HomeMy WebLinkAboutReso 103-2023 (23-500)FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE
CITY OF SOUTH SAN FRANCISCO AND
GOTHIC LANDSCAPE, INC.
THIS FIRST AMENDMENT TO THE SERVICES AGREEMENT is made at South San
Francisco, California, as of April 10, 2023, by and between THE CITY OF SOUTH SAN
FRANCISCO (“City”), a municipal corporation, and Gothic Landscape, Inc. (“Contractor”),
(sometimes referred together as the “Parties”) who agree as follows:
RECITALS
A. On July 1, 2021, City and Contractor entered that certain Services Agreement
(“Agreement”) whereby Contractor agreed to provide Right of Way landscaping services. A true
and correct copy of the Agreement and its exhibits is attached as Exhibit A.
B. City and Contractor now desire to amend the Agreement.
NOW, THEREFORE, for and in consideration of the promises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, City and Contractor
hereby agree as follows:
All terms which are defined in the Agreement shall have the same meaning when used in this
Amendment, unless specifically provided herein to the contrary.
Section 1: Term. The June 30, 2023, end date for the term of services identified in Section 1 of
the Agreement is hereby replaced with June 30, 2024.
Section 2: Compensation. Section 2 of the Agreement shall be amended by the amount of
$375,187. such that the City agrees to pay Contractor a sum not to exceed totaling
$1,167,603., with the understanding that up to $593,680 has already been paid to Contractor
as of 04/01/2023.
Original Contract Amount: $ 792,416.00
Amendment #1: $ 375,187.13
Total Contract Amount: $1,167,603.13
Contractor agrees this is the City’s total contribution for payment of costs under the Agreement
unless additional payments are authorized in accordance with the terms of the Agreement and
said terms of payment are mutually agreed to by and between the parties in writing.
4. Scope of Services. The Scope of services is amended and attached as Exhibit B to this
Amendment.
All other terms, conditions and provisions in the Agreement remain in full force and effect. If there
is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement
will control unless specifically modified by this Amendment.
[SIGNATURES ON THE FOLLOWING PAGE]
EXHIBIT A
Dated:
CITY OF SOUTH SAN FRANCISCO GOTHIC LANDSCAPE, INC.
By: By:
Sharon Ranals, City Manager
ATTEST:
By:
City Clerk
Approved as to Form:
By:
City Attorney
EXHIBIT A
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 1 of 17
LANDSCAPE MAINTENANCE SERVICES AGREEMENT BETWEEN
THE CITY OF SOUTH SAN FRANCISCO AND
GOTHIC LANDSCAPE, INC.
THIS AGREEMENT for consulting services is made by and between the City of South San
Francisco (“City”) and Gothic Landscape, Inc. (“Consultant”) (together sometimes referred to as the
“Parties”) as of July 1, 2021 (the “Effective Date”).
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto
and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict
in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on June 30, 2023, the date of completion specified in Exhibit A, and Consultant shall
complete the work described in Exhibit A prior to that date, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 9. The time
provided to Consultant to complete the services required by this Agreement shall not affect
the City’s right to terminate the Agreement, as provided for in Section 9.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement in a substantial, first-class manner and shall conform to the
standards of quality normally observed by a person practicing in Consultant's profession.
1.3 Assignment of Personnel. Subject to the requirements of Section 9.4, Consultant shall
assign only competent personnel to perform services pursuant to this Agreement. In the
event that City, in its sole discretion, at any time during the term of this Agreement, desires
the reassignment of any such persons, Consultant shall, immediately upon receiving notice
from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
SEVEN HUNDRED NINTY TWO THOUSAND FOUR HUNDRED SIXTEEN DOLLARS ($792,416) not
withstanding any contrary indications that may be contained in Consultant’s proposal, for services to be
performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant’s proposal, attached as Exhibit A, regarding the amount of compensation, the
Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the
time and in the manner set forth herein. The payments specified below shall be the only payments from
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 2 of 17
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, Consultant shall not bill City
for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant’s estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once per month during
the term of this Agreement, based on the cost for services performed and reimbursable
costs incurred prior to the invoice date. Invoices shall contain the following information:
Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice,
etc.);
The beginning and ending dates of the billing period;
A task summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
At City’s option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder, as well as a separate notice when the total number of hours of work by
Consultant and any individual employee, agent, or subcontractor of Consultant
reaches or exceeds eight hundred (800) hours, which shall include an estimate of
the time necessary to complete the work described in Exhibit A;
The amount and purpose of actual expenditures for which reimbursement is
sought;
The Consultant’s signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City shall
have thirty (30) days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant. City shall have no obligation to pay invoices
submitted ninety (90) days past the performance of work or incurrence of cost.
2.3 Final Payment. City shall pay the last five percent (5%) of the total sum due pursuant to
this Agreement within sixty (60) days after completion of the services and submittal to City
of a final invoice, if all services required have been satisfactorily performed.
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 3 of 17
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown in Exhibit A.
2.6 Reimbursable Expenses. Expenses not listed are not chargeable to City. Reimbursable
expenses are included in the total amount of compensation provided under this Agreement
that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes. Contractor
represents and warrants that Contractor is a resident of the State of California in
accordance with California Revenue & Taxation Code Section 18662, as may be
amended, and is exempt from withholding. Contractor accepts sole responsibility for
verifying the residency status of any subcontractors and withhold taxes from non-California
subcontractors as required by law.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 4 of 17
incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. CONTRACT SECURITY. Concurrently with the execution of this Agreement, Consultant
shall furnish a surety bond in an amount equal to at least 100% of the contract price set forth in Section 2
as security for the faithful performance of this contract. Sureties on said bond and the form thereof shall be
issued by a California-admitted surety, satisfactory to the City and approved by the Contract Administrator
identified in Section 11.9.
Section 5 INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
amounts of insurance listed below against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit B, indicating that
Consultant has obtained or currently maintains insurance that meets the requirements of this section and
under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance
policies required by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any
subcontract until Consultant has obtained all insurance required herein for the subcontractor(s).
5.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers’
Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of
not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative,
Consultant may rely on a self-insurance program to meet those requirements, but only if
the program of self-insurance complies fully with the provisions of the California Labor
Code. Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator (as defined in
Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self-
insurance is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under this
Agreement.
5.2 Commercial General and Automobile Liability Insurance.
5.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00)
per occurrence, combined single limit coverage for risks associated with the work
contemplated by this Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be
performed under this Agreement or the general aggregate limit shall be at least
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 5 of 17
twice the required occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and personal injury,
including death resulting there from, and damage to property resulting from
activities contemplated under this Agreement, including the use of owned and non-
owned automobiles.
5.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 or GL 0002 (most recent editions) covering comprehensive General
Liability and Insurance Services Office form number GL 0404 covering Broad
Form Comprehensive General Liability. Automobile coverage shall be at least as
broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90)
Code 8 and 9. No endorsement shall be attached limiting the coverage.
5.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the policy
shall not affect coverage provided to City and its officers, employees,
agents, and volunteers.
5.3 Professional Liability Insurance.
5.3.1 General requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed
professionals’ errors and omissions. Any deductible or self-insured retention shall
not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim.
5.3.2 Claims-made limitations. The following provisions shall apply if the professional
liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the Agreement or
the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 6 of 17
this Agreement, Consultant must provide extended reporting coverage for
a minimum of five (5) years after completion of the Agreement or the work.
The City shall have the right to exercise, at the Consultant’s sole cost and
expense, any extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
5.4 All Policies Requirements.
5.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A: VII.
5.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all policies delivered to
Consultant by the insurer, including complete copies of all endorsements attached
to those policies. All copies of policies and certified endorsements shall show the
signature of a person authorized by that insurer to bind coverage on its behalf. If
the City does not receive the required insurance documents prior to the Consultant
beginning work, it shall not waive the Consultant’s obligation to provide them. The
City reserves the right to require complete copies of all required insurance policies
at any time.
5.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement
shall be attached to all insurance obtained pursuant to this Agreement stating that
coverage shall not be suspended, voided, canceled by either party, or reduced in
coverage or in limits, except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been given to the City. In the event that any
coverage required by this section is reduced, limited, cancelled, or materially
affected in any other manner, Consultant shall provide written notice to City at
Consultant’s earliest possible opportunity and in no case later than ten (10)
working days after Consultant is notified of the change in coverage.
5.4.4 Additional insured; primary insurance. City and its officers, employees, agents,
and volunteers shall be covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on behalf of Consultant,
including the insured’s general supervision of Consultant; products and completed
operations of Consultant, as applicable; premises owned, occupied, or used by
Consultant; and automobiles owned, leased, or used by the Consultant in the
course of providing services pursuant to this Agreement. The coverage shall
contain no special limitations on the scope of protection afforded to City or its
officers, employees, agents, or volunteers.
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 7 of 17
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by the City shall be
called upon to contribute to a loss under the coverage.
5.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the approval of City for the self-insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement.
Further, 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.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self-insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Administrator may condition approval of an increase in
deductible or self-insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them.
5.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
5.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a
“wasting” policy limit.
5.4.8 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverage, scope, limits, and forms of
such insurance are either not commercially available, or that the City’s interests
are otherwise fully protected.
5.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 8 of 17
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
b. Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
c. Terminate this Agreement.
Section 6. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. Consultant shall
indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers,
employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions,
damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to
property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole
or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees,
subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character
of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage
to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its
officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the
duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Consultant from liability
under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall
apply to any damages or claims for damages whether or not such insurance policies shall have been
determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
under this Agreement is determined by a court of competent jurisdiction or the California Public Employees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions
for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the responsibility of
City.
Section 7. STATUS OF CONSULTANT.
7.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. City shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 9 of 17
however, otherwise City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
7.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent or to bind City to any obligation whatsoever.
Section 8. LEGAL REQUIREMENTS.
8.1 Governing Law. The laws of the State of California shall govern this Agreement.
8.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
8.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
8.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals, including from City, of what-so-ever nature that are legally required to
practice their respective professions. Consultant represents and warrants to City that
Consultant and its employees, agents, any subcontractors shall, at their sole cost and
expense, keep in effect at all times during the term of this Agreement any licenses,
permits, and approvals that are legally required to practice their respective professions. In
addition to the foregoing, Consultant and any subcontractors shall obtain and maintain
during the term of this Agreement valid Business Licenses from City.
8.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person’s race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 10 of 17
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
8.6 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 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 and 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 made available upon request as required by
Labor Code Section 1776.
(C) Subcontracting – Consultant shall be responsible for his own and subcontractors’
compliance with Section 1777.5 of the Labor Code regarding apprentice-able
occupations. Consultant’s willful failure to comply with this section shall be denied
the right to bid on a public works contract for a period of six (6) months from the
date the determination is made.
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 11 of 17
Section 9. TERMINATION AND MODIFICATION.
9.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement for cause upon 30 days’ written notice to City and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the date of notice of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City all materials described in Section
10.1.
9.2 Extension. If agreed to by all parties the City may extend the end date of this Agreement
beyond that provided for in Subsection 1.1. Any such extension shall require a written
amendment to this Agreement, as provided for herein. Consultant understands and agrees
that, if City grants such an extension, City shall have no obligation to provide Consultant
with compensation beyond the maximum amount provided for in this Agreement.
Similarly, unless authorized by the Contract Administrator, City shall have no obligation to
reimburse Consultant for any otherwise reimbursable expenses incurred during the
extension period.
9.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
9.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant’s unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not assign or subcontract any
portion of the performance contemplated and provided for herein, other than to the
subcontractors noted in the proposal, without prior written approval of the Contract
Administrator. Not less than fifty percent (50%) of the contract work shall be done by the
prime contractor. Further, the Contractor shall not, without the consent of the City of South
San Francisco, either:
(a) Substitute any person or subcontractors in place of the subcontractors designated on
the original proposal; or
(b) Permit any subcontract to be assigned or transferred or allow it to be performed by
anyone other than the original subcontractor listed in the proposal.
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 12 of 17
Should the Consultant violate any of the provisions of this Agreement or the Identification
of Subcontractors Form contained in the proposal, it shall be deemed a violation of this
Agreement, and the City of South San Francisco may cancel the Agreement.
9.5 Temporary Suspension of Work. The Parks Manager shall have the authority to suspend
the work wholly or in part for such period as deemed necessary, due to unsuitable
weather, or to such other conditions as are considered unfavorable for the suitable
prosecution of the work, or for such time as he/she may deem necessary, due to the failure
on the part of the contractor to carry out orders given, or to perform any of the provisions of
the work. The contractor shall immediately obey such orders of the Parks Manager and
shall not restart the work until ordered in writing by the Parks Manager.
9.6 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
9.7 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City’s remedies shall include, but not be limited to, the following:
9.7.1 Immediately terminate the Agreement;
9.7.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
9.7.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
9.7.4 Charge Consultant the difference between the costs to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 10. KEEPING AND STATUS OF RECORDS.
10.1 Records Created as Part of Consultant’s Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 13 of 17
confidential and will not be released to third parties without prior written consent of both
parties unless required by law.
10.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of three (3) years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
10.3 Inspection and Audit of Records. Any records or documents that Section 10.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the
request of City or as part of any audit of the City, for a period of three (3) years after final
payment under the Agreement.
10.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All
responses to a Request for Proposals (RFP) or invitation to bid issued by the City become
the exclusive property of the City. At such time as the City selects a bid, all proposals
received become a matter of public record, and shall be regarded as public records, with
the exception of those elements in each proposal that are defined by Consultant and
plainly marked as “Confidential,” "Business Secret" or “Trade Secret."
The City shall not be liable or in any way responsible for the disclosure of any such
proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or
"Business Secret," or if disclosure is required under the Public Records Act.
Although the California Public Records Act recognizes that certain confidential trade secret
information may be protected from disclosure, the City may not be in a position to establish
that the information that a prospective bidder submits is a trade secret. If a request is
made for information marked "Trade Secret" or "Business Secret," and the requester takes
legal action seeking release of the materials it believes does not constitute trade secret
information, by submitting a proposal, Consultant agrees to indemnify, defend and hold
harmless the City, its agents and employees, from any judgment, fines, penalties, and
award of attorneys fees awarded against the City in favor of the party requesting the
information, and any and all costs connected with that defense. This obligation to
indemnify survives the City's award of the contract. Consultant agrees that this
indemnification survives as long as the trade secret information is in the City's possession,
which includes a minimum retention period for such documents.
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 14 of 17
Section 11 MISCELLANEOUS PROVISIONS.
11.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an
action for declaratory relief, to enforce or interpret the provision of this Agreement, the
prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief
to which that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
11.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County San Mateo or in the United States District Court for
the Northern District of California.
11.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
11.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
11.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
11.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
11.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)
months, an employee, agent, appointee, or official of the City. If Consultant was an
employee, agent, appointee, or official of the City in the previous twelve (12) months,
Consultant warrants that it did not participate in any manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation of
Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 15 of 17
entitled to any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of Government Code § 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
11.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
11.9 Contract Administration. This Agreement shall be administered by Joshua Richardson,
Parks Maintenance Program Manager ("Contract Administrator"). All correspondence shall
be directed to or through the Contract Administrator or his or her designee.
11.10 Notices. 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: Gothic Landscape, Inc.
2520 Pulgas Avenue
East Palo Alto, CA 94303
City:
City Clerk
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
With a copy to:
Joshua Richardson
Parks Maintenance Program Manager
City of South San Francisco,
P.O. Box 711,
South San Francisco California 94083
11.11 Professional Seal. Where applicable in the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 16 of 17
"Seal and Signature of Registered Professional with report/design responsibility," as in the
following example.
Seal and Signature of Registered Professional with
report/design responsibility.
11.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated
herein, represents the entire and integrated agreement between City and Consultant and
supersedes all prior negotiations, representations, or agreements, either written or oral
pertaining to the matters herein.
11.13 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.
11.14 Construction. The headings in this Agreement are for the purpose of reference only and
shall not limit or otherwise affect any of the terms of this Agreement. The parties have had
an equal opportunity to participate in the drafting of this Agreement; therefore any
construction as against the drafting party shall not apply to this Agreement.
Exhibit A to the 1st Amendment
Landscape Maintenance Services Agreement between
City of South San Francisco and GOTHIC LANDSCAPE, INC. Page 17 of 17
The Parties have executed this Agreement as of the Effective Date.
CITY OF SOUTH SAN FRANCISCO CONSULTANT
____________________________ _____________________________________
Mike Futrell, City Manager
Attest:
_____________________________
City Clerk
Approved as to Form:
____________________________
City Attorney
_______________________________________________________________________________________________________________________________________________
Exhibit A to the 1st Amendment
ATTACHMENT A
SERVICE AREAS AND LITTER PICKUP FREQUENCIES
Perform the scope of work for LANDSCAPE MAINTENANCE SERVICES in place, and in accordance with the
Service Areas and Litter Pickup Frequencies below, and with the Standard of Services (Attachment B). See key
below for notes. In the event of a conflict in or inconsistency between the terms of this Attachment and the Standard
of Services (Attachment B), the Standard of Services shall prevail.
BID
ITEM DESCRIPTION FROM TO
LITTER
PICKUP
SERVICE
FREQ.
IRRIG.
TYPE NOTES MONTHLY
RATE
ANNUAL
COST
1 West Park 1 & 2 Common Greens 52 A $ 8908 $106,896
2
Greenview
Commons Common Greens 52 A $1570 $18,840
3 West Park 3 Common Greens 52 A $13190 $158,280
4 Willow Gardens Common Greens 52 A $1573 $18,876
5 Stonegate Common Greens 52 A $1573 $18,876
6
Linden Avenue
Park
Linden Avenue @
Pine Avenue 52 A $341 $4092
7 Olympic Park
Olympic Dr @
Dublin Dr 26 A $171 $2052
8
Sister Cities Linear
Park Orange Ave. Spruce Ave. 52 A $1310 $15,720
9 Irish Town Greens
Airport Blvd.
between Armour Ave
and Linden Ave 52 A $1048 $12,576
10
Orange Park
Sculpture Garden
Tennis Drive
Parking Lot 52 A $916 $10,992
TOTAL BASE BID PRICE: $30,600 $367,200
Key to Service Area Notes:
Service Frequency: Minimum frequency of litter removal.
4 Quarterly Service (4 times per year)
12 Monthly Service (12 times per year)
26 Bi-weekly Service (26 times per year)
52 Weekly Service (52 times per year)
Irrigation Type: Type of control system.
A Automatic. Irrigation schedule shall be coordinated with the City.
M Manual. Contractor shall be responsible for turning system on and off as required
for proper irrigation.
N No irrigation system. City will provide water wagon service as requested by contractor.
Exhibit A to the 1st Amendment
Exhibit A to the 1st Amendment
Exhibit A to the 1st Amendment
BID ITEMDESCRIPTIONFROMTOLITTER PICKUP SERVICE FREQ.IRRIG. TYPENOTES Current Monthly Rate Current Annual Cost Proposed Monthly Rate with 8.9% increase Proposed Annual Cost with 8.9% increase 1 West Park 1 & 2 Common Greens 52 A 8,908.00$ 106,896.00$ 9,740.90$ 116,890.78$ 2 Greenview Commons Common Greens 52 A 1,570.00$ 18,840.00$ 1,716.80$ 20,601.54$ 3 West Park 3 Common Greens 52 A 13,190.00$ 158,280.00$ 14,423.27$ 173,079.18$ 4 Willow Gardens Common Greens 52 A 1,573.00$ 18,876.00$ 1,720.08$ 20,640.91$ 5 Stonegate Common Greens 52 A 1,573.00$ 18,876.00$ 1,720.08$ 20,640.91$ 6 Linden Avenue Park Linden Avenue @ Pine Avenue 52 A 341.00$ 4,092.00$ 341.00$ 4,092.00$ 7 Olympic Park Olympic Dr @ Dublin Dr 26 A 171.00$ 2,052.00$ 171.00$ 2,052.00$ 8 Sister Cities Linear Park Orange Ave.Spruce Ave52 A 1,310.00$ 15,720.00$ 1,432.49$ 17,189.82$ 9Irish Town GreensAirport Blvd. between Armour Ave and Linden Ave52 ARemove from scope1,048.00$ 12,576.00$ 10 Orange Park Sculpture Garden Tennis Drive Parking Lot 52 A 916.00$ 10,992.00$ 1,001.65$ 12,019.75$ 30,600.00$ 367,200.00$ 32,267.24$ 387,206.88$ Line item # 10 " Orange Park/ Sculpture Gardens- will not be billed. This line item will be utilized as " in-lieu-of" use of the City of SSF Yard Space. Total monthly billing should reflect $31,265.59TOTAL BASE BID PRICE:([KLELW%WRWKHVW$PHQGPHQW