HomeMy WebLinkAboutReso 105-2024 (24-652)Agreement No. __________ Board Resolution No. ________
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MEASURE K GRANT AGREEMENT
BETWEEN THE COUNTY OF SAN MATEO AND CITY OF SOUTH SAN FRANCISO
This Agreement is entered into this 7th day of May, 2024 by and between the County of San Mateo, a
political subdivision of the state of California, hereinafter called “County,” and City of South San
Francisco, hereinafter called “Grantee.”
* * *
WHEREAS, the Grantee has applied to the County seeking a grant for the purpose of funding the
matters set forth in its Project described in Exhibit A (the “Grant”);
WHEREAS, the County has approved the grant of certain funds to Grantee pursuant to the terms
set forth in this Agreement;
NOW, THEREFORE, it is agreed by the parties to this Agreement as follows:
1. Exhibits and Attachments
The following exhibits and attachments are attached to this Agreement and incorporated into this
Agreement by this reference:
Exhibit A—Project Description
Exhibit B—Reporting and Invoicing
2. Grant
County hereby grants to Grantee a sum not to exceed Twenty Six Thousand Dollars and Zero Cents
($26,000) in consideration of and on the condition that the sum be expended for the sole purpose of
carrying out the objectives of Grantee’s Project as identified in Exhibit A, and in no event shall the
County’s total fiscal obligation under this Agreement exceed this amount. Grantee agrees to assume any
obligation to secure and furnish any additional funds that may be necessary to carry out its Project.
Funds granted under this Agreement shall not be disbursed until execution of this Agreement by County
and Grantee.
County shall disburse grant funds to Grantee 30 calendar days after receipt of a satisfactory invoice.
Invoices should be accompanied by back up documentation (e.g., receipts for professional services
rendered, salary and benefits back up, etc.) and submittal of any required summary reports outlined in
Exhibits A or B. The County reserves the right to change the disbursement method during the term of this
Agreement.
The disbursement schedule is as follows:
x Payment 1- Invoice for up to 50% of the grant ($13,000), upon submission of
receipts/invoices showing expenditures and proof of performance measures, timesheets, and
activity logs on items funded by the grant and listed in Exhibit A and/or B.
x Payment 2- Invoice for remainder of the grant ($13,000), upon submission of
receipts/invoices showing expenditures and proof of performance measures, timesheets,
and activity logs on items funded by the grant and listed in Exhibit A and/or B, including
photographs and use of Measure K logo as approved by the County.
INVOICES: Requests for grant disbursement should be (1) on the organization’s official letterhead, (2)
include date of invoice, amount requested, and Agreement number, and (3) submitted to the attention of:
Agreement No. __________ Board Resolution No. ________
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County Executive’s Office
400 County Center, 1st Floor
Redwood City, CA 94063
[email protected]
3. Term & Termination
Subject to compliance with all terms and conditions, the term of this Agreement shall begin May 7, 2024
and continue through July 31, 2025. This Agreement will not automatically renew, nor shall it create any
reliance on the possibility of future grants.
County may terminate this Agreement based upon the unavailability of Federal, State, or County funds by
providing written notice to Grantee within a reasonable time after County learns of said unavailability of
funding. Grantee acknowledges that this Agreement may be subject to approval of the Board of
Supervisors, and assumes all risk of possible non-appropriation and non-approval of funds.
County may suspend and/or terminate this Agreement if Grantee fails to comply with the terms of this
Agreement and may, in its sole discretion, withhold or cancel pending and future disbursements of grant
funds and/or require Grantee to return some or all funds disbursed under this Agreement.
4. Relationship of Parties
Notwithstanding any publicity or other references to the County required to be made in connection with
the Project as set forth in Exhibit A, Grantee understands and agrees that the Project performed under
this Agreement is not performed by Grantee as an independent contractor of the County or as an
employee of County and that neither Grantee nor its employees acquire any of the rights, privileges,
powers, or advantages of County contractors or County employees. Grantee acknowledges and agrees
that it is not, and will not hold itself out as, an agent, partner, or co-venturer of the County, and that this
Agreement is not intended to and does not create an agency, partnership, or joint venture between the
Parties.
5. Project Administration
The Parties agree that the Project as described in Exhibit A shall not be altered without a written
amendment to this Agreement, signed by both the County and the Grantee. Grantee shall provide written
reports to the County’s authorized representative in accordance with Exhibit B.
6. Hold Harmless
Grantee shall indemnify and save harmless County and its officers, agents, employees, and servants
from all claims, suits, or actions of every name, kind, and description resulting from this Agreement, the
performance of any work or services performed of Grantee in furtherance of the Project under this
Agreement, or payments made pursuant to this Agreement brought for, or on account of, any of the
following:
(A) injuries to or death of any person, including Grantee or its
employees/officers/agents/volunteers;
(B) damage to any property of any kind whatsoever and to whomsoever belonging;
(C) any sanctions, penalties, or claims of damages resulting from Grantee’s failure to comply with
any applicable federal, state, or local laws or regulations; or
(D) any other loss or cost, including but not limited to that caused by the concurrent active or
passive negligence of County and/or its officers, agents, employees, or servants. However,
Grantee’s duty to indemnify and save harmless under this Section shall not apply to injuries or
Agreement No. __________ Board Resolution No. ________
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damage for which County has been found in a court of competent jurisdiction to be solely liable
by reason of its own negligence or willful misconduct.
The duty of Grantee to indemnify and save harmless as set forth by this Section shall include the duty to
defend as set forth in Section 2778 of the California Civil Code.
7. Insurance
a. General Requirements
Prior to its receipt of any funds pursuant to this Grant Agreement, Grantee shall obtain all insurance
required under this Section and such insurance shall be subject to the approval by County’s Risk
Management, and Grantee shall use diligence to obtain such insurance and to obtain such approval.
Grantee shall furnish County with certificates of insurance evidencing the required coverage, and there
shall be a specific contractual liability endorsement extending Grantee’s coverage to include the
contractual liability assumed by Grantee pursuant to this Agreement. These certificates shall specify or be
endorsed to provide that thirty (30) days’ notice must be given, in writing, to County of any pending
change in the limits of liability or of any cancellation or modification of the policy.
b. Workers’ Compensation and Employer’s Liability Insurance
Grantee shall have in effect during the entire term of this Agreement workers’ compensation and
employer’s liability insurance providing full statutory coverage. In signing this Agreement, Grantee
certifies, as required by Section 1861 of the California Labor Code, that (a) it is aware of the provisions of
Section 3700 of the California Labor Code, which require every employer to be insured against liability for
workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor
Code, and (b) it will comply with such provisions before commencing or continuing the performance of
Project work for which it would receive grant funds.
c. Liability Insurance
Grantee shall take out and maintain during the term of this Agreement such bodily injury liability and
property damage liability insurance as shall protect Grantee and all of its employees/officers/agents while
performing work covered by this Agreement from any and all claims for damages for bodily injury,
including accidental death, as well as any and all claims for property damage which may arise from
Grantee’s operations under this Agreement, whether such operations be by Grantee, any subcontractor,
anyone directly or indirectly employed by either of them, or an agent of either of them. Such insurance
shall be combined single limit bodily injury and property damage for each occurrence and shall not be
less than the amounts specified below:
; Comprehensive General Liability… $1,000,000
(Applies to all agreements)
܈ Motor Vehicle Liability Insurance… $1,000,000
(To be checked if motor vehicle used in performing services)
܆ Professional Liability………………. $1,000,000
(To be checked if Grantee is a licensed professional)
County and its officers, agents, employees, and servants shall be named as additional insured on any
such policies of insurance, which shall also contain a provision that (a) the insurance afforded thereby to
County and its officers, agents, employees, and servants shall be primary insurance to the full limits of
liability of the policy and (b) if the County or its officers, agents, employees, and servants have other
insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.
Agreement No. __________ Board Resolution No. ________
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In the event of the breach of any provision of this Section, or in the event any notice is received which
indicates any required insurance coverage will be diminished or canceled, County, at its option, may,
notwithstanding any other provision of this Agreement to the contrary, immediately declare a material
breach of this Agreement and suspend any further payment pursuant to this Agreement.
8. Prevailing Wage
Per Labor Code Section 1720, this project is a public work for purposes of the California Labor Code.
Grantee hereby agrees that all persons providing labor on the Project will be paid not less than prevailing
rates of wages and that Grantee will ensure compliance with all provisions of the California Labor Code,
Article 2-Wages, Chapter 1, Part 7, Division 2, Section 1770 et seq. A copy of the prevailing wage scale
established by the Department of Industrial Relations is on file in the office of the County’s Director of
Public Works and available at www.dir.ca.gov/DLSR or by phone at 415-703-4774. California Labor Code
Section 1776(a) requires each contractor and subcontractor on the Project to keep accurate payroll
records of trades workers on all public works projects and to submit copies of certified payroll records
upon request.
Additionally, Grantee agrees the Project will meet the following requirements:
x No contractor or subcontractor may be listed on a bid proposal for the Project unless registered
with the Department of Industrial Relations pursuant to Labor Code Section 1725.5 [with limited
exceptions from this requirement for bid purposes only under Labor Code Section 1771.1(a)].
x No contractor or subcontractor may be awarded a contract on the Project (awarded on or after
April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor
Code Section 1725.5.
x This Project is subject to compliance monitoring and enforcement by the Department of Industrial
Relations.
9. Assignability and Subcontracting
Grantee shall not assign this Agreement or any portion of it to a third party. Except as set forth in Exhibit
A, Grantee shall not subcontract with a third party to perform the Project. Any such assignment or
subcontract without County’s prior written consent shall give County the right to automatically and
immediately terminate this Agreement without penalty or advance notice and the County shall have the
right to a refund of all funds disbursed under this Agreement.
10. Compliance With Laws
All services to be performed by Grantee in connection with the Project shall be performed in accordance
with all applicable Federal, State, County, and municipal laws, ordinances, and regulations, including, but
not limited to, any laws related to payment of prevailing wages pursuant to the California Labor Code. In
connection with the Project, Grantee bears responsibility to obtain, at Grantee’s expense, any license,
permit, or approval required from any agency.
11. Merger Clause; Amendments
This Agreement, including Exhibits, constitutes the sole Agreement of the parties regarding the Grant,
and correctly states the rights, duties, and obligations of each party as of this document’s date. In the
event that any term, condition, provision, requirement, or specification set forth in the body of this
Agreement conflicts with or is inconsistent with any term, condition, provision, requirement, or
specification in any Exhibit and/or Attachment to this Agreement, the provisions of the body of the
Agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the
parties concerning the Grant that are not expressly stated in this document are not binding. All
subsequent modifications or amendments shall be in writing and signed by the parties.
Agreement No. __________ Board Resolution No. ________
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12. Controlling Law; Venue
The validity of this Agreement and of its terms, the rights and duties of the parties under this Agreement,
the interpretation of this Agreement, the performance of this Agreement, and any other dispute of any
nature arising out of this Agreement shall be governed by the laws of the State of California without
regard to its choice of law or conflict of law rules. Any dispute arising out of this Agreement shall be
venued either in the San Mateo County Superior Court or in the United States District Court for the
Northern District of California.
13. Notices
Any notice, request, demand, or other communication required or permitted under this Agreement shall
be deemed to be properly given when both: (1) transmitted via email to the email address listed below;
and (2) sent to the physical address listed below by either being deposited in the United States mail,
postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight
courier that provides a tracking number showing confirmation of receipt.
In the case of County, to: In the case of Grantee, to:
County Executive’s Office
Molly Villagomez, Administrative Assistant II
400 County Center, 1st Floor
Redwood City, CA 94063
Email: [email protected]
Phone: (650) 363-1810
City of South San Francisco
Sharon Ranals, City Manager
400 Grand Ave.
South San Francisco, CA 94080
Email: [email protected]
Phone: (650) 829-3807
14. Electronic Signature
Both County and Contractor wish to permit this Agreement and future documents relating to this
Agreement to be digitally signed in accordance with California law and County’s Electronic Signature
Administrative Memo. Any party to this Agreement may revoke such agreement to permit electronic
signatures at any time in relation to all future documents by providing notice pursuant to this Agreement.
Agreement No. __________ Board Resolution No. ________
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* * *
THIS AGREEMENT IS NOT VALID UNTIL SIGNED BY ALL PARTIES. NO FUNDS WILL BE
DISTRIBUTED UNTIL THIS DOCUMENT HAS BEEN SIGNED BY THE COUNTY’S AUTHORIZED
DESIGNEE.
For Grantee:
City of South San Francisco
_____________________________
(signature)
Authorized Representative
Grantee
Sharon Ranals
_____________________________
(please print name)
Authorized Representative
Grantee
_______________
Date
_____________________________
Name of Grantee
For County:
______________________________
(Signature)
Authorized Designee
County of San Mateo
ROBERTO MANCHIA
____________________________
(please print name)
Authorized Designee
County of San Mateo
______________
Date
CHIEF FINANCIAL OFFICER
______________________________
Job Title (please print)
80125-6265
______________________________
Budget Unit
BOSD4 and BOSD5
______________________________
Measure K JL Code
Agreement No. __________ Board Resolution No. ________
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Exhibit A
The County and Grantee agree that the grant funds shall only be used to further the goals of the following
Project, described below and in the May 7, 2024 Board transmittal and resolution, incorporated herein by
reference:
The Grantee, in collaboration with the Town of Colma, will engage in outreach to expand free shuttle
services to Colma Veterans Village, allowing the veteran residents ease of travel within Colma and South
San Francisco. Grantee will also provide a special Memorial Day Shuttle to and from Colma Veterans
Village to take the residents to the Memorial Day services at Golden Gate National Cemetery in San
Bruno.
Start-up costs are approximate:
Consultant ($10,000)
Printing of updated shuttle schedules ($10,000)
Staff time ($2,000)
New stop sign production and installation ($1,000)
App updates, including new stop and schedule changes ($500)
GTFS feed update ($500)
Costs of special Memorial Day shuttle service (approximately $2,000)
In no event shall the County’s fiscal obligation under this Agreement exceed $26,000.
Agreement No. __________ Board Resolution No. ________
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Exhibit B
In accordance with the terms of this Grant Agreement, Grantee will provide, or cause to be provided the
services for the Project detailed in Exhibit A and will report back to the County regarding various
performance measures including, but not limited to, those noted below. Such reporting data shall be
delivered to the County no later than July 31, 2025. In addition, Grantee agrees to provide descriptive
information about the Project funded by the Measure K grant upon reasonable request of the County,
including, but not limited to, the County Executive’s Office, the County Communications Officer, or the
Supervisorial District Office.
Performance Measure Target
Pay for start-up costs, engagement, and outreach for new shuttle service to
and from Colma Veterans Village, and a special Memorial Day shuttle service
for veterans. Complete
Payment will be made within 30 days of receipt of an adequate invoice by the County Executive’s Office,
Accounting Unit. County shall have the right to withhold payment if County determines the quantity
and/or quality of the work performed is unacceptable.
Grantee shall provide County with a written itemized invoice that allows the County to reconcile the work
performed. Grantee shall provide a description of monthly expenses, evidence of work performed, or of
costs incurred, including, but not limited to, performance measures, timesheets, activity logs, copies of
bills, and/or packing slips.
Grantee shall include a written certification that the costs were actually incurred for the Project and that
the supporting documentation is true, correct and complete.
All invoices shall include the agreement number, project location, dates of service and specified work
completed.
Pursuant to Section 2 of the Grant Agreement, County’s fiscal obligation shall not exceed $26,000.
Remit invoices to:
County Executive’s Office
400 County Center, 1st Floor
Redwood City, CA 94063
Email: [email protected]