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Chino, City of; CVUSD; All City Management A2015-240 1120(6--L-wo ES-1516-030 AGREEMENT FOR SCHOOL CROSSING GUARD SERVICES THE AGREEMENT made and entered into this 1St day of July, 2015, between the CITY OF CHINO HILLS, a municipal corporation, hereinafter referred to as "Chino Hills", the CITY OF CHINO, a municipal corporation, hereinafter referred to as "Chino", the CHINO VALLEY UNIFIED SCHOOL DISTRICT, hereinafter referred to as "CVUSD", and ALL CITY MANAGEMENT SERVICES, INC., hereinafter referred to as "Consultant", in consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit A, "SCOPE OF SERVICES", and made a part hereof. Consultant represents and warrants that it has the qualifications, experience and facilities to properly perform said services in thorough, competent and professional manner. 2. CONTRACT ADMINISTRATION. The CVUSD will serve as Contract Administrator and primary liaison between All City Management Services, Inc. and the three agencies. Each agency will designate a primary contact for the crossing guard program. The Contract Administrator shall provide notice to the primary contacts of any exercise of authority made pursuant to this Agreement. Further, for any right exercisable by the Contract Administrator, the agencies not serving as Contract Administrator may request that any such right be exercised by the contract administrator on their behalf. 3. FUNDING. The CVUSD will invoice Chino Hills and Chino on a quarterly basis for the cost of the program, and payment shall be remitted within thirty (30) days of receipt of such invoice. The total cost of the program will be divided as follows: CVUSD responsible for 33.33% of the total cost; Chino Hills and Chino will divide the remaining costs based on the appropriate pro rata share of the total cost in Exhibit B "PRO RATA SHARE". The governing bodies of Chino, Chino Hills, and CVUSD must annually authorize extension of or modification to this Agreement for crossing guard services, prior to this Agreement being extended or modified. Authorization for such extension or modification will be addressed prior to the start of each fiscal year. In preparation for the extension or modification of the Agreement for crossing guard service, staff for each of the involved agencies will meet in April of each year to evaluate the service and to discuss any necessary changes or adjustments for the upcoming year. 4. INDEMNITY AS BETWEEN GOVERNMENTAL AGENCIES. Pursuant to Government Code Section 895.4, Chino agrees to indemnify CVUSD and Chino Hills for all damages caused by any negligence or unlawful act or omissions by any employee, agent, volunteer, official or Council Member of the City of Chino in the performance of this Agreement. ES-1516-030 Pursuant to Government Code Section 895.4, CVUSD agrees to indemnify Chino and Chino Hills for all damages caused by any negligence or unlawful act or omissions by any employee, agent, volunteer, official, or Board member of the District in the performance of this Agreement. Pursuant to Government Code Section B95.4, Chino Hills agrees to indemnify Chino and CVUSD for all damages caused by any negligence or unlawful act or omissions by any employee, agent, volunteer, official or Council Member of the City of Chino Hills in the performance of this Agreement. 5. STATUS OF CONSULTANT. Consultant agrees to perform the services set forth in Exhibit A, "SCOPE OF SERVICES", and made a part hereof. Consultant represents and warrants that it has the qualifications, experience, and facilities to properly perform said services in a thorough competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law. Consultant shall begin its services under this Agreement on the 24th day of August 2015. 6. CONSULTANTS KNOWLEDGE OF APPLICABLE LAWS. Consultant shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall observes and comply with all such laws and regulations affecting its employees. Chino Hills, Chino, and CVUSD and their respective officers and employees, shall not be liable at law or inequity as a result of any failure of Consultant to comply with this section. 7. PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff assigned to perform the services hereunder and shall obtain the approval of the Contract Administrator (as defined herein) of all proposed staff members performing services under this Agreement prior to any such performance. All personnel shall be fingerprinted and receive Department of Justice (DOJ) clearance prior to commencing work under provisions of the Agreement. Proof of background checks will be provided to each agency. The Consultant shall maintain adequate reserve personnel to be able to furnish alternate guards in the event that any person fails to report to work at the assigned time and location. 8. COMPENSATION AND METHOD OF PAYMENT. The Consultant shall submit claim for payment to the Contract Administrator on a bi-weekly basis. The basis of payment shall be per hour worked. The claim shall separately enumerate the hours worked at each school for the claim period. Each claim, when submitted by the Consultant, shall constitute a certification under penalty of perjury, that the work claimed for payment was completed in accordance with the terms of the Agreement. Chino, Chino Hills, and CVUSD agree that Consultant shall be paid sixteen dollars and ninety two cents ($16.59) per hour of guard services provided pursuant to this Agreement. It is agreed that a minimum of three hours (3) per day, ES-1516-030 per site, will be paid for each site serviced on any given day. It is understood and agreed that the total cost for providing school crossing guard services shall not exceed Two Hundred Fifty Four Thousand Six Hundred Twenty Three and 32/100 Dollars ($254,623.32). 9. DETERMINATION OF HOURS. The Contract Administrator shall have the right to determine the hours and locations when and where guards shall be furnished by the Consultant. The Consultant shall notify the Contract Administrator in writing of any changes which may need to occur in the hours of work or locations. The Contract Administrator further has the authority to add to, delete from, or revise the work schedule/locations at any time. 10. SUPERVISION. The Consultant shall provide supervisory personnel to see that the guard activities are taking place at the required places and times, and in accordance with all terms of this Agreement. The Consultant shall be responsible for investigating any complaints regarding the performance of the Consultant's personnel and shall provide written reports to the Contract Administrator regarding the findings of these investigations. 11. TRAINING AND EOUIPMENT. The Consultant shall train, schedule, provide, and supervise personnel in accordance with the laws and codes of the State of California, this Agreement, and the rules and regulations of Chino, Chino Hills, and CVUSD. The Consultant 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 all weather conditions. The Consultant shall also provide all crossing guards with hand held stop signs and other safety equipment that may be necessary. 12. RECORDS. Consultant shall maintain complete and accurate records with respect to hours worked and other such information required by the Contract Administrator that relate to the performance of services under this Agreement. Consultant shall provide free access to the representative of Chino, Chino Hills, and/or CVUSD or their designees at reasonable times to such records, shall give Chino, Chino Hills, and CVUSD the right to examine and audit said records, shall permit Chino, Chino Hills, and CVUSD to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of two (2) years after receipt of final payment. 13. TERM OF AGREEMENT. This Agreement shall terminate on, and all services hereunder shall be rendered by June 30, 2016. Chino, Chino Hills, and CVUSD reserve the right to extend the Agreement two additional one-year options upon agreement of all parties. This Agreement may be terminated with or without ES-1516-030 cause by any of the parties upon thirty (30)days written notice. In the event of such termination, Consultant shall be compensated for non-disputed fees under terms of this Agreement up to the Date of Termination. 14. DEFAULT. In the event that Consultant is in default for cause under the terms of this Agreement, neither Chino, Chino Hills, nor CVUSD shall have any obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. 15. INDEMNIFICATION. A. Consultant represents it is skilled in the business necessary to perform the services and duties agreed to hereunder by Consultant and Chino, Chino Hills, and CVUSD rely upon the skills and knowledge of Consultants. B. Consultant is an independent contractor and shall have no authority to bind Chino, Chino Hills, or CVUSD, nor to create or incur any obligation on behalf of or liability against Chino, Chino Hills, and CVUSD whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by Chino, Chino Hills, or CVUSD. Chino, Chino Hills or CVUSD and their respective, elected and appointed officials, officers, agents, employees, and volunteers (individually and collectively, "Indemnities") shall have no liability to Consultant or to any other person for, and Consultant shall indemnify, defend, protect and hold harmless the Indemnities from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims"), which the Indemnities may suffer or incur or to which the Indemnities may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of services under this Agreement or the negligent or will full acts or allegedly caused by the performance or failure to perform by Consultant of Consultant's obligations or omission of Consultant, its agents, officers, directors, or employees, in performing any of the services under this Agreement. If any action or proceeding is brought against the Indemnities by reason of any of the matters against which Consultant has agreed to indemnify the Indemnities as above provided, Consultant, upon notice from the Contract Administrator, shall defend the Indemnities at Consultant's expense by counsel acceptable to Chino, Chino Hills, and CVUSD (each of which may require independent counsel). The indemnities need not have first paid any of the matters as to which of the Indemnities are entitled to indemnity in order to be so indemnified. The obligation under this paragraph 15 (b), but the limits of such insurance shall not limit the liability of Consultant hereunder. The provision of this paragraph 15 (b) shall survive the expiration or earlier termination of this Agreement. ES-1516-030 The Consultants indemnification does not extend to Claims occurring as a result of the negligent or willful acts or omissions of Chino, Chino Hills, of CVUSD. 16. INSURANCE A. Insurance Reauirements. Consultant shall provide and maintain insurance acceptable to Chino, Chino Hills, and CVUSD in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, or employees. Insurance is to be placed with a current A.M. Best's rating of no less than A+. Consultant shall provide the following scope and limits of insurance: 1. Minimum Scope of Insurance. Coverage shall be at least as: (a) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CO0001). (b) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA0025, or equivalent forms subject to the written approval by the Contract Administrator. (c) Workers' Compensation insurance as required by the Labor Code of the State of California and Employer's Liability insurance and covering all persons providing service on behalf of the Consultant and all risks to such person under this Agreement. 2. Minimum Limits of Insurance. Consultant shall maintain limits of insurance no less than: (a) General Liability: $1,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit should be twice the required occurrence limit. (b) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (c) Workers Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employer's Liability limits of$1,000,000 per accident. ES-1516-030 B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days prior written notice by certified mail, return receipt requested, has been given to the Contract Administrator. 2. General Liability Coveraae. (a) Chino, Chino Hills, or CVUSD and their respective officers, officials, employees, and volunteers are to be covered as additional insured as respects: Liability arising out of activities Consultant performs, products, and completed operations of Consultant; premises owned, occupied or used by Consultant, or automobiles owned, leased, hired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to Chino, Chino Hills, or CVUSD and their respective officers, officials, or employees. (b) Consultant's insurance coverage shall be primary insurance for Chino, Chino Hills, CVUSD and their respective officers, officials, employees and volunteers. Any insurance or self-insurance maintained by Chino, Chino Hills, or CVUSD and their respective officers, officials, employees, or volunteers shall apply in excess of, and not contribute with, Consultants insurance. (c) Consultants insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (d)Any failure to comply with the reporting or other provisions of their policies including breaches of warranties shall not affect coverage provided to Chino, Chino Hills, CVUSD and their respective officers, officials, employees or volunteers. 3. Workers' Compensation and Employer's Liability Coveraae. Unless the Contract Administrator otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against Chino, Chino Hills, or CVUSD and their respective officers, officials, employees and agents for losses arising from work performed by Consultant for Chino, Chino Hills, and CVUSD. C. Other Reauirements. Consultant agrees to deposit with the Contract Administrator, at or before the effective date of this contract, certificates of insurance necessary to satisfy the Contract Administrator that the insurance provisions of this Agreement has been complied with. The Contract Administrator ES-1516-030 may require that Consultant furnish copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by the insurer to bind coverage on its behalf. The Contract Administrator reserves the right to inspect complete, certified copies of all required insurance policies, at any time. 1. Consultant shall furnish certificate and endorsements from each subcontractor identical to those Consultant provides. 2. Any deductibles or self-insured retentions must be declared to and approved by the Contract Administrator. At the option of the Contract Administrator, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Chino, Chino Hills, or CVUSD and their respective officers, officials, employees, volunteers, or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses, and claims. 3. The procuring of such required policy or polices of insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification provision and requirement of this Agreement. 17. EQUAL OPPORTUNITY CLAUSE. Consultant shall not discriminate in its recruiting, hiring, promotion,demotion or termination practices on the basis of race, religious creed, color, national origin, ancestry, sex, age, or physical handicap in the performance of this Agreement and shall comply with the provisions of the State Fair Employment Practices Act as set forth in Part 4.5 of the Division 2 of the California Labor Code; the Federal Civil Rights Act of 1964, as set forth in public Law 88-352, and all amendments thereto; Executive Order No. 11246; and all administrative rules and regulations issued pursuant to such acts and order. 18. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101, et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should the Federal Government impose sanctions against Chino, Chino Hills, and/or CVUSD for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse Chino, Chino Hills, and/or CVUSD for the cost of all such sanctions imposed, together with any and all cost, including attorneys' fees, incurred by Chino, Chino Hills, and/or CVUSD in connection therewith. 19. ENTIRE AGREEMENT. This Agreement is the complete, final, entire, and exclusive expression of the Agreement among the parties hereto and supersedes any and all other Agreements, either oral or in writing, between the parties with ES-1516-030 respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied therein and that no other Agreements, statement, or promise not contained in the Agreement shall be valid and binding. 20. GOVERNING LAW. Chino, Chino Hills, CVUSD and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and responsibilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the San Bernardino County Superior Court. 21. ASSIGNMENT OR SUBSTITUTION. CVUSD has an interest in the qualifications of and capabilities of the persons and entities that will fulfill the duties and obligations imposed upon Consultant by this Agreement. In recognition of that interest, neither any complete not partial assignment of this Agreement may be made by Consultant not changed, substituted for deleted or added to without the prior written consent of Chino, Chino Hills, and CVUSD.Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Agreement entitling Chino, Chino Hills, and CVUSD to any and all remedies at law or in equity, including summary termination of this Agreement. 22. MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified in writing approved by Chino, Chino Hills, or CVUSD and the Consultant. The parties agree that the requirement for written modification cannot be waived and any attempted waiver shall be void. 23. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she/they have the authority to execute this Agreement on behalf of he/her/their corporation and warrants and represents that he/she/they has/have the authority to bind Consultant to the performance of its obligations hereunder. 24. NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice upon such party deposited in the custody of the United States Postal service addressed as follows: Chino Attention: City Clerk City of Chino 13220 Central Avenue Chino, California 91710 ES-1516-030 Chino Hills Attention: City Clerk City of Chino Hills 14000 City Center Drive Chino Hills, California 91709 CVUSD Attention: Gregory Stachura Chino Valley Unified School District 5130 Riverside Drive Chino, California 91710 Consultant Attention: Mr. Baron Farwell All City Management Services, Inc. 1749 S. La Cienega Blvd. Los Angeles, California 90035 The notices shall be deemed to have been given as of the date of personal service, or three (3) days after the date of deposit of the same in the custody of the United States Postal Service. ES-1516-030 IN WITNESS WHEREOF, parties hereto have caused this Agreement to be executed the day and year first above written. ALL CITY MANAGEMENT SERVICES, INC. By: Date: Baron Farwell, General Manager CHINO VALLEY UNIFIED SCHOOL DISTRICT By: ( Date: Auaust 14. 2015 Gregory J. Stachura Assistant Superintendent Board Approved August 13, 2015 ES-1516-030 CITY OF CHINO By: Date: City Manager ATTEST By: Date: City Clerk APPROVED AS TO FORM By: Date: Chief of Police ES-1516-030 CITY OF CHINO HILLS By: JJaI 4 , 61'"' Date: II • I b • -b May/r of Chino ills ATTEST By: A Date: 1i-I3-2015 City Clerk`") " By:- ! Date: 11 • 12- •"WI 3 City Manager APPROVED AS TO FORM By: / c\ I4--" k / Date: 1t • I b • 2.011 City Attorney /9 ES-1516-030 EXHIBIT "B" CONTRACT AGREEMENT COST SPLIT ON A PRO RATA SHARE FISCAL YEAR 2015/2016 1 HOURS 1 PRO RATA SPLIT ( PERCENT I CITY OF CHINO 1 9,834.00 1 $109,029.71 1 42.82% 1 1 CITY OF CHINO HILLS 1 5,514.00 1 $60,727.66 1 23.85% 1 CVUSD I - 1 $84,865.95 1 33.33% 1 1 TOTAL 115,348.00 1 $254,623.32 1 100.00% Hourly Rate $16.59