HomeMy WebLinkAboutReso 91-2023 (23-482)Short Form Services Agreement
[Rev:11/14/2016] 1
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 Nor-Cal Moving Services , (“Consultant”) effective
as of ______________, __________ (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 services and/or materials (“the
Work”): moving of books, CDs, DVDs, materials, supplies, and other items as necessary, as more
specifically described in the Scope of Services, attached hereto as Exhibit A. The Work shall commence
on _____________, _________and shall be completed to the satisfaction of the City by _____________,
__________ unless such date is extended or otherwise modified by the City 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: $231,980.16 for the full
and satisfactory completion of the Work in accordance with the terms and conditions of this Agreement.
The calculation of payment for the Work shall be set forth as follows:
____________________________________________ [state how payment for Services will be calculated
(ex: based on an hourly rate, a flat fee, or based on an attached rate schedule] 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,
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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 the
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.
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(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 ____. 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:
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Nor-Cal Moving Services
Tony Hernandez
560 East Trimble Road
San Jose, CA 95131
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 signed
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: ___________________
Title: _______________________
APPROVED AS TO FORM:
____________________________
City Attorney
2729961.1