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HomeMy WebLinkAboutReso 104-2024 (24-639)SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE TOWN OF COLMA This Services Agreement for shuttle services to Veterans Village at 1680 Mission Road in Colma, California is entered between the City of South San Francisco, a public entity, (SSF) with the Town of Colma, a public entity, (Colma). The Agreement shall supersede any prior agreements or discussion that may have occurred between SSF and Colma. 1. Parties. This Agreement ("Agreement"), with the effective date of June 1, 2024 ("Effective Date") upon which authorized signatories of the public agencies specified in this provision ("Parties") have executed this Agreement, is entered into pursuant to California Government Code section 6500 and by and between the following public agencies: A. The Town of Colma ("Colma"), a California municipal corporation. B. The City of South San Francisco ("SSF"), a California municipal corporation. 2. Recitals WHEREAS, each of the Parties to this Agreement is a government agency duly authorized and existing under the laws of the State of California, and situated within the boundaries of the County of San Mateo; and WHEREAS, Government Code section 54981 allows the legislative body of any local government agency to contract with another local agency for performance of municipal services or functions; and WHEREAS, California Government Code section 6502 provides that, if authorized by their legislative or other governing bodies, two or more public agencies may by agreement exercise any power common to the parties. 3. Purpose. The purpose of this Agreement is to set forth the terms under which SSF will provide certain limited shuttle services through its contracted shuttle operations contractor, to the Veterans Village property located in Colma. 4. No Separate Entity Created. The Parties do not intend to create a separate public agency through this Agreement and no provision of this Agreement may be so construed. 5. Term. This Agreement will become effective, and the Agreement term will commence upon the Effective Date through June 30, 2025. The Agreement may be terminated as provided in Section 9 below. 6. Obligations of the Parties A. Obligations of SSF. SSF shall provide shuttle services to Colma as described in Section 3 and as identified in Exhibit A (“Shuttle Schedule and Route Map”), for the consideration specified in Services Agreement May 15, 2024 Between City of South San Francisco and Town of Colma Page 1 of 6 Section 6B of this Agreement, and in accordance with its terms and applicable law, as hereinafter described: 1. Exhibit A: Shuttle Schedule and Route Map SSF agrees to provide the Town of Colma with shuttle services through its contracted shuttle operator to perform said Services. Services will occur at the locations specified in the exhibits. Services will take place Monday through Friday, except City of South San Francisco holidays during the hours of 7 a.m. to 7 p.m. B. Obligations of Colma 1. Payment for Services. Colma agrees to pay SSF for services provided and as invoiced below, up to a not-to-exceed amount of Thirty Thousand Dollars ($30,000). 7. Invoices. Invoices will be sent to Colma by the 15 th day of each month for the prior month’s services provided. Payment shall be due thirty (30) days from receipt of the invoice. 8. Disputes. If a dispute arises between the Parties regarding performance of either Party under this Agreement, the Parties shall attempt to resolve such dispute informally by a meeting with representatives of each Party. If, after a good faith attempt by both Parties to resolve the dispute informally and no resolution can be reached, the Parties may, at their sole and mutual discretion, agree to engage in mediation, the costs of which shall be divided equally between the Parties, unless otherwise agreed. 9. Termination of Agreement This Agreement may be terminated in accordance with the following: A. Termination Without Cause. Notwithstanding any other provision of this Agreement, at any time and without cause, the Parties to this Agreement shall have the right, in their sole discretion, to terminate this Agreement by giving sixty (60) days written notice to the other Party. B. Termination for Cause. Notwithstanding any other provision of this Agreement, if either Party fails to perform any of its obligations hereunder, within the time and in the manner herein provided, or otherwise violates any of the terms of this Agreement, the other Party may immediately terminate this Agreement by giving written notice of such termination, stating the reason for the termination. C. Payment Upon Termination. Upon termination of this Agreement, Colma shall, within thirty (30) days of termination, pay SSF any outstanding balance for services provided by SSF. 10. Insurance. Each Party shall maintain a program of self-insurance or excess insurance or any combination thereof, and shall name the other Party as an additional insured thereto to protect against any liability for bodily injury or property damage arising out of or in connection with the Services Agreement May 15, 2024 Between City of South San Francisco and Town of Colma Page 2 of 6 performance of the insuring Party, its officers, agents, and employees, under this Agreement. The liability coverage under such program of self-insurance or excess insurance shall not be less than Two Million Dollars ($2,000,000) combined single limit for each occurrence. Each Party shall supply a certificate of self-insurance to the other Party on or before the time of execution of this Agreement. Each Party shall notify the other Party in writing prior to any termination of such self-insurance program. 11. Indemnification. Each Party shall indemnify, defend, protect, hold harmless, and release the other, its officers, agents, and employees from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense (including attorneys’ fees and witness costs) arising from or in connection with, or caused by any omission, or negligence of such indemnifying Party, its officers, agents, employees, and volunteers. This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying Party under workers’ compensation acts, disability benefit acts, or other employee benefit acts. 12. Agreement Not for Benefit of Third Parties. This Agreement shall not be construed as or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any right of action hereunder for any cause whatsoever. 13. Amendment. This Agreement may be amended at any time upon the written mutual approval of the Parties. 14. Notices, Payments, Invoices Any notices, payments or invoices concerning this Agreement shall be sent to Colma as follows: Town of Colma City Manager’s Office 1198 El Camino Real Colma, CA 94014 Any notices, payments or invoices concerning this Agreement shall be sent to SSF as follows: City of South San Francisco Public Works Corporation Yard Attn: Marissa Garren 550 North Canal Street South San Francisco, CA 94080 15. Severability. If any provision of this Agreement shall be held to be invalid, void or unenforceable, the validity, legality or enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. Services Agreement May 15, 2024 Between City of South San Francisco and Town of Colma Page 3 of 6 16. Waiver. A waiver by either Party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall it be considered a waiver of any other covenant or condition, nor shall the delay or forbearance by either Party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right. 17. Remedies Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties hereunder are cumulative, and the exercise or failure to exercise one or more of such rights or remedies by either Party shall not preclude the exercise by it, at the same time or different times, of any right or remedy for the same default or any other default. Upon the occurrence of an event of default, the Parties may pursue all remedies at law or in equity which are not otherwise provided for in this Agreement, expressly including the remedy of specific performance of this Agreement. 18. Entire Agreement. This Agreement, together with Exhibit A, attached hereto and incorporated herein contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, documents and discussions pertaining thereto. 19. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest and assigns of each of the Parties hereto. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, executor or assign of such Party who has acquired an interest in compliance with the terms of this Agreement, or under law. 20. Assignment and Delegation. Neither Party hereto shall assign, delegate, sublet, or transfer any interest in or duty under this Agreement without the prior written consent of the other, and no such transfer shall be of any force or effect whatsoever unless and until the other Party shall have so consented. 21. Attorneys’ Fees. In any action at law or in equity, arbitration or other proceeding arising in connection with this Agreement, the prevailing party shall recover attorneys’ fees and other costs, including, but not limited to court costs and expert and consultants’ fees incurred in connection with such action, in addition to any other relief awarded, and such attorneys’ fees and costs shall be included in any judgment in such action. 22. Parties Not Co-Venturers. Nothing in this Agreement is intended to or does establish the Parties as partners, co-venturers, or principal and agent with one another. Neither Party is to be considered an employee of the other and is not entitled to participate in any pension plan, worker’s compensation plan, insurance, bonus, nor similar benefits provided to employees. In the event a Party exercises its right to terminate this Agreement, the other Party expressly agrees that it shall have no recourse or right of appeal under rules, regulations, ordinances, or laws applicable to employees. 23. Captions; Interpretation. The captions used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions herein contained. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation Services Agreement May 15, 2024 Between City of South San Francisco and Town of Colma Page 4 of 6 and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 24. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 25. Further Assurances. The Parties agree to execute, acknowledge and deliver to the other such other documents and instruments, and to undertake such actions, as either shall reasonably request or as may be necessary to carry out the intent of this Agreement. 26. Applicable Law and Forum. This Agreement shall be construed and interpreted according to the substantive law of California, regardless of the law of conflicts to the contrary in any jurisdiction. Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in the County of San Mateo. 27. Merger. This writing is intended both as the final expression of the Agreement between the Parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement, pursuant to Code of Civil Procedure section 1856. No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both Parties. 28. Time is of the Essence. Time is of the essence and is a material term for all conditions and provisions contained in this Agreement. 29. Authority. Each person executing this Agreement on behalf of one of the Parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such Party and that this Agreement is binding on such Party in accordance with its terms. Services Agreement May 15, 2024 Between City of South San Francisco and Town of Colma Page 5 of 6 Executed on the date first written above at San Mateo County, California by: Town of Colma By: City of South San Francisco By: ____ Daniel Barros City Manager Date: Sharon Ranals City Manager Date: Attest: Attest: City Clerk City Clerk Approved as to Form: Approved as to Form: City Attorney City Attorney Services Agreement May 15, 2024 Between City of South San Francisco and Town of Colma Page 6 of 6 EXHIBIT A-1 SSF Shuttle Schedule - Orange Route Only EXHIBIT A-2 SSF Shuttle Route Map