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2000 - All City Management Services, Inc. - Crossing Guard Program Coordinator✓ V PROFESSIONAL SERVICES AGREEMENT CROSSING GUARD SERVICES ALL CITY MANAGEMENT SERVICES, INC. 1. PARTIES AND DATE. This Agreement is made and entered into this 1st' Day of 2024 - (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and All City Management Services, Inc., a Corporation, with its principal place of business at 10440 Pioneer Blvd., Suite 5, Santa Fe Springs, Ca. 90670 ("Consultant'). City and Consultant are sometimes individually referred to herein as 'Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Crossing Guard Services to public clients, is licensed in the State of California and is familiar with the plans of City. 2.2 Project. The City desires to engage Consultant to render such ongoing professional Crossing Guard Services ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Crossing Guard services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be for a Two (2) year period (Fiscal Year 2024-2026) from the Effective Date shown above, without extension at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative: The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative". City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant hereby designates Claudia Than, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative". Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant represents that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with applicable local state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any liability to the extent found to be arising out of any failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of its employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A adequate life protection and life saving equipment and procedures; (B instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation: Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Three Hundred Thirty -Two Thousand Five Hundred Thirty - Nine Dollars and twenty cents ($332,539.20) for each Fiscal Year 2024/25 and 2025/26 and in accordance with consultant's proposal dated May 1, 2023. Consultant's scope of services and rate schedule is hereby incorporated and found in Exhibit "A". Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, at seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws", which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws to the extent they are applicable to Consultant. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3 years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices: All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: All City Management, Inc. 10440 Pioneer Blvd., Suite 5 Santa Fe Springs, Ca. 90670 Attn: Claudia Than, Tel: (310) 202-8284 CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Ben Kim, City Manager Tel: (626) 569-2169 Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours by certified mail or deposit in the U.S. Mail, first-class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. The Documents & Data are intended for use solely with respect to the project for which they were prepared. Any reuse or modification by City shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action as part of prevailing party's total damages as determined by court of competent jurisdiction or as agreed upon by the parties in settlement. 3.5.6 Indemnity and Defense. a. Indemnity and Defense To the fullest extent permitted by law, Consultant shall indemnify and hold harmless Agency and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel's fees and costs, to the extent caused by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this agreement. Consultant's dutyto indemnify and hold harmless Agency shall not extend to the Agency's sole or active negligence. b. Duty to Defend In the event the Agency, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this agreement, and upon demand by Agency, Consultant shall defend the Agency at Consultant's cost or at Agency's option, to reimburse Agency for its costs of defense, including reasonable attorney's fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant's negligent acts, errors or omissions. Payment by Agency is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and Agency, as to whether liability arises from the sole or active negligence of the Agency or its officers, employees, or agents, Consultant will be obligated to pay for Agency's defense until such time as a final judgment has been entered adjudicating the Agency as solely or actively negligent. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third -Party Beneficiaries: There are no intended third -party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next Page] CITY OF ROSEMEAD � Z7 Ben K,>KylVlanager to Attest: Ericka emandez, ity Clerk DDt� e Approved as to Form: Rachel Richman City Attorney /1X/ Date ALL CITY MANAGEMENT SERVICES, INC. Name:" Title:�� [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] y: ► Nam �u �f✓w, �� Title: 6V/- •ms SEAL; z s : May 3, 1985 0 .O EXHIBIT A SCOPE OF SERVICES/ RATE SCHEDULE G AGREEMENT FOR CROSSING GUARD SERVICES Without Professional Liability Insurance y This AGREEMENT FOR CROSSING GUARD SERVICES (the "Agreement") is dated Sand 1 , 2023 and is between the CITY OF ROSEMEAD (hereinafter called the "City"), and ALL CITY MANAGEMENT SERVICES, INC., a California corporation (hereinafter called the "Contractor"). WITNESSETH The parties hereto have mutually covenanted and agreed as follows: This Agreement is for a term which commences on or about July 1, 2023, and ends on June 30, 2026, and for such term thereafter as the parties may agree upon. 2. The Contractor will provide personnel equipped and trained in appropriate procedures for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a "Crossing Guard." Contractor will perform criminal background checks and confirm employment eligibility through E - Verify on all prospective personnel. The Contractor is an independent contractor and the Crossing Guards to be fumished by it shall at all times be its employees and not those of the City. 3. The City's representative in dealing with the Contractor shall be designated by the City of Rosemead. 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 professionally 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 shall conduct themselves in accordance with the conditions of this Agreement and all applicable laws of the state in which the Services are to be performed. 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. Crossing Guard Services (the "Services") shall be provided by the Contractor at the designated locations on all days in which school is in session in the area under the City's jurisdiction. The 33 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 wom 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. Insurance: General liability insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $5,000,000 per occurrence, $5,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Umbrella or excess liability insurance. [If required to meet higher limits]. Contractor shall obtain and maintain an umbrella liability insurance policy with limits that will provide bodily injury, personal injury, and property damage liability coverage, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions: A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason, other than bankruptcy or insolvency of said primary insurer. • "Pay on behalf of wording as opposed to "reimbursement." -Concurrency of effective dates with primary policies. Should Contractor obtain and maintain an excess liability policy, such policy shall be excess over commercial general liability, automobile liability, and employer's liability policies. Such policy or policies shall include wording that the excess liability policy follows the terms and conditions of the underlying policies. Workers' compensation insurance. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers. Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that City, the Rosemead and Garvey School District, and their respective officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. 34 Primary/non-contributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self- insurance shall be called upon to protect it as a named insured. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the City and shall require similar written express waivers and insurance clauses from each of its subconsultants. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Notice of cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Contractor's insurers are unwilling to provide such notice, then Contractor shall have the responsibility of notifying the City immediately in the event of Contractor's failure to renew any of the required insurance coverages or insurer's cancellation or non -renewal. l 1. Inndemniflcation'. Contractor agrees to defend, indemnify and hold harmless the City, the Rosemead and Garvey School District's and their respective Council members, board members, officers, employees, agents and representatives, from and against any and all actions, claims for damages to persons or property, penalties, obligations or liabilities (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 the negligent acts or omissions, or willful misconduct, of Contractor, its agents, employees, subcontractors, representatives or invitees in the performance of the Services under this Agreement. Contractor's duty to defend and indemnify shall not extend to any Claims arising out of the City or Rosemead and Garvey School District's sole negligence. 35 a) Contractor will defend any action or actions filed in connection with any Claims, damages, penalties, obligations, or liabilities and will pay all costs and expenses including attorney's fees. incurred in connection herewith. b) In the event the City or Rosemead and Garvey School District's, their officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such Claim or damages arising out of or in connection with the negligence of Contractor hereunder, Contractor agrees to pay City and/or Rosemead and Garvey School District's, their officers, agents, or employees, any and all costs and expenses incurred by the City and/or Rosemead and Garvey School District, their officers, agents, or employees in such action or proceeding, including, but not limited to, reasonable attorney's fees. C) In the event that a court determines that liability for any Claim was caused or contributed to by the negligent act or omission or the willful misconduct of City or Rosemead and Garvey School District's, liability will be apportioned between Contractor and City or Rosemead and Garvey School District based upon the parties' respective degrees of culpability, as determined by the court, and Contractor's duty to indemnify City and Rosemead and Garvey School District will be limited to Contractor's proportionate share of liability accordingly. 12. Either party shall have the right to terminate this Agreement by giving sixty (60) days written notice to the other patty. 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. The City agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of Thirty Dollars and Eighty-eight Cents ($30.88) per hour, per Crossing Guard during the term. Based on a minimum of sixteen (16) sites and upon a projected (10,080) hours of service the cost shall not exceed Three Hundred Eleven Thousand, Two Hundred and Seventy-one Dollars ($311,271.00) for the 2023-2024 School Year, unless Contractor fails to perform service. The City agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of Thirty-two Dollars and Ninety-nine Cents ($32.99) per hour, per Crossing Guard during the term. Based on a minimum of sixteen (16) sites and upon a projected (10,080) hours of service the cost shall not exceed Three Hundred Thirty-two Thousand, Five Hundred and Thirty-nine Dollars ($332,539.00) for the 2024-2025 School Year, unless Contractor fails to perform service. The City agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of Thirty-two Dollars and Ninety-nine Cents ($32.99) per hour, per Crossing Guard during the term. Based on a minimum of sixteen (16) sites and upon a projected (10,080) hours of service the cost shall not exceed Three Hundred Thirty-two Thousand, Five Hundred and Thirty-nine Dollars ($332,539.00) for the 2025-2026 School Year, unless Contractor fails to perform service. 15. Payment is due within thirty (30) days of receipt of Contractor's properly prepared invoice. 36 16. 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 the 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. 17. 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. 18 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 in which the Services are to be performed, without regard to its conflicts of law provisions. Any amendments, modifications, or alterations to this Agreement must be in writing and signed by all parties. 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. [SIGNATURES FOLLOW ON NEXT PAGE] 37 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year written below. CITY City of Rosemead By _ —�46 -11, Ben Ki ity Manager Date I Z� CONTRACTOR All City Management SSOces, Inc. Fill Date 'd % 38 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract' language will not be accepted. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross - liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend the Named Insured. The policy retroactive date shall be on or before the effective date of this agreement. Acceptable insurers: All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the Agency's Risk Manager. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: Consultant agrees to have its insurer endorse the third -party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 (or otherwise consistent with the insurer's endorsement). Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. A ten (10) day notice to City shall apply to nonpayment of premiums. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor' (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage (except Professional Liability and Workers' Compensation) required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. A� a CERTIFICATE OF LIABILITY INSURANCE DAT21lg/2023 1 12/19/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER Marsh & McLennan Agency LLC Marsh & McLennan Ins. Agency LLC 1 Polaris Way #300 CONTACT NAME: PHONE FAX (AIC NQ. ExtI ac Nq: E-MAIL ADDRESS: occertsCcDmarshmma,com INSURERS AFFORDING COVERAGE NAIC# Aliso Viejo CA 92656 INSURER A: Lexington Insurance Company 19437 License#: OH18131 INSURED ALLCITYMAN All City Management Services, Inc, 10440 10440 Pioneer Blvd., Suite 5 INSURERS: AXIS Surplus Insurance Company 26620 IN Westchester Surplus Lines Insurance Co 10172 INSURER D: National Casualty Company 11991 Santa Fe Springs CA 90670 INSURER E NSURER F: COVERAGES CERTIFICATE NUMBER: 2000206337 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INBR TRIM TYPE OF INSURANCE ADDL SU D POLICY NUMBER MWDDYEFF MMIDD/YYYY LIMITS A XCOMMERCIAL GENERAL LIABILITY Y Y 052114698 8/1/2023 8/1/2024 EACH OCCURRENCE $1,000,000 CLAIMS -MADE J OCCUR I LU PREMISES Ea6occu ence$ 100,000 MED EXP (Any one person) $ X 500,000 PERSONAL &ADV INJURY $1,000,000 GEML AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ECT E LOC PRODUCTS - COMPIOP AGG $2,000,000 $ OTHER'. AUTOMOBILE LIABILITY N N CEaOMBINED SINGLE LIMIT $ a¢itlent BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per amdent) $ PROPERTY DAMAGE $ Per accident HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ B UMBRELLALIAB X OCCUR P00100118039401 8/1/2023 8/1/2024 EACH OCCURRENCE $3,000,000 AGGREGATE $3,000,000 X EXCESS LIAB CLAIMS -MADE DED RETENTION$ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N V WCC334410A 1/1/2024 1/1/2025 X PER STATUTE ORµ ANYPROPRIETORIPARTNER/EXECUTIVE E.L. EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? F N/A (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 Ryes, descnine under DESCRIPTION OF OPERATIONS belay E.L. DISEASE - POLICY LIMIT $1,000,000 C Excess Layer G72535522003 8/1/2023 8/1/2024 AGGREGATE $6,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101, Additional Remarks Schedule, may be attached if more apace is required) RE: Agreement for Crossing Guard Services; Program Pricing Letter for 2022/2023 School Year City of Rosemead, the Rosemead and Garvey School District, and their respective officers, officials, employees, agents, and volunteers are included as additional insured as respects to General Liability per attached endorsement. Primary non contributory applies per attached endorsement. Waiver of Subrogation applies to Workers Compensation and General Liability per attached endorsements. EXCESS Liability follows form of primary coverages. CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosemead 8838 E Valley Blvd, Rosemead CA 91770-0000 UII1/�AUTHORIZED REPRESENTATIVE w` 0 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD INSURED: All City Management Services, Inc POLICY #: 052114698 POLICY PERIOD: 08V2023 TO: ogrovzozn THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED REQUIRED BY WRITTEN CONTRACT This endorsement motifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY POLICY, COVERAGE APPLICABLE TO COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE (SECTION I - COVERAGES) ONLY A. Section 11 - Who Is An Insured is amended to include any person or organization you are required to include as an additional Insured on this policy by a mitten contract or written agreement in effect during this policy period and executed prior to the "occurrence" of the "bodily injury" or "property damage." B. The insurance provided to the above described A additional insured under this endorsement is limited as follows: 1- COVERAGE A BODILY INJURY AND PROP- ERTY DAMAGE ISection I - Coverages) only. 2 The person or organization is only an additional insured with respect to liability wising out of "your work" or 'your product". 3. In the event that the Limits of Insurance provided by this policy exceed the Limits of Insurance required by the mitten contract or mitten agreement, the insurance provided by this endorsement shall be limited to the Limits of Insurance required by the mitten contract or mitten agreement. This endorsement shall not increase the Limits of Insurance shorn in the Declarations pertaining to the coverage provided herein. 0. The insurance provided to such an additional insured does not apply to "bodily injury" or "property damage" arising out of an archi- tect's, engiroer's, or surveyor's rendering of or failure to render any professional services. including, but not limited to: I. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and if. Supervisory, inspection, architectural, or engineering activities. S. This insurance does not apply to "bodily injury" or "property damage" wising out of .your work" or "your product" included in the "product -completed operations hazard" unless you we required to provide such coverage by written contract or mitten agreement and then only for the period of time required by the mitten contract or mitten agreament and in m event beyond the expiration date of the policy. S. Any coverage provided by this endorse- ment to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured Whether primary, excess, contingent or on why other basis. C. In accordance with the terms and conditions of the policy and as more fully explained in the policy, as soon as practicable, each additional insured must give us prompt notice of any "occurrence" which may result in a claim, forwwtl all legal papers to us, cooperate in the defense of any actions, and otherwise comply wldh all of the policy's terms and conditions. Failure to comply Wth this provision may, at our option, result in the claim or 'suit" being denied. ,per Authorized Representative OR Countersignature (In states where applicable) Includes copyrighted information of the Insurance Services Offices, Inc., with its permission. All rights reserved. LX9776 (08,04) INSURED: M airy Management Services, lnc, POLICY#: 052114698 POLICY PERIOD: OMIM23 TO: 08rov2024 ENDORSEMENT LEXINGTON INSURANCE COMPANY WAIVER OF SUBROGATION (BLANKET) It is agreed that we, in the event of a payment under this policy, waive our right of subrogation against any person or organization where the insured has waived liability of such person or organization as part of a written contractual agreement between the insured and such person or organization entered into prior to the "occurrence" or offense. All other terms and conditions remain unchanged. Authorized Representative OR Countersignature (In states where applicable) LEXOCC234 (11/03) LX04a5 INSURED: All City Management Sennces, Inc, POLICY $t: V C334410A POLICY PERIOD: 01101J2o24 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT TO 01 V M25 WC 00 03 13 (Ed. 484) We have the right to recover our payments from anyone liable loran injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (flus agreement applies only to the extent that you perform work under a written contract that requires you to obtain dus agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not mimed in the Schedule. Schedule ANY PERSON(S) OR ORGANIZATION(S) WITH WHOM YOU HAVE AGREED TO SUCH WAIVER, IN A VALID WRITTEN CONTRACT OR WRITTEN AGREEMENT THAT HAS BEEN EXECUTED PRIOR TO A LOSS. Tlus endorsement changes the policy to which it is attached and is effective on the date issued unless othentise stated. (Me information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium S Countersigned By INSURED: All City Management Services, Inc. POLICY #: "I'l ' POLICY PERIOD: aerotrzozs TO 0erov2024 PP MARY" CONMIBMRY ENDORSEMENT This endorsement modifies insurance provided by the policy. Notwiuratanding an otter pr ws m of the policy to the contrary, the insurance alforded by this policy for the benefit of the Addlonal Insured shall be primary Insurance, but only with respect to any claim, loss or liability arising out of the Named Insureds opershons; and any insurance maintained by the Adrdtfonal Insured shad be non-contributing. All other terms and 0ondi6on6 of Cls policy remain the same, I /461ktwr{zed RaWaswWrthi OR Countrargnature on amts wrrere applicable) LX989a (ovoi All City Management Services, Ina LX9838 (08/05) G 0 AGREEMENT FOR CROSSING GUARD SERVICES Without Professional Liability Insurance -aly This AGREEMENT FOR CROSSING GUARD SERVICES (the "Agreement") is dated 3e4 , 2023 and is between the CITY OF ROSEMEAD (hereinafter called the "City"), and ALL CITY MANAGEMENT SERVICES, INC., a California corporation (hereinafter called the "Contractor"). WITNESSETH The parties hereto have mutually covenanted and agreed as follows: This Agreement is for a term which commences on or about July 1, 2023, and ends on June 30, 2026, and for such term thereafter as the parties may agree upon. 2. The Contractor will provide personnel equipped and trained in appropriate procedures for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a "Crossing Guard." Contractor will perform criminal background checks and confirm employment eligibility through E - Verify on all prospective personnel. The Contractor is an independent contractor and the Crossing Guards to be furnished by it shall at all times be its employees and not those of the City. 3. The City's representative in dealing with the Contractor shall be designated by the City of Rosemead. 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 professionally 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 shall conduct themselves in accordance with the conditions of this Agreement and all applicable laws of the state in which the Services are to be performed. 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. Crossing Guard Services (the "Services") shall be provided by the Contractor at the designated locations on all days in which school is in session in the area under the City's jurisdiction. The 33 Contractor also agrees to maintain communication with the designated schools to maintain proper scheduling. 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 wom 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. Insurance: General liability insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $5,000,000 per occurrence, $5,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Umbrella or excess liability insurance. [If required to meet higher limits]. Contractor shall obtain and maintain an umbrella liability insurance policy with limits that will provide bodily injury, personal injury, and property damage liability coverage, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions: A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason, other than bankruptcy or insolvency of said primary insurer. • "Pay on behalf of wording as opposed to "reimbursement." -Concurrency of effective dates with primary policies. Should Contractor obtain and maintain an excess liability policy, such policy shall be excess over commercial general liability, automobile liability, and employer's liability policies. Such policy or policies shall include wording that the excess liability policy follows the terms and conditions of the underlying policies. Workers' compensation insurance. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers. Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that City, the Rosemead and Garvey School District, and their respective officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. 34 Primary/non-contributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self- insurance shall be called upon to protect it as a named insured. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the City and shall require similar written express waivers and insurance clauses from each of its subconsultants. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Notice of cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Contractor's insurers are unwilling to provide such notice, then Contractor shall have the responsibility of notifying the City immediately in the event of Contractor's failure to renew any of the required insurance coverages or insurer's cancellation or non -renewal. 11. Indemnification: Contractor agrees to defend, indemnify and hold harmless the City, the Rosemead and Garvey School District's and their respective Council members, board members, officers, employees, agents and representatives, from and against any and all actions, claims for damages to persons or property, penalties, obligations or liabilities (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 the negligent acts or omissions, or willful misconduct, of Contractor, its agents, employees, subcontractors, representatives or invitees in the performance of the Services under this Agreement. Contractor's duty to defend and indemnify shall not extend to any Claims arising out of the City or Rosemead and Garvey School District's sole negligence. 35 a) Contractor will defend any action or actions filed in connection with any Claims, damages, penalties, obligations, or liabilities and will pay all costs and expenses including attorney's fees. incurred in connection herewith. b) In the event the City or Rosemead and Garvey School District's, their officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such Claim or damages arising out of or in connection with the negligence of Contractor hereunder, Contractor agrees to pay City and/or Rosemead and Garvey School District's, their officers, agents, or employees, any and all costs and expenses incurred by the City and/or Rosemead and Garvey School District, their officers, agents, or employees in such action or proceeding, including, but not limited to, reasonable attorney's fees. C) In the event that a court determines that liability for any Claim was caused or contributed to by the negligent act or omission or the willful misconduct of City or Rosemead and Garvey School District's, liability will be apportioned between Contractor and City or Rosemead and Garvey School District based upon the parties' respective degrees of culpability, as determined by the court, and Contractor's duty to indemnify City and Rosemead and Garvey School District will be limited to Contractor's proportionate share of liability accordingly. 12. Either party shall have the right to terminate this Agreement by giving sixty (60) days written notice to the other party. 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. The City agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of Thirty Dollars and Eighty-eight Cents ($30.88) per hour, per Crossing Guard during the term. Based on a minimum of sixteen (16) sites and upon a projected (10,080) hours of service the cost shall not exceed Three Hundred Eleven Thousand, Two Hundred and Seventy-one Dollars ($311,271.00) for the 2023-2024 School Year, unless Contractor fails to perform service. The City agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of Thirty-two Dollars and Ninety-nine Cents ($32.99) per hour, per Crossing Guard during the term. Based on a minimum of sixteen (16) sites and upon a projected (10,080) hours of service the cost shall not exceed Three Hundred Thirty-two Thousand, Five Hundred and Thirty-nine Dollars ($332,539.00) for the 2024-2025 School Year, unless Contractor fails to perform service. The City agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of Thirty-two Dollars and Ninety-nine Cents ($32.99) per hour, per Crossing Guard during the term. Based on a minimum of sixteen (16) sites and upon a projected (10,080) hours of service the cost shall not exceed Three Hundred Thirty-two Thousand, Five Hundred and Thirty-nine Dollars ($332,539.00) for the 2025-2026 School Year, unless Contractor fails to perform service. 15. Payment is due within thirty (30) days of receipt of Contractor's properly prepared invoice. 36 16. 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 the 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. 17. 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. 18 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 in which the Services are to be performed, without regard to its conflicts of law provisions. Any amendments, modifications, or alterations to this Agreement must be in writing and signed by all parties. There will be no presumption against any parry 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. [SIGNATURES FOLLOW ON NEXT PAGE[ 37 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year written below. CITY City of Rosemead By Ben Ki City Manager Date I 2 CONTRACTOR All City Management SSrvices, Inc. Date ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 72 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLI BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHOR REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER Marsh & McLennan Agency LLC Marsh & McLennan Ins. Agency LLC CONTACT PHONE FAX (AIC, No. Ext) ac Ne: 1 Polaris Way #300 ADDRESS: occerts@marshmma.com Aliso Viejo CA 92656 INSURERS AFFORDING COVERAGE NAIC0 INSURER A: National Casualty Company 11991 Licensed : OH18131 INSURED ALLCITYMAN All City Management Services, Inc. 10440 Pioneer Blvd., Suite 5 INSURER B: AXIS Surplus Insurance Company 26620 INSURERC: Westchester Surplus Lines Insurance Co 10172 INSURER D: Lexington Insurance Company 19437 Santa Fe Springs CA 90670 INSURER E : X SOO,GN INSURER F : COVERAGES CERTIFICATE NUMBER: 836652798 REVISION NUMBER' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR INSO WD POLICYNUMBER POLICY EFF POLICY EXP MMIDD Midi LIMITS D X I COMMERCIAL GENERAL LIABILITY Y Y 052114698 8/1/2024 8/1/2025 EACH OCCURRENCE $1,000,000 CLAIMS -MADE IX I OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 100,000 MED EXP (Any one person) $ X SOO,GN PERSONAL B ADV INJURY $1,000,000 _ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY JECT 1:1 LOG PRODUCTS - COMPIOP AGG $2,000,000 $ OTHER' AUTOMOBILE LIABILITY N N COMBINED SINGLE LIMIT $ Ea accitlent BODILY INJURY (Per person) S ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS (Per accidten BODILY INJURY ) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Par accitlent $ B UMBRELLALIAB XOCCUR I P00100118039402 8/1/2024 8/1/2025 EACH OCCURRENCE $3,000,000 X EXCESS LAB CLAIMS -MADE AGGREGATE $3,000,000 DED RETENTION $ $ A WORKERSCOMPENSATION AND EMPLOYER$' LIABILITY YIN Y WCC334410A 1/1/2024 1/1/2025 X STATUTE ETH- E.L. E.L. EACH ACCIDENT $1,000,000 ANYPROPRIETOWPARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? N/A E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under — -- DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $1,000,000 C Excess Layer G72535522004 8/1/2024 8/1/2025 AGGREGATE $6,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Agreement for Crossing Guard Services; Program Pricing Letter for 2022/2023 School Year City of Rosemead, the Rosemead and Garvey School District, and their respective officers, officials, employees, agents, and volunteers are included as additional insured as respects to General Liability per attached endorsement. Primary non contributory applies per attached endorsement. Waiver of Subrogation applies to Workers Compensation and General Liability per attached endorsements. Excess Liability follows form of primary coverages. CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosemead//��, Valley 8638 E Valley Blvd. AUTHORENTA@ err _ Rosemead 91770-0000 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD INSURED: All City Management Services, Inc. POLICY #: 052114698 POLICY PERIOD: 9&0112924 TO: 08101rz025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED REQUIRED BY WRITTEN CONTRACT This endorsement modifies insurance provided under the fo;lowino: COMMERCIAL GENERAL LIABILITY POLICY, COVERAGE APPLICABLE TO COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE (SECTION I - COVERAGES) ONLY A. Section II - Who Is An Insured is amended to include any person or organization you are required to include as an additional insured on this policy by a written contract or Witten agreement in effect during this policy period and executed prior to the "occurrence" of the "bodily injury" or "property damage." B. The insurance provided to the above described A additional insured under this endorsement is limited as follows: 7. COVERAGE ABODILY INJURY AND PROP- ERTY DAMAGE (Section I - Coverages) only. 2 The person or organization is only m additional insured with respect to liability wising out of "your work" or 'your product". a In the event that the Limns of Insurance provided by this policy exceed the Limits of Insurance required by the mitten contract or witten agreement, the insurance provided by this endorsement shall be limited to the Limits of Insurance required by the mitten contract or witten agreement. This endorsement shall not increase the Limits of Insurance sflown in the Declarations pertaining to the coverage provided herein. 4. The insurance provided to such an additional insured does not apply to "bodily injury" or "property damage" arising out of an archi- tect's, engineer's, of surveyor's rendering of or failure to render any professional services, including, but not limited to: i. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drevings and specifications; and fi, Supervisory, inspection, architectural, or engineering activities. 5. This insurance does not apply to "bodily injury' or "property damage" arising out of "your Will or "your product" included in the "product -completed operations hazard" unless you are required to provide such coverage by Witten contract or Witten agreement and then only for the period of time required by the Witten contract or Witten agreement and in no event beyond the expiration date of the policy. 6. Any coverage provided by this endorse. ment to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured vhatiwr primary, excess, contingent or on any other basis. C. In accordance with the terms and conditions of the policy and as more fully explained in the policy, as soon as practicable, each additional insured must give us prompt notice of any "occurrence" which may result in a claim, forward all legal papers to us, cooperate in the defense of any actions, and otherwise comply with all of the policy's terms and Conditions. Failure to comply with this provision may, at our option, result in the claim or "suit" being denied. Authorized Representative OR Countersignature (In states where applicable) Includes copyrighted information of the Insurance Services Offices, Inc., with its permission. Al rights reserved. LX9779 40800 INSURED: All City Management services, Inc. POLICY#: 052114698 POLICY PERIOD: 08/0112024 TO: 08/0112025 ENDORSEMENT LEXINGTON INSURANCE COMPANY WAIVER OF SUBROGATION (BLANKET) It is agreed that we, in the event of a payment under this policy, waive our right of subrogation against any person or organization where the insured has waived liability of such person or organization as part of a written contractual agreement between the insured and such person or organization entered into prior to the "occurrence" or offense. All other terms and conditions remain unchanged. Authorized Representative OR Countersignature (In states where applicable) LEXOCC234 (11/03) LX0485 INSURED: All City Management services, Inc. POLICY #: wCC334410A POLICY PERIOD: 0110112024 TO 01/012025 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments front anyone liable for an injury covered by this policy. VVe will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a wTitten contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON(S) OR ORGANIZATION(S) WITH WHOM YOU HAVE AGREED TO SUCH WAIVER, IN A VALID WRITTEN CONTRACT OR WRITTEN AGREEMENT THAT HAS BEEN EXECUTED PRIOR TO A LOSS. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Pobc_v No. Endorsement No. Insured Premium S Countersigned INSURED: All City Management Services, Inc. POLICY #: 052114698 POLICY PERIOD: 08101/2024 TO 08/01/2025 PRlMARYINON CONTRIBUTORY ENDORSEMENT This endorsement modifies insurance provided by the policy: Notwilhstanrgng arty other provision of the policy to the contrary, the insurance afforded by this policy for the benefit of the Additional Insured shall be primary insurance, but only with respect to any claim, loss or liability arising out of the Named Insureds operations; and any insurance maintained by the Additional itsured shall be non-contributing. AN other terms and oondifions of the policy remain the same. Authorized Representative OR Countersignature (in tttatae whwe applicabley LX2838 (0&1x5) All City Management Services, Inc. LX9838 (08105) MARSH & MCLENNAN AGENCY LLC CO 1 POLARIS WAY STE 300 ALISO VIEJO CA 92656-5358 CITY OF ROSEMEAD 8838 VALLEY BLVD ROSEMEAD CA 91770-1714 m ® .4� o CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDOIYYYY( 7/28/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh & McLennan Agency LLC Marsh & McLennan Ins. Agency LLC 1 Polaris Way #300 Aliso Viejo CA 92656 License#: OH18131 CONTACT NAME: PHONE INC. No Ball 949-900-1750 ac No: E4AIL ADDRESS: INSURERS AFFORDING COVERAGE NAIL# INSURER A: National Casualty Company 11991 INSURED ALLCITYMAN All City Management Services, Inc. 10440 Pioneer Blvd., Suite 5 Santa Fe Springs CA 90670 INSURER B: Lexington Insurance Company 19437 INSURER C: AXIS Surplus Insurance Company 26620 INSURER D: Westchester Surplus Lines Insurance Cc 10172 INSURER E INSURER F: CERTIFICATE NUMBER: 31701058 KEViSiON NUMBER: Ywvcwic THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MOWUDDY EFF MIDDIYYYY LIMITS B X COMMERCIAL GENERAL LIABILITY Y Y 052114698 8/1/2023 8/1/2024 EACH OCCURRENCE $1,000,000 DAMAGE TO 11"TE1 PREMISES Ea occurrence $100,000 CLAIMS -MAGE MOCCUR MED EXP (My.. person) $ X 500000 PERSONAL& ADV INJURY $1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $2,000,000 PRODUCTS - COMPIOP AGO $2,000,000 POLICY Z ECT D LOC OTHER: AUTOMOBILE LIABILITY N N COMBINED SINGLE LIMIT $ Ea auitlem BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY tPer accident) $ OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident 8 C UMBRELLALIAS OCCUR POOIOOJJ8039401 8/1/2023 8/1/2024 EACH OCCURRENCE $3,000,000 AGGREGATE $3,000,000 X EXCESS U,U1 N CLAIMS -MADE DED RETENTION$ WORKERS COMPENSATION H. $ X STATUTE ETPER H A Y WCC334410A 1/1/2023 1/1/2024 E.L. EACH ACCIDENT $1,000,000 AND EMPLOYERS' LIABILITY Y I N ANYPROPRIETORIPARTNEWEXECUTIVE EL DIS E. EMPLOYEE $1,000000 OFFICERIMEMBEREXCLUDEO? � (Mandatory in NH) NIA E.L. DISEASE - POLICY LIMIT $1,000,000 H yes, de scribe under DESCRIPTION OF OPERATIONS below D Excess Layer G72535522003 8/1/2023 6/1/2024 AGGREGATE $6,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) RE: Agreement for Crossing Guard Services; Program Pricing Letter for 2022/2023 School Year City of Rosemead, the Rosemead and Garvey School District, and their respective officers, officials, employees, agents, and volunteers are included as additional insured as respects to General Liability per attached endorsement. Primary non contributory applies per attached endorsement. Waiver of Subrogation applies to Workers Compensation and General Liability per attached endorsements. Excess Liability follows form of primary coverages. r.1.uenl ULK I It1UA I E RULUErt ^ ^ ^--- -"--- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosemead 6636 E Valley Blvd. Rosemead CA 91770-0000 AUTHORIZED @0 Uu11Si�r"-J�/�RRE�.PPRREESENT�QATIVE Q 11988.2015ACORDCGRI'VR�„ rrV ��. n„M,..a.csr,..�... ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD INSURED: All City Management services. Inc. POLICY #: 052114698 POLICY PERIOD: OMlQO23 TO: OM112026 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED REQUIRED BY WRITTEN CONTRACT This endorsement modifies insurance provided under the followng: COMMERCIAL GENERAL LIABILITY POLICY, COVERAGE APPLICABLE TO COVERAGE A BODILY INJURY AND PROPERTY DAMAGE (SECTION I - COVERAGES) ONLY A. Section II -Who Is An Insured is amended to include any person or organization you are required to include as an additional insured on this policy by a mitten contract or mitten agreement in effect during this policy period and e aacuted prior to the "occurrence" of the "bodily injury" or "property damage." S. The insurance provided to the above described A additional Insured under this endorsement is limited as follows: 1. COVERAGE A BODILY INJURY AND PROP- ERTY DAMAGE (Section I - Coveiageal only. 2 The person or organization is only an additional insured with respect to liability arising out of "your work" or "your product". I h the event that the Limas of Insurance provided by this policy exceed the Limas of Insurance required by the mitten convect or mitten agreement, the insurance provided by this endorsement shall be limited to the Limits of Insurance required by the mitten contract or mitten agreement. This endorsement shall not increase the Limits of Insurance shown in the Declarations pertaining to the coverage provided herein. 4. The insurance provided to such an additional insured does not apply to "bodily injury" or "property damage" arising out of an archi- tect's, engineer's, or surveyor's rendering of or failure to render any professional services, including, but not limited to: i. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drapings and specifications: and ii. Supervisory, inspection, architectural, or engineering activities. 5. This insurance does not apply to "bodily injury" or "property damage" arising out of .your mirk" or "your product" included in the "product -completed operations hazard" unless you are required to provide such coverage by mitten contract or mitten agreement and then only for the period of time required by the mitten contract or mitten agreement and in no event beyond the expiration date of the policy. S. Any coverage provided by this endorse- ment to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis. C. In accordance with the terms and conditions of the policy and as more fully explained in the policy, as soon as practicable, each additional insured must give us prompt notice of any "occurrence" which may result in a claim, fors cl all legal papers to us, cooperate in the defense of any actions, and otherwise comply with all of the policy's terms and conditions. Failure to comply with this provision may, at our option, result in the claim or "sue" being denied. Authorized Representative OR Countersignature (In states where applicable) Includes copyrighted information of the insurance Services Offices, Inc., with its permission. All rights reserved. LX97791081041 INSURED: All City Management services, Inc, POLICY* 052114898 POLICY PERIOD: 081118023 TO: 08101/2024 ENDORSEMENT LEXINGTON INSURANCE COMPANY WAIVER OF SUBROGATION (BLANKET) It is agreed that we, in the event of a payment under this policy, waive our right of subrogation against any person or organization where the insured has waived liability of such person or organization as part of a written contractual agreement between the insured and such person or organization entered into prior to the "occurrence" or offense. All other terms and conditions remain unchanged. Authorized Representative OR Countersignature (In states where applicable) LEXOCC234 (11/03) LX0486 INSURED: All City Management Services,Inc. POLICY #: WCC334410A POLICY PERIOD: 01/0112023 TO mv0112024 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 484) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have die right to recover our payments from anyone liable for art urjury covered by this policy. We willuotenforce our right against die person or organization named in die Schedule. (I7iis agreement applies only to die extent dial you perform work under a written contract drat requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not reamed in die Schedule. Schedule ANY PERSON(S) OR ORGANIZATION(S) WITH WHOM YOU HAVE AGREED TO SUCH WAIVER, IN A VALID WRITTEN CONTRACT OR WRITTEN AGREEMENT THAT HAS BEEN EXECUTED PRIOR TO A LOSS. 'Plus endorsement cliatiges die policy to which itis attached alid is eflectivc on die date issued miless otherwise stated. (The information below a regtmed only when itis endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. lasered Premium S Countersigned INSURED: All City Management Services, Inc. POLICY #: 052114698 LX9838 (08/05) POLICY PERIOD: OMlQO23 TO OWOIrz024 PRIMARYl M COWRIBUTORY ENDORSEMENT This endorsement modifies insurance provided by the policy: Notwithstanding arty other provision of the policy to the contrary, the insurance afforded by this policy for the benefit of the Addittorlal Insured shall be primary Insurance, but only with respect to any claim, loss or liability arising out of the Named Insurses operations; and any insurance maintained by the Additional Insured shag be non-contributing. All other terms and condiUens of the policy remain the same. �i Authornxed Repreearnative OR Countersignature (In atatae where applicable) All City Management Services, Inc. ct y Cbri i„:03) AGREEMENT FOR CROSSING GUARD SERVICES This AGREEMENT FOR CROSSING GUARD SERVICES (the "Agreement") is dated June 24, 2020 and is between the CITY OF ROSEMEAD (hereinafter called the "City"), and ALL CITY MANAGEMENT SERVICES, INC., a California corporation(hereinafter called the "Contractor"). WITNESSETH The parties hereto have mutually covenanted and agreed as follows: 1. This Agreement is for a term which commences on or about July 1, 2020 and ends on June 30, 2021 and for such term thereafter as the parties may agree upon. 2. The Contractor will provide personnel equipped and trained in appropriate procedures for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a"Crossing Guard". Contractor will perform criminal background checks and confirm employment eligibility through E- Verify on all prospective personnel. The Contractor is an independent contractor and the Crossing Guards to be furnished by it shall at all times be its employees and not those of the City. 3. The City's representative in dealing with the Contractor shall be designated by the City of Rosemead. 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 shall conduct themselves in accordance with the conditions of this Agreement and all applicable laws of the state in which the Services are to be performed. 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. Crossing Guard Services (the "Services") shall be provided by the Contractor at the designated locations 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. 1 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. The Contractor shall at all times provide workers' compensation insurance covering its employees and shall provide and maintain liability insurance for Crossing Guard activities. The Contractor will provide to the City a Certificate of Insurance naming the City and its officials, officers and employees as additional insureds. Such insurance shall include commercial general liability with a combined single limit of not less than $1,000,000.00 per occurrence and in aggregate for property damage and bodily injury. Such insurance shall be primary with respect to any insurance maintained by the City and shall not call on the City's insurance contributions. Such insurance shall be endorsed for contractual liability and personal injury and shall include the City, its officers, agents and interest of the City. Such insurance shall not be canceled, reduced in coverage or limits or non-renewed except after thirty (30) days written notice has been given to the City. 11. Contractor agrees to defend, indemnify and hold harmless the City, its officers, employees, agents and representatives, from and against any and all actions, claims for damages to persons or property, penalties, obligations or liabilities (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 the sole negligent acts or omissions, or willful misconduct, of Contractor, its agents, employees, subcontractors, representatives or invitees. 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) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the sole negligence of Contractor hereunder, Contractor agrees to pay City, its officers, agents, or employees, any and all costs and expenses incurred by the City, its officers agents or employees in such action or proceeding, including, but not limited to, reasonable attorney's fees. c) In the event that a court determines that liability for any Claim was caused or contributed to by the negligent act or omission or the willful misconduct of City, liability will be apportioned between Contractor and City based upon the parties' respective degrees of culpability, as determined by the court, and Contractor's duty to indemnify City will be limited accordingly. d) 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 $9,000,000 (Nine Million Dollars). 12. Either party shall have the right to terminate this Agreement by giving sixty (60) days written notice to the other party. 2 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. The City agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of Nineteen Dollars and Seventy-three Cents ($19.73) per hour, per Crossing Guard during the term. Based on a minimum of fifteen (15) sites and upon a projected (9,450) hours of service the cost shall not exceed One Hundred Eighty-six Thousand, Four Hundred and Forty-nine Dollars ($186,449.00) for the 2020-2021 School Year, unless Contractor fails to perform service. 15. Payment is due within thirty (30) days of receipt of Contractor's properly prepared invoice. 16. 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. 17. 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 mof rt . 18 This Agreementestablishedby utual constitutesconsent the completebothpaandiesexclusive 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 in which the Services are to be performed, without regard to its conflicts of law provisions. Any amendments, modifications, or alterations to this Agreement must be in writing and signed by all parties. 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. [SIGNATURES FOLLOW ON NEXT PAGE] 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year written below. CITY CONTRACTOR City of Roseme i All City Management Services, Inc. B . a, Signature D. F ell, C rporate Secretary Gloria Molleda, City Manager Print Name and Title Date I M 22 Date 07/22)/202,0 720 4 Client#:475947 ALLCITYMAN ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Nick Newell Marsh&McLennan Agency LLC PHONE 949 425 7312 FAX (A/C,No,Ext): (A/C,No): Marsh&McLennan Ins.Agency LLC E-MAIL nick.newell@marshmma.com ADDRESS: 350 S Grand Ave,Ste 3410 INSURER(S)AFFORDING COVERAGE NAIC# Los Angeles,CA 90071 INSURER A:Landmark American Insurance Company 33138 INSUREDINSURER B:Mercer Insurance Company 14478 All City Management Services,Inc. Berkshire Hathawa Homestate Ins Co 20044 INSURER C: Y 10440 Pioneer Blvd.,Suite 5 Lexington Insurance Company 19437 INSURER D: 9 P Y Santa Fe Springs,CA 90670 Everest National Insurance Company INSURER E: P Y 10120 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN TYPE OF INSURANCE NSR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY LHA141150 08/01/2020 08/01/2021 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE O(Eaoccurence) $50,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- X POLICY JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ E AUTOMOBILE LIABILITY CF8CA00199201 08/01/2020 08/01/2021 COMBIN aaccidEDent)SINGLE LIMIT �1,000,000 (E ANY AUTO BODILY INJURY(Per person) $ OWNED X SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY AUTOS ONLY (Per accident) $ B X UMBRELLA LIAB X OCCUR 27307647 08/01/2020 08/01/2021 EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 DED RETENTION$ $ C WORKERS COMPENSATION ALWC132445 01/01/2020 01/01/2021 STATUTE EOTH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Excess Layer 080877908 08/01/2020 08/01/2021 $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of Coverage CERTIFICATE HOLDER CANCELLATION Cityof Rosemead SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 8838 E Valley Blvd. ACCORDANCE WITH THE POLICY PROVISIONS. Rosemead,CA 91770-0000 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #86313418/106313279 WOAQH MARSH & MCLENNAN AGENCY LLC CO 1 POLARIS WAY STE 300 ALISO VIEJO CA 92656-5358 CITY OF ROSEMEAD 8838 VALLEY BLVD ROSEMEAD CA 91770-1714 AGREEMENT FOR CROSSING GUARD SERVICES This AGREEMENT FOR CROSSING GUARD SERVICES (the "Agreement") is dated lY� , 2019 and is between the CITY OF ROSEMEAD (hereinafter called the "City" and ALL CITY MANAGEMENT SERVICES, INC., a California corporation(hereinafter called the "Contractor"). WITNESSETH The parties hereto have mutually covenanted and agreed as follows: 1. This Agreement is for a term which commences on or about July 1, 2019 and ends on June 30, 2020 and for such term thereafter as the parties may agree upon. 2. The Contractor will provide personnel equipped and trained in appropriate procedures for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a Crossing Guard. The Contractor is an independent Contractor and the Crossing Guards to be furnished by it shall at all times be its employees and not those of the City. 3. The City's representative in dealing with the Contractor shall be designated by City. 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 shall conduct themselves in accordance with the conditions of this Agreement and all applicable laws of the state in which the Services are to be performed. 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. 1 • 8. Crossing Guard Services (the "Services") shall be provided by the Contractor at the designated locations on all days in which school is in session in the area under the 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. The Contractor shall at all times provide workers' compensation insurance covering its employees and shall provide and maintain liability insurance for Crossing Guard activities. The Contractor will provide to the City a Certificate of Insurance naming the City and its officials, officers and employees as additional insureds. Such insurance shall include commercial general liability with a combined single limit of not less than $1,000,000.00 per occurrence and in aggregate for property damage and bodily injury. Such insurance shall be primary with respect to any insurance maintained by the City and shall not call on the City's insurance contributions. Such insurance shall be endorsed for contractual liability and personal injury and shall include the City, its officers, agents and interest of the City. Such insurance shall not be canceled, reduced in coverage or limits or non-renewed except after thirty(30) days written notice has been given to the City. 11. Contractor agrees to defend, indemnify and hold harmless the City, its officers, employees, agents and representatives, from and against any and all actions, claims for damages to persons or property, penalties, obligations or liabilities (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 the negligent acts or omissions, or willful misconduct, of Contractor, its agents, employees, subcontractors, representatives or invitees. a) Contractor will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses including attorney's fees incurred in connection herewith. b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims, damages, penalties, obligations or liabilities. c) In the event the City its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the sole negligence of Contractor hereunder, Contractor agrees to pay the City, its officers, agents, or employees, any and all costs and expenses incurred by the City, its officers agents or employees in such action or proceeding, including, but not limited to, reasonable attorney's fees. d) In the event that a court determines that liability for any Claim was caused or contributed to by the negligent act or omission or the willful misconduct of the City, liability will be apportioned between Contractor and the City based upon the parties' respective 2 1 degrees of culpability, as determined by the court, and Contractor's duty to indemnify the City will be limited accordingly. e) 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 $9,000,000 (Nine Million Dollars). 12. Either party shall have the right to terminate this Agreement by giving sixty (60) days written notice to the other party. 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. The City agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of Eighteen Dollars and Ninety-Eight Cents ($18.98) per hour, per Crossing Guard during the term. The cost of providing 9,450 hours of service shall not exceed $179,361.00. 15. Payment is due within thirty (30) days of receipt of Contractor's properly prepared invoice. 16. 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 the City with 60 days-notice of its request to increase pricing. The City agrees to review and respond to said notice within 30 days of receipt. 17. 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. 18 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 in which the Services are to be performed, without regard to its conflicts of law provisions. Any amendments, modifications, or alterations to this Agreement must be in writing and signed by all parties. 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. [SIGNATURES FOLLOW ON NEXT PAGE] 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year written below. City of Rosemead All City Management Services, Inc. I B Bye► Signature D. Fa -11, Co porate Secretary GLORIA MOLLEDA, CITY MANAGER Print Name and Title Date JUNE 19,2 019 Date April 30, 2019 4 Date: 4 2 9 19 Re: Pricing for 2019-2020 Fiscal Year Enclosed you will find two (2) contract copies which reflect the updated pricing for the e48., for the 2019-2020 fiscal year. After the necessary signatures have been affixed, please send us an original for our records. If you have any questions, please feel free to contact me at (800) 540-9290. Sinc- ely, ` 'I, Demetr. Fa , e , Corporate Secretary Enclosures Amendment to the Agreement between All City Management Services, Inc. and the City of Rosemead for providing School Crossing Guard Services The City of Rosemead hereinafter referred to as the "City", and All City Management Services, Inc., located at 10440 Pioneer Blvd., Suite 5, Santa Fe Springs, CA 90670, hereinafter referred to as the "Contractor", mutually agree to amend the existing Agreement entered into on August 14. 2012 as follows: 1. Item #1 The City and the Contractor agree to extend the term of this Agreement for the 2017 - 2018 school year beginning July 1, 2017 through June 30, 2019. 2. Item # 15 The City agrees to pay Contractor for services rendered pursuant to the Agreement the sum of Seventeen Dollars and Forty-Eight Cents ($17.48) per hour of guard service provided. It is understood that the cost of providing Nine Thousand Three Hundred and Seven (9,307) hours of service shall not exceed One I lundred Sixty-Two Thousand, Six Hundred and Seventy-Seven Dollars and Sixty-Two cents ($162,677.62). 3. Except as provided for in Item # 1 and Item to 15, all other terms and conditions of the original Agreement and Amendments thereto between the City and the Contractor remain in effect. City of Rosemead AllCity Management Services, Inc. By: v4 9 : 3SY1�-�.i. By: Signature Sig ure �,/ ,,.� A 1N\Paas Z-,T� rV A.'-1E(� �Lhnt / n �Uc dt/LL ‘'"I Print Name and Title Print Name a d Title / J Date: 11 t t Date: /VW/ 7 Amendment to the Agreement between All City Management Services, Inc. and the City of Rosemead for providing School Crossing Guard Services The City of Rosemead hereinafter referred to as the "City", and All City Management Services, Inc.,located at 10440 Pioneer Blvd., Suite 5, Santa Fe Springs, CA 90670, hereinafter referred to as the "Contractor", mutually agree to amend the existing Agreement entered into on August 14, 2012 as follows: I. Item # 1 The City and the Contractor agree to extend the term of this Agreement for the 2017 -2018 school year beginning July 1, 2017 through June 30, 2019. 2. Item# 15 The City agrees to pay Contractor for services rendered pursuant to the Agreement the sum of Seventeen Dollars and Forty-Eight Cents ($17.48) per hour of guard service provided. It is understood that the cost of providing Eight Thousand Eight Hundred and "twenty (8,820) hours of service shall not exceed One Hundred Fifty-Four Thousand, One Hundred and Seventy-Three Dollars and Sixty cents ($154,173.60). 3. Except as provided for in Item # I and Item # 15, all other terms and conditions of the original Agreement and Amendments thereto between the City and the Contractor remain in effect. City of Rosemead All City Management Services, Inc. Signature Signature p C�a..rs C -r1 14\ CEM. &ficeii J kpyl,tnF. fV2kk�i( Print Name and Title Print Name and and Title Date: a ' 2 1 ' p t Date: L1 I 51 Amendment to the Agreement between All City Management Services, Inc. and the City of Rosemead for providing School Crossing Guard Services The City of Rosemead hereinafter referred to as the "City", and All City Management Services. Inc.. located at 10440 Pioneer Blvd., Suite 5, Santa Fe Springs, CA 90670, hereinafter referred to as the "Contractor", mutually agree to amend the existing Agreement entered into on August 14, 2012 as follows: 1. Item# 1 The City and the Contractor agree to extend the term of this Agreement for the 2017 - 2018 school year beginning July 1, 2017 through June 30, 2018. 2. Item # 15 The City agrees to pay Contractor for services rendered pursuant to the Agreement the sum of Seventeen Dollars and Forty-Eight Cents ($17.48) per hour of guard service provided. It is understood that the cost of providing Eight Thousand One Hundred and Ninety (8,190) hours of service shall not exceed One Hundred Forty-Three Thousand, One Hundred and Sixty-One Dollars and Twenty-One cents ($143,161.20). 3. Except as provided for in Item # 1 and Item # 15, all other terms and conditions of the original Agreement and Amendments thereto between the City and the Contractor remain in effect. City of Rosemead All City Management Services, Inc. By: —U:a.s R . ,n. By _ I - — Signature Si 'attire [ / g 1`1 Ad.y Cry-11-,,A[G..1 -Curet Print Print Name and Title Print Name and Title Date: Czi ' 1 ' t 1 Date: /�O/i 0 (,o 0 Amendment to Agreement between All City Management Services, Inc. and The City of Rosemead for providing School Crossing Guard Services The City of Rosemead hereinafter referred tows the "City ", and All City Management Services, Inc., located at 10440 Pioneer Blvd., Suite 5, Santa Fe Springs, CA 90670, hereinafter referred to as the "Contractor", mutually agree to amend the existing Agreement entered into on August 14, 2012 as follows: 1. Item #1 The City and the Contractor agree to extend the term of this Agreement for the 2015 - 2016 school year beginning July 1, 2015 through June 30, 2017. 2. Item #15 The City agrees to pay Contractor for services rendered pursuant to the Agreement the sum of Fifteen Dollars and Ninety -Eight Cents ($15.98) per hour of guard service provided. It is understood that the cost of providing Eight Thousand One Hundred and Ninety (8,190) hours of service shall not exceed One Hundred Thirty Thousand, Eight Hundred and Seventy -Six Dollars ($130,876,00). 3, Except as provided for in Item #1 and Item #15, all other terms and conditions of the original Agreement and Amendments thereto between the City and the Contractor remain in effect. City of Rosemead /� cf Print Name an Ttle All City Management Services, Inc. Date t�. 5® Date March 25, 2015 R AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND ALL CITY MANAGEMENT SERVICES, INC. FOR CROSSING GUARD SERVICES This AGREEMENT made and entered into this August 14, 2012, by and between the CITY OF ROSEMEAD a municipal corporation, hereinafter called the "City ", and ALL CITY MANAGEMENT SERVICES, INC., hereinafter called the "Contractor'; WITNESSETH The parties hereto have mutually covenanted and agreed as follows: 1. This Agreement is for a three year period which commences August 14, 2012 and ends on June 30, 2015 and for such term thereafter as the parties may agree upon. 2. The Contractor will provide personnel equipped and trained in appropriate procedures for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a Crossing Guard. 3. (a) The Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City and the Crossing Guards to be furnished by the Contractor shall at all times be its employees and not those of the City. The Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by the City. (b) The personnel performing the services under this Agreement on behalf of the Contractor shall at all times be under the Contractor's exclusive direction and control. Neither the City, nor any elected or appointed boards, officers, officials, employees or agents of the City, shall have control over the conduct of the Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. The Contractor shall not at any time or in any manner represent that the Contractor or any of the Contractor's officers, employees, or agents are in any manner officials, officers, employees or agents of the City. (c) Neither the Contractor, nor any of the Contractor's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to the City's employees. The Contractor expressly waives any claim the Contractor may have to any such rights. 4. The City's representative in dealing with the Contractor shall be designated by the City. 5. 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 all items of this Agreement. 6. 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. 7. In the performance of their duties the Contractor and all employees of the Contractor shall conduct themselves in accordance with the requirements of this Agreement and the laws and codes of the State of California and the City of Rosemead. 8. Persons provided by the Contractor as Crossing Guards shall be trained in the laws and codes of The State of California and the City of Rosemead pertaining to general pedestrian safety in school crossing areas. 9. Crossing Guard Services shall be provided by the Contractor at the designated locations on all days in which the designated schools in the City of Rosemead are in session. The Contractor also agrees to maintain communication with the designated school to maintain proper scheduling. 10. 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. 11. The Contractor shall at all times provide workers' compensation insurance covering its employees consistent with California law, and shall provide and maintain liability insurance for Crossing Guard activities. The Contractor will provide to the City a Certificate of Insurance naming the City and its officials, officers and employees as an additional insured. Such insurance shall include commercial general liability with a combined single limit of not less than $5,000,000.00 per occurrence for bodily injury, personal injury, and property damage and the general aggregate limit shall be not less than $6,000,000. Such insurance shall be primary with respect to any insurance maintained by the City and shall not call on the City's insurance contributions. Such insurance shall be endorsed for contractual liability and personal injury and shall include the City, its officers, agents and interest of the City. Such insurance shall not be canceled, reduced in coverage or limits or non - renewed except after thirty (30) days written notice by Certified Mail, Return Receipt Requested has been given to the City Manager, or designee for the City of Rosemead. In the event of the cancellation of such insurance, the Contractor shall obtain insurance at the levels required in this Section within fifteen (15) days of the cancellation date. 12. Contractor agrees to indemnify the City, its Officers, employees and agents against, and will hold and save each of them harmless from, any and all actions, claims for damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of or otherwise occurring as a result of Contractor's services under this Agreement, or the intentional or negligent acts, errors, or omissions of Contractor, its agents, employees, subcontractors, or invitee, provided for herein, or allegedly caused by the performance or failure to perform by Contractor of the Contractor's obligations or omissions. a) Contractor will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses including attorney's fees incurred in connection herewith. b) Contractor will promptly pay any judgment rendered against City, its officers, agents or employees for any such claims, damages, penalties, obligations or liabilities. 2 c) In the event City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligence of Contractor hereunder, Contractor agrees to pay City, its officers, agents, or employees, any and all costs and expenses incurred by City, its officers agents or employees in such action or proceeding, including, but not limited to, reasonable attorney's fees. 13. Either party shall have the right to cancel this Agreement by giving sixty (60) days written notice to the other. 14. The Contractor shall not have the right to assign this Contract to any other person or firm except with the prior written consent of the City. 15. The City agrees to pay the Contractor for the services rendered pursuant to this Agreement the sum of Thirteen Dollars and Thirty -six Cents ($13.36) per hour, per guard during years 1 through 3 of the contract period. 16. The City of Rosemead shall have an option to renew this contract for an additional two year term. In the event that this Agreement is extended beyond June 30, 2015, the price per hour shall be subject to a 3% increase. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. City of Rosemead All City Management Services, Inc. By 48W By �6 Si ature D. rwell, Co orate Sec tart' g r Print Name an itle T Date Date O I ZZ 112, r Form Wee Request for Taxpayer Give form to the (Rev. October 2007) Identification Number and Certification requester. Do not Depadment of the Treasury Internal Revenue Swlce send to the IRS. - Name (as shown on your income tax return) a r� �� MP_5A C -LeIAG -IT �j VlG�i SNC� nBusiness name, if tlifferent from above c 0 ii c Check appropdale box: ❑ Individual/Sole proprietor Corporation ❑ Partnership 4' ❑ Limited liability company. Enter the tax classification (D= disregarded entity, C= corporation, P= partnership) ► ....... Exempt ❑ 0 2 ❑ Other (see Instructions) ► payee payee 5 Address (number, street, and ° apt. or suite no.) l0 C% ht0l-3 S fp — Requester's name and address (optlonall South Whittier School District City, state, and ZIP code o a, 11200 Telechron Avenue rn SR- r+i�°r Gr'P2r�s (fig GIP. '510(0 J—D Whittier, CA 90605 m W List account number(s) here (optionaii •gnu iax.payer identification Number (1iN) Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid social security number backup withholding. For Individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number number to enter. Gi I .LAA Z (S (••7_ Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4. Sign I Signature of // O Here us. person ► CCC/ ��[ - Data ► '01g General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W -9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W -9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W -9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701 -7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W -9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W -9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W -9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U.S. owner of a disregarded entity and not the entity, Cat. No. 10231X Form W -W (Rev. 10 -2007) dI , Form W -9 (Rev. 10 -2007) Page 3 Generally, individuals (incWding sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The following payees are exempt from backup withholding: 1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2), 2. The United States or any of its agencies or instrumentalities, 3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or Instrumentalities, 4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or 5. An international organization or any of Its agencies or instrumentalities. Other payees that may be exempt from backup withholding include: 6. A corporation, 7. A foreign central bank of issue, 8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States, 9. A futures commission merchant registered with the Commodity Futures Trading Commission, 10. A real estate investment trust, 11. An entity registered at all times during the tax year under the Investment Company Act of 1940, 12. A common trust fund operated by a bank under section 584(a), 13. A financial Institution, 14. A middleman known in the investment community as a nominee or custodian, or 15. A trust exempt from tax under section 664 or described in section 4947. The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15. IF the payment is for ... THEN the payment is exempt for... Interest and dividend payments All exempt payees except for 9 Broker transactions Exempt payees 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker Barter exchange transactions Exempt payees 1 through 5 and patronage dividends Payments over $600 required - Generally, exempt payees to be reported and direct 1 through 72 sales over $5,000' 'See Form 1099 -MISC, Miscellaneous Income, and its instructions. However, the following payments made to a corporation (Including grass proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099 -MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, and payments for services paid by a federal executive agency. Part I' Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.. If you are a single- member LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS -5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1 -800- 772 -1213. Use Form W -7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS -4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov /businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W -7 and SS -4 from the IRS by visiting www.irs.gov or by calling 1 -800 -TAX -FORM (1- 800 - 829 - 3676). If you are asked to complete Form W -9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60 -day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W -8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W -9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt payees, see Exempt Payee on page 2. Signature requirements. Complete the certification as indicated in 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.