
District •
•
Date
•
COST SHARING AGREEMENT
Re:Crossing Guards
Between the City of Campbell,Campbell Unified School District,and Moreland School
District
A so
This Agreement("Agreement")is made and entered into on 0(1 2 ,2023("Effective Date")
between City of Campbell(City),Campbell Unified School District(CUSD),and Moreland School
District(MSD). The City,CUSD,and MSD are referred to individually as"Party",or collectively,as the
"Parties."
•
L RECITALS
WHEREAS,Parties enter into this Agreement to hire All Cities Management Services or other vendor at •
the City's sole discretion to provide recruitment,background clearance,training,equipment,insurance,
supervision,and management of Crossing Guards;
WHEREAS,Parties agree to enter into this Agreement to share the costs of providing Crossing Guards at
CUSD and MSD for the 2023-2024 school year,
WHEREAS,Parties wish to make clear their respective roles and responsibilities relating to the funding
of Crossing Guards.
IL AGREEMENT
•
It is agreed among the Parties to incorporate the above Recitals hereto,and that the Agreement is as
follows:
A. SCOPE OF SERVICES
Parties agree that the distribution of the Crossing Guards'labor for the 2023-2024 school year will be as
follows:
I. CUSD receives eight Crossing Guards or 8/9 of the total services. •
2. MSD receives one Crossing Guard or 1/9 of the total services.
Parties agree that the distribution of the Crossing Guards'costs for the 2023-2034 school year will be as
follows:
1. CUSD funds 50%of the eight crossing guards assigned to the school district or 4/9ths of the
total services,for an estimated cost of$104,673.78.
2. MSD funds 50%of the one crossing guard assigned to the school district or 1/18 of the total
services,for an estimated cost of$13,084.22. .
3. City funds 50%of the eight crossing guards assigned to CUSD and 50%of the one crossing
guard assigned to MSD or 9/I 8ths of the total services,for an estimated cost of$117,758.
B. BILLING
City will issue invoices to CUSD and MSD,which include a Work Summary from the vendor detailing
each site,day,and hours worked by the crossing guards,once per fiscal year. CUSD and MSD agree to
pay the City for their respective amount owed due within 30 days of the date of invoice.
•
C. TERM OF AGREEMENT AND TERMINATION
• This Agreement shall renew automatically for three(3)succeeding terms of one(1)year each on the •
• annual anniversary of August 1,2024(Renewal Date),unless a Party gives written notice of the Party's
intention to terminate at least 3 months prior to the Renewal Date.
This Agreement will expire on July 31,2027. •
D. NOTICES
As used in this Agreement, notice includes but is not limited to the communication of notice, request,
demand,approval,statement,report,acceptance,consent,and waiver. Whenever,under the terms of this
Agreement,it becomes necessary,appropriate,or desirable for a Party to give notice to the other Party,said
notice shall be in writing and shall be considered given when personally delivered or given or mailed by
commercial overnight-courier service.or by registered or certified United States mail return receipt
requested,with first class postage prepaid,addressed as follows:
To City: Name 6 Ra 4 . .15 -
Title CNL OF- 1..Tho�`e-
City of Campbell
- 70 N 14 Street
Campbell,CA 95008
•
To CUSD: Name
Title
•
Cam Unified School District
N.Third Street
Campbell,CA.95008
To MSD Name: Clover Codd
Title:Superintendent
Moreland School District
4711 Campbell Avenue
San Jose,CA 95130
Any Party may,by notice given at any time or from time to time,require subsequent notices to be given to
another individual person,whether a party or an officer or representative,or to a different address,or both.
E. INDEMNITY
Neither of the respective Parties, employees, officers, agents and assigns shall be responsible for any
damage or liability occurring by reason of anything done or omitted to be done by the other party in
connection with the Agreement.
It is understood and agreed that pursuant to California Government Code Section 895.4, the respective
• . Parties shall fully indemnify and hold the other harmless from any liability imposed for injury(as defined
in Government Code Section 810.8)by reason of anything done or omitted to be done by the City,CUSD
or MSD in connection with any obligation delegated to the respective Party under this Agreement.This
provision to hold harmless and indemnify shall apply to any activities,error or omission of the respective
Party and/or the Party's officers,employees,agents,consultants or contractor or any person or entity acting
•
or omitting to act for or on behalf of said City,CUSD or MSD or such person or entities as are specifically
. authorized and empowered by the respective Party to act for the Party.
F. MISCELLANEOUS
1. No Agency. It is understood that each of the Parties operate independently from one another and
• cannot enter into agreements or contracts as agents of the other. It is expressly understood and
agreed that none of the Parties are in any way or for any purpose an agent of each other related to
the Agreement.
• 2. Relationship. This Agreement between the City,CUSD and MSD does not create any
relationship of co-partner,joint venture,principal and agent or employer and employee.
3. No Assignment. No party to this Agreement can assign any portion of this Agreement without
the other Parties'prior written consent,unless otherwise stated herein.
4. No Third-Party Rights. This Agreement is not intended,and shall not be construed,to create any
right,benefit,or enforceable law,substantive or procedural,for any third party against any parties
to this Agreement,the State of California,the United States,or the officers,employees,agents,or
other associated personnel thereof.
5. Entire Agreement.This Agreement contains the entire Agreement of the Parties,and each party
acknowledges there were no other oral agreements,representations,warranties or statements of
fact made prior to or at the time of the signing of this Agreement. Any prior agreements,
promises,negotiations,or representations not expressly set forth in this Agreement are of no force
or effect.
6. Contract Interpretation.This Agreement is deemed to have been drafted jointly by the Parties.
Any uncertainty or ambiguity shall not be construed for or against any Party based upon
attribution of drafting to any Party.
7. Governing Law. This Agreement shall be governed,construed,and enforced in accordance with
the laws of the State of California.
8. Severability. The unenforceability,invalidity or illegality of any provision(s)of this Agreement
shall not render the other provisions unenforceable,invalid or illegal.
9. . Warranty of Authority. The undersigned Parties state that they represent and have the authority
to execute this Agreement on behalf of their respective agencies/departments and,in signing this
Agreement,concur with and support the cost-sharing agreement as set forth in this Agreement
and for the period and purpose stated herein.
10. Counterparts. The parties may execute this Agreement in two or more counterparts,which shall,
in the aggregate,be deemed an original but all of which,together,shall constitute one and the
same instrument.A scanned,electronic,facsimile or other copy of a parry's signature shall be
accepted and valid as an original.
•
[SIGNATURES ON FOLLOWING PAGE]
•
•
By their signatures below,the parties herein acknowledge that they have read the terms of this
Agreement;understand the terms thereof and are fully agreed thereto,and are authorized to execute this
Agreement on their respective entity's behalf on the date indicated above.
CITY OF CAMPBELL,CALIFORNIA
a California municipal corporation
APPROVED AS TO FORM:
WIGGratvt ceG wtaior �./
By:William Seligmann(Aug 3, 2312:46PDT)
By:
William Seligmann Gary Berg
City Attorney Chief of Police
Aug 3,2023 I y 12l°7
•
Date Date !
By: � � 11Pk:J.(9
Brian Loventhal
City Manager
•
Date
•
•
CAMPBELL UNION SCHOOL DISTRICT •
A political subdivision of the State of California
APPROVED AS TO FORM: 7
s : *By:r Name • Name
Superintendent of C pbell Union School Counsel for Cat ell Union School District
District •
Date
MORELAND SCHOOL DISTRICT •
A political subdivision of the State of California
APPROVED AS TO FORM:
// •
By: ��.�— By: •
Name Name
Superintendent of Moreland School District Counsel for Moreland School District
• _1 161 r 7 •
Date I Date
EXHIBIT A SCOPE OF WORK
Contractor shall provide the Services detailed in this Exhibit A,entitled "SCOPE OF WORK".
1. Contractor Shall Provide or Perform the following:
a. Provide crossing guard services at each location listed on "Crossing Guard Locations"on the
days and during specific hours designated by the City;
b. Coordinate any location and schedule changes directly with the City;
c. Provide payroll and workers'compensation coverage for all guards;
d. Provide training to all new hires;
e. Maintain a sufficient number of alternate guards and guarantee crossing coverage for absent
or sick guards;
f. Supply all necessary equipment including signs,traffic vests,whistles and raincoats;
g. Submit invoices to the City of Campbell on a bi-weekly basis for the number of hours worked
by crossing guards during the previous month;
h. Maintain quarterly contact with the Police Department representative for quality assurance
of the program.
2. Crossing Guard Locations. Days and Hours:
a. Contractor shall be responsible for providing crossing guard services during the normal
school year session and the summer school session.The normal schoolyear session is
composed of 180 school days per year.The exact dates that schools are in session are
published and coordinated by the Campbell Unified School District and the Moreland
School District.The most accurate calendar for verifying in-session days is on the respective
School District's website.
b.Contractor will provide crossing guard services on all days that school is in session, at the
designated locations,during the designated hours.Currently,there are 9 intersections that
require a crossing guard during the normal school year.
c.The City reserves the right to add, delete or revise the crossing guard locations and times,
provided that Contractor is given 30 days written notification of any proposed changes.
3._Contractor Shall Maintain the Following Minimum Standard for Crossing Guards:
a. Must have a minimum of an eighth-grade education;
b. Be able to read,write and speak English;
c. Be a minimum of 18 years old;
d.Not have a felony conviction for crimes against children, not have a felony conviction for
any violent crimes, not have any misdemeanor convictions involving crimes against
children, or convictions involving any violent crime;
e. Not be a registered sex offender or narcotics offender;
f. Demonstrate the following abilities and characteristics;
g. Minimum of average intelligence;
h.Good physical condition, including sight and hearing;
i. Mental alertness;
j. Neat appearance;
k.Good character;
I. Dependability;
m. Sense of responsibility for the safety of children;
n.Good verbal communication skills;
o.Familiarity with traffic rules and regulations.
4. Appearance&Behavior
a. Crossing Guards will not hold anything in their hands while working, except for their issued
stop sign.An example of this would be the Crossing Guard's cellphone.
b. Crossing guards will use appropriate language and refrain from using profanity.
c. Crossing Guards must at all times display visible picture identification showing they are an
employee of the Contractor.
d.Crossing Guards shall wear acceptable attire at all times which may be periodically subject
to review by the City.
e. Crossing Guards shall wear their traffic vests at all times while performing crossing duties.
5. Contractor's Supervisors Shall Perform the Following Duties:
a. Contractor shall ensure that a local area supervisor shall be available at all times to see that
guard activities are taking place at required locations and times.
b.The supervisor shall assign schedules, monitor and supervise crossing guards when
necessary and have a vehicle to travel to work sites.
c. The supervisor shall visit each school site once a month.
d.The supervisor must be available to the City returning phone calls as soon as possible but in
all cases within 60 minutes.
e. The supervisor must be available to respond to problems and/or complaints.
f. In addition to the minimum standards set forth above,the supervisor must have a minimum
of a high school education and a valid California driver's license.
g.As requested,the area supervisor will provide pedestrian and bike counts for intersections.
@.Absent Crossing Guards
a. Contractor will maintain standard procedures that require crossing guards to notify the area
supervisor if they will be tardy or absent for their shift.
b.When crossing guards are absent, it is the responsibility of Contractor and the area
supervisor to staff the location with alternate personnel.
c. The area supervisor shall immediately notify the Traffic Supervisor if there will be any delay
or absence in providing intersection coverage.
@Training and Orientation
a. Training and orientation shall be provided by Contractor prior to deploying any crossing
guards.
b.All training and orientation procedures shall be subject to the approval of the City of
Campbell.
Crossing Guard Locations
Capri Elementary School-1 Guard
Hacienda Ave @ Virginia Ave Monday-
Friday
Monday,Tuesday,Thursday and, Friday 7:20-8:20 am
Wednesday 2:05-3:05 pm
1:05-2:05 pm
Payne Elementary School- 1 Guard Hamilton Ave @ Phoenix Dr Monday- Friday
Monday,Tuesday,Thursday and, Friday Wednesday
Campbell School of Innovation-3 Guards
Campbell Ave @ Milton Ave Rincon Ave @ Milton Ave Cherry Ln @ California Monday-Friday
Monday,Tuesday,Thursday and, Friday Wednesday
Rolling Hills Middle School-2 Guards
Pollard Ave @ More Ave Monday-Friday
Monday,Tuesday,Thursday and, Friday Wednesday
Conference week October 3-7
Rosemary Elementary School-2 Guards
Hamilton Ave@ Eden Ave Monday-Friday
Monday,Tuesday,Thursday and, Friday Wednesday
AGREEMENT FOR CROSSING GUARD SERVICES
This AGREEMENT FOR CROSSING GUARD SERVICES (the "Agreement") is dated September 17, 2024
and is between the CITY OF CAMPBELL (hereinafter called the "City"), and ALL CITY MANAGEMENT
SERVICES, INC., a California corporation(hereinafter called the "Contractor") (collectively the "Parties").
WITNESSETH
The parties hereto have mutually covenanted and agreed as follows:
1. This Agreement is for a period which commences on or around July 1, 2024 and ends on June 30, 2025
and for such term thereafter as the Parties may agree upon by written amendment to this Agreement
pursuant to Section below 18. Service shall begin on a best availability basis until such a time as
Contractor has hired, trained and deployed Crossing Guards to all sites requested by the City.
2. The Contractor shall provide crossing guard services as defined and described in this Section and in the
Scope of Work, attached hereto as Exhibit A and incorporated herein (the "Services"). The Services
shall include,but not be limited to,providing personnel equipped and trained in appropriate procedures
for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a"Crossing
Guard". Contractor will perform criminal background checks and confirm employment eligibility
through E- Verify on all prospective personnel. The Contractor, including the Contractor's employees,
agents, and the Crossing Guards, is an independent contractor solely responsible for its own acts and
omissions. The Crossing Guards to be furnished by Contractor shall at all times be its employees and
shall not be considered City employees for any reason. Contractor agrees to indemnify,defend, and hold
harmless the City, its officials, officers, employees, and agents against any claim or liability, including
attorneys' fees and costs, arising in any manner related to this Agreement that an employee, agent, or
others under Contractor's supervision or control was misclassified.
3. The City's representative in dealing with the Contractor shall be designated by the City of Campbell.
4. The City 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 including but not
limited to the Crossing Guards, shall conduct themselves in accordance with the conditions of this
Agreement and all applicable federal, state, and local laws and regulations.
1
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. The Services shall be provided by the Contractor at the locations designated by the City in the Scope of
Work in Exhibit A on all days in which school is in session in the area under City'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. Prior to the beginning of and throughout the duration of this Agreement, the Contractor shall maintain
and comply with the insurance requirements of this Section. Insurance coverage will be at least as broad
as:
• Workers' compensation insurance as required by the State of California, with statutory limits,
and employer's liability insurance: $1,000,000 per accident for bodily injury or disease.
The Worker's Compensation policy must be endorsed with a waiver of subrogation in favor of
the City for all work performed by the Contractor and its employees.
• Commercial General Liability(CGL): $1,000,000 per occurrence; $2,000,000 aggregate.
Proof of coverage for$1 Million per occurrence and$2 Million in the aggregate including
products and completed operations, property damage,bodily injury, personal and advertising
injury will be provided on Insurance Services Office (ISO) Form CG 00 01 covering CGL.
• Proof of coverage for$1,000,000 provided on ISO Form Number CA 00 01 covering any auto
(Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9),
per accident for bodily injury and property damage.
The Contractor will provide to the City a Certificate of Insurance naming the City and its officials,
officers, agents, volunteers, and employees as additional insureds with respect to liability arising out
of work or services performed by or on behalf of Contractor. General liability coverage will be
provided in the form of an endorsement to Consultant's insurance at least as broad as ISO Form CG
20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20
38; and CG 20 37 (if a later edition is used). Contractor's insurance shall be primary and non-
contributory with respect to the City, its officers, officials, employees, agents, and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or
volunteers will be excess of Contractors and will not contribute with it. 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 has been given to the City. Contractor hereby
grants to the City a waiver of any right to subrogation, except as otherwise not applicable, which any
insurer of said Contractor may acquire against the City by virtue of the payment of any loss, including
attorney's fees under such insurance. Contractor agrees to obtain any endorsement that may be
necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or
2
not the City has received a waiver of subrogation endorsement from the insurer. Insurance is to be
placed with insurers with a current A.M. Best's rating of no less than A: VII, unless otherwise
acceptable to the City. Self-insured retentions must be declared to and approved by the City. City may
require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses
and related expenses. The policy language shall provide, or be endorsed to provide, that the self-
insured retention may be satisfied by either the named insured or City.
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or the
beginning of contract work.
2. Insurance must be maintained, and evidence of insurance must be provided, for at least five
(5)years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy
form with a Retroactive Date prior to the contract effective date, the Contractor must purchase
"extended reporting" coverage for a minimum of five (5) years after completion of contract
work.
11. Contractor agrees to defend, indemnify and hold harmless the City, its officers, employees, agents,
volunteers, and representatives, from and against any and all actions, claims for damages to persons or
property,penalties,obligations,liabilities,losses,injury,or expenses,including attorneys' fees and costs
(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 or resulting from the
negligent acts or omissions, recklessness, or willful misconduct, of Contractor, its agents, employees,
subcontractors, representatives or invitees, in any way related to this Agreement. Contractor's duty to
indemnify and hold harmless hereunder shall not apply to the extent that such Claims are caused by the
sole or active negligence or willful misconduct of the City.
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) Notwithstanding anything to the contrary contained herein, Contractor's indemnification
obligation to City 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
$5,000,000(Five Million Dollars).
12. The City may suspend the performance of the Services,in whole or in part, or terminate this Agreement,
with or without cause, by giving ten (10) days prior written notice thereof to Contractor. If Contractor
fails to perform any of its material obligations under this Agreement, in addition to all other remedies
provided under this Agreement or at law, the City may terminate this Agreement sooner upon written
notice of termination. Contractor shall have the right to terminate this Agreement by giving sixty (60)
days written notice to the other party. Upon notice of termination by either the City or Contractor, the
Contractor will immediately act to not incur any additional obligations,costs or expenses,except as may
be reasonably necessary to terminate its activities. The City's only obligation to the Contractor will be
just and equitable payment for services authorized by, and received to the satisfaction of, the City up to
and including the effective date of termination less any amounts withheld. In the event of Contractor's
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failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere
and Contractor will be liable for the difference between the prices set forth in the terminated Agreement
and the actual cost to the City. Termination of the Agreement pursuant to this paragraph shall not relieve
the Contractor of any liability to City for additional costs, expenses, or damages sustained by City due
to failure of the Contractor to perform pursuant to the Agreement. City may withhold any payments to
Contractor for the purpose of set off until such time as the exact amount of damages due City from
Contractor is determined. After the effective date of termination, Contractor will have no further claims
against the City under the Agreement. No other compensation will be payable for anticipated profit on
unperformed services.
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 City.
14. Contractor shall not subcontract any portion of the Services without the prior written authorization of
the City Manager or his or her designee. If at any time, the City determines any subcontractor is
incompetent or unqualified, Contractor will be notified and will be expected to immediately cancel the
subcontract. Contractor shall require and verify that all subcontractors maintain insurance meeting all
of the requirements stated herein, including naming the City, its officers, officials, employees, agents,
and volunteers as additional insureds.Any modification to the insurance requirements for subcontractors
must be agreed to by the City in writing. Contractor shall be as fully responsible to the City for the
negligent acts and omissions of its contractors and subcontractors, and of persons either directly or
indirectly employed by them, or acting on Contractor's behalf pursuant to this Agreement, as it is for
the acts and omissions of persons directly employed by Contractor. Contractor's obligation to pay its
subcontractors is an independent obligation from the City's obligation to make payments to the
Contractor.
15. The City agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of
Fifty-one Dollars and Three Cents ($51.03) per hour, per Crossing Guard during the term of this
Agreement. Based on a minimum of nine (9) sites and upon a projected (4,860) hours of service the
total cost for the Services under this Agreement shall not exceed Two Hundred Forty-eight Thousand,
and Six Dollars ($248,006.00)per year.
16. In order to request payment, Contractor shall submit bi-weekly invoices to the City describing the
Services performed and the applicable charges, (including, if applicable, an identification of personnel
who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon this
Agreement. The information in Contractor's invoices shall be subject to verification by the City. The
City generally processes and pays invoices within thirty (30) days of receipt of Contractor's properly
prepared and accepted invoice.
17. 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 City with 60 days- notice
of its request to increase pricing. City agrees to review and respond to said notice within 30 days of
receipt.
18. The City shall have an option to renew this Agreement. In the event this Agreement is extended beyond
the end of the term set forth above, the compensation and terms for the Services shall be established by
mutual consent of both parties.
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19. The Services shall be performed by Contractor or under Contractor's supervision and direction, in
accordance with the generally accepted practices, and to the standards of, Contractor's profession.
Contractor represents and agrees that Contractor shall perform the Services in a competent, timely, and
workmanlike/professional manner, in accordance with the requirements of this Agreement.
20. If either party shall desire or is required to give notice to the other, such notice shall be given in writing,
via email, and concurrently delivered by: (a) personal delivery, in which case notice is effective upon
delivery; (b) overnight courier (i.e., Federal Express) with charges prepaid or charged to the sender's
account, in which case notice is effective when delivered; (c) priority U.S. Mail, in which case notice
shall be deemed delivered on the second business day after the deposit thereof with the U.S. Postal
Service. Notices shall be addressed to recipient as follows:
To City: To Contractor:
All City Management Services, Inc.
Attn: Claudia Than, Contract Specialist
10440 Pioneer Blvd. Ste. 5
Santa Fe Springs, CA 90650
Changes to the above information shall be given to the other party in writing ten(10)business days
before the change is effective.
21. 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 of California, without regard to its conflicts of law provisions. Any amendments to this
Agreement must be in writing and signed by the Parties and shall expressly reference and identity this
Agreement and state that its purpose is to amend this Agreement. 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.
Waiver by any party of any portion of this Agreement shall not constitute a waiver of the same or any
other portion hereof. The Parties may execute this Agreement in two or more counterparts,which shall,
in the aggregate, be deemed an original but all of which, together, shall constitute one and the same
instrument. A scanned, electronic, facsimile or other copy of a parry's signature shall be accepted and
valid as an original. The signatories to this Agreement warrant and represent that each is authorized to
execute this Agreement and that their respective signatures serve to legally obligate their respective
representatives, agents, successors and assigns to comply with the provisions of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year written
below.
CITY CONTRACTOR
City of Campbell All City Management Services,Inc.
By: By:
Signature D. Farwell, Corporate Secretary
Print Name and Title
Date: Date:
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