HomeMy WebLinkAboutReso 57-2025 (25-518)
EXHIBIT A – DRAFT SOUTH SAN FRANCISCO SERVICES AGREEMENT
This Services Agreement (this “Agreement”) is made and entered into between the City of South
San Francisco, a municipal corporation (“City”) and Redwood Painting Company, Inc. of Pittsburg, CA,
(“Consultant”) effective as of ______________, 2025 (the “Effective Date”). City and Consultant are
hereinafter collectively referred to as (the “Parties”). In consideration of their mutual covenants, the Parties
hereby agree as follows:
1. Scope of Services. Consultant shall provide the following on-call services and/or materials
(“the Work”): coating asset maintenance, corrosion protection and emergency services, as more
specifically described in the Scope of Services, attached hereto as Exhibit A, at the time and place and in
the manner specified by the respective executed Task Orders, a sample of is attached hereto and
incorporated herein as Exhibit B. In the event of a conflict in or inconsistency between the terms of this
Agreement and Exhibit A, and/or and any executed Task Orders, the Agreement shall prevail. The term of
this Agreement shall commence on July 1st, 2025, and end on June 30th, 2028, unless such date is extended
or otherwise modified by the City Manager in writing. In the event of a conflict or inconsistency between
the text of the main body of this Agreement and Exhibit A, the text of the main body of this Agreement
shall prevail.
2. Payment. City shall pay Consultant an amount not to exceed: SEVEN HUNDRED AND
FIFTY THOUSAND DOLLARS ($750,000.00) per fiscal year in which the fiscal year shall begin on
July 1st and end on June 30th of the following year for the full and satisfactory completion of the Work
in accordance with the terms and conditions of this Agreement. In the event of a conflict between this
Agreement and Consultant’s proposal, regarding the amount of compensation, the Agreement shall prevail.
The payments for completed work under an executed Task Order shall be the only payments from City to
Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City
in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not
bill City for duplicate services performed by more than one person. The amount stated above is the entire
compensation payable to Consultant for the Work performed hereunder, including all labor, materials, tools
and equipment furnished by Consultant.
City shall make payments, based on invoices received, for Work satisfactorily performed. City
shall have thirty (30) days from the receipt of an invoice to pay Consultant.
3. Independent Contractor. It is understood and agreed that this Agreement is not a contract
of employment and does not create an employer-employee relationship between the City and Consultant.
At all times Consultant shall be an independent contractor and City shall not control the manner of
Consultant accomplishing the Work. Consultant is not authorized to bind the City to any contracts or other
obligations without the express written consent of the City.
4. Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend
(with counsel acceptable to the City), and hold harmless the City and its elected and appointed officers,
officials, employees, agents, contractors and consultants (collectively, the “City Indemnitees”) from and
against any and all liability, loss, damage, claims, expenses and costs (including, without limitation,
attorneys’ fees and costs of litigation) (collectively, “Liability”) of every nature arising out of or in
connection with Consultant’s performance of the Work or Consultant’s failure to comply with this
Agreement, except such Liability caused by the gross negligence or willful misconduct of the City
Indemnitees.
5. Insurance. Prior to beginning the Work and continuing throughout the term of this
Agreement, Consultant (and any subcontractors) shall, at Consultant’s (or subcontractor’s) sole cost and
expense, furnish the City with certificates of insurance evidencing that Consultant has obtained and
maintains insurance in the following amounts:
A. Workers’ Compensation that satisfies the minimum statutory limits.
B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE
MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION
DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products,
completed operations and contractual liability coverage. The policy shall also include coverage for
liability arising out of the use and operation of any City-owned or City-furnished equipment used or
operated by the Consultant, its personnel, agents or subcontractors.
C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS
($1,000,000) per occurrence for bodily injury and property damage including coverage for owned and
non-owned vehicles.
All insurance policies shall be written on an occurrence basis and shall name the City Indemnitees
as additional insureds with any City insurance shall be secondary and in excess to Consultant’s insurance.
If the Consultant’s insurance policy includes a self-insured retention that must be paid by a named insured
as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self -
insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured
retention, such provisions must be modified by special endorsement so as to not apply to the additional
insured coverage required by this agreement so as to not prevent any of the parties to this agreement from
satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability.
Additionally, the certificates of insurance must note whether the policy does or does not include any self -
insured retention and also must disclose the deductible. The certificates shall contain a statement of
obligation on the part of the carrier to notify City of any material change, cancellation, termination or non-
renewal of the coverage at least thirty (30) days in advance of the effective date of any such material change,
cancellation, termination or non-renewal. The City’s Risk Manager may waive or modify any of the
insurance requirements of this section.
6. Compliance with all Applicable Laws; Nondiscrimination. Consultant shall comply with
all applicable local, state and federal laws, regulations and ordinances in the performance of this Agreement.
Consultant shall not discriminate in the provision of service or in the employment of persons engaged in
the performance of this Agreement on account of race, color, national origin, ancestry, religion, gender,
marital status, sexual orientation, age, physical or mental disability in violation of any applicable local, state
or federal laws or regulations.
7. Termination. City may terminate or suspend this Agreement at any time and without cause
upon written notification to Consultant. Upon receipt of notice of termination or suspension, Consultant
shall immediately stop all work in progress under this Agreement. The City's right of termination shall be
in addition to all other remedies available under law to the City.
8. Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of
laborers, workmen, or mechanics on the work contemplated by this Purchase Agreement, shall be not less
than the prevailing rate for a day’s work in the same trade or occupation in the locality within t he state
where the work hereby contemplates to be performed as determined by the Director of Industrial Relations
pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or
mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for.
The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code
Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per
diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each
worker shall be paid by the Consultant to each worker.
An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of
the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770-1775. The City
will not recognize any claim for additional compensation because of the payment by the Consultant for any
wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements
to be considered by the Consultant.
(A) Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing
wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at
appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage
rates for the various classes of laborers and mechanics to be engaged in work on the project under this
contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the
laborers and mechanics so engaged.
(B) Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record,
showing the name, address, social security number, work week, and the actual per diem wages paid to each
journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the
public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776.
9. Payment of Taxes; Tax Withholding. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from
tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590
(“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as
Exhibit C. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an
exemption or waiver from withholding, City may withhold California taxes from payments to Consultant
as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of
this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors.
Consultant accepts sole responsibility for withholding taxes from any non-California resident subcontractor
and shall submit written documentation of compliance with Consultant’s withholding duty to City upon
request.
10. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement
shall continue in full force and effect.
11. Entire Agreement. This Agreement represents the entire and integrated agreement between
the Parties. This Agreement may be modified or amended only by a subsequent written agreement signed
by both Parties.
12. Non-Liability of Officials, Employees and Agents. No officer, official, employee or agent
of City shall be personally liable to Consultant in the event of any default or breach by City or for any
amount which may become due to Consultant pursuant to this Agreement.
13. Prevailing Party. In the event that either party to this Agreement commences any legal
action or proceeding (including but not limited to arbitration) to interpret the terms of this Agreement, the
prevailing party in such a proceeding shall be entitled to recover its reasonable attorney’s fees associated
with that legal action or proceeding.
14. Notice. All notices and other communications which are required or may be given under
this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if
personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours
on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and
that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent
for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express);
and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice
shall be sent to the respective Parties as follows:
Consultant:
___________________________
___________________________
___________________________
City:
City Clerk
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
15. Execution in Counterpart. This Agreement may be executed in counterparts and/or by
facsimile or other electronic means, and when each Party has signed and delivered at least one such
counterpart, each counterpart shall be deemed an original, and, when taken together with other si gned
counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.
16. Assignment, Governing Law. The Consultant may not assign any of Consultant’s
obligations under this Agreement without the City’s prior written approval. This Agreement is governed
by California law. The jurisdiction for any litigation arising from this Agreement shall be in the state of
California, and shall be venued in the County of San Mateo.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above.
CITY: CONSULTANT:
By: _____________________________ By:__________________________
City Manager
Print Name: ___________________
Attest:
Title: _______________________
________________________________
City Clerk
APPROVED AS TO FORM:
____________________________
City Attorney
2729961.1
EXHIBIT A
SCOPE OF SERVICES
EXHIBIT B
SAMPLE TASK ORDER
Date
NAME OF FIRM
FIRM ADDRESS
FIRM ADDRESS
Subject: Project# XXXXXX - NAME
Authorization and Notice-to-Proceed for Services per Agreement per Resolution No.
YYY-20YY Between the City of South San Francisco and NAME OF FIRM.
Dear Name,
This letter shall serve as written authorization for Task Order No. 20YY-0X and Notice-to-Proceed for
the work and the cost associated with NAME OF FIRM.
This work shall be done under the Agreement between Consultant and the City of South San Francisco
executed on DATE per City Council Resolution No. YYY-20YY. The Not-to-Exceed amount for Task
Order. 20YY-0X shall be $0.00, based on the authorized tasks in the attached proposal dated DATE. A
breakdown of this work and the work authorized to date under this Agreement is as follows:
Work Authorized for Agreement
(Agreement NTE Amount $300,000.00)
Date
Authorized
Amount
Authorized
Task Order No. 20YY-0X
NAME OF SERVICES DATE $0.00
Task Order No. 20YY-0X
NAME OF SERVICES DATE $0.00
Total Authorized (All Task Orders) $0.00
Amount Remaining in Agreement $300,000.00
If you have any questions or need additional information, please contact ENGINEER, Project Manager by
phone at (650) 829-66XX or via email at [email protected].
Sincerely,
Name
Title
Attachment:
COPY OF PROPOSAL dated DATE
Short Form Services Agreement
[Rev:04/01/2024]
2
EXHIBIT C
FORM 590