HomeMy WebLinkAboutReso 75-2020 (19-957)City Council
City of South San Francisco
Resolution: RES 75-2020
P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
File Number: 19-957 Enactment Number: RES 75-2020
RESOLUTION APPROVING AND AUTHORIZING THE CITY
MANAGER TO ENTER INTO VARIOUS CONSULTING SERVICES
AGREEMENTS FOR ON-CALL ARCHITECTURAL,
ENGINEERING, AND OTHER PROFESSIONAL SERVICES FOR
VARIOUS CITY-FUNDED PROJECTS IN AN AMOUNT NOT TO
EXCEED $300,000 PER FISCAL YEAR FOR A THREE YEAR
PERIOD PER AGREEMENT WITH SELECTED CONSULTANTS.
WHEREAS, on February 12, 2020, City of South San Francisco ("City") staff issued a Request for
Statement of Qualifications ("SOQ") for on-call architectural, engineering, and professional services for
16 service areas from consulting firms, which professional service areas include appraisal services;
architecture; biological services; civil engineering, construction management and inspection services;
electrical engineering; geotechnical engineering and materials testing; hazardous material testing and
monitoring; landscape architecture; marine engineering; mechanical engineering; solid waste
engineering; structural engineering; surveying, mapping and right-of-way engineering; traffic
engineering and transportation; and water resources; and
WHEREAS, on March 11, 2020, staff received one hundred sixty nine (169) proposals for the various
service areas from consultants in response to the SOQ; and
WHEREAS, City staff from the Engineering Division, Building Division, Economic and Community
Development Department, Public Works Department, Parks and Recreation Department, Planning
Division, and Water Quality Control Plant reviewed the proposals and selected the consultants based on
their project understanding, example projects, expertise and proposal; and
WHEREAS, staff recommends the Council approve and provide authority for the execution of the
consulting services agreements with the selected consultants listed in Exhibit A and utilizing and
customizing the form Consultant Services Agreement for each selected consultant, attached as Exhibit B;
and
WHEREAS, costs for the on-call architectural, engineering and other professional services will be
charged to various city-funded projects through their sources of funding and shall not exceed $300,000
per agreement per fiscal year for the term of July 1, 2020 to June 30, 2023, in which the first fiscal year
will begin on July 1, 2020 and end on June 30, 2021, with the City Manager having the option to extend
their agreement for an additional two (2) years.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco
hereby approves the Consulting Services Agreement, attached hereto and incorporated herein as Exhibit
B, and utilizing this agreement for on-call architectural, engineering, and other professional services for
various
Page 1 City of South San Francisco
File Number. 19-957 Enactment Number: RES 75-2020
Capital Improvement Projects, for those selected consulting firms listed in Exhibit A, attached hereto and
incorporated herein, in an amount not to exceed $300,000 per agreement per fiscal year for the term of
July 1, 2020 to June 30, 2023, in which the first fiscal year will begin on July 1, 2020 and end on June
30, 2021, with the City Manager having an option to extend any agreement for an additional two (2)
years.
BE IT FURTHER RESOLVED, that the City Council hereby authorizes the City Manager to execute
on-call consulting services agreements on behalf of the City for those selected consulting firms listed in
Exhibit A by utilizing the agreement listed as Exhibit B and in substantially the same form as Exhibit B,
upon timely submission by the selected consultants' signed contracts and all other required documents,
subject to approval as to form by the City Attorney.
BE IT FURTHER RESOLVED, that the City Manager is authorized to take actions consistent with the
intent of this Resolution that does not materially alter the City's obligations hereunder.
At a meeting of the City Council on 6/10/2020, a motion was made by Vice Mayor Addiego, seconded by
Councilmember Nicolas, that this Resolution be approved. The motion passed.
Yes: 5 Mayor Garbarino, Vice Mayor Addiego, Councilmember Nagales, Councilmember
Nicolas, and Councilmember Matsumoto
Attest by 4?04 4tfU
qsa Govea Acosta, City Clerk
City of South San Francisco Page 2
Page 1 of 2
EXHIBIT A – SELECTED CONSULTANTS
NO. SERVICE AREA CONSULTANTS
1 Architecture Group 4 Architecture of South San Francisco, CA
KRJ Design Group of San Mateo, CA
Ratcliff of San Francisco, CA
SIM Architects, Inc. of San Francisco, CA
2 Biological Services AECOM Technical Services, Inc. of Oakland, CA
SWCA Environmental Consultants of San Francisco, CA
3 Appraisal Services Associated Right of Way Services, Inc. of Pleasant Hill, CA
4 Civil Engineering AECOM Technical Services, Inc. of Oakland, CA
Bellecci & Associates of Pleasanton, CA
BKF Engineers of Redwood City, CA
CSG Consultants. Inc. of Foster City, CA
Kimley-Horn and Associates, Inc. of Pleasanton, CA
Lotus Water of San Francisco, CA
Mark Thomas & Company, Inc. of Oakland, CA
NCE of Richmond, CA
Quincy Engineering, Inc. of Walnut Creek, CA
Ruggeri Jensen Azar of Pleasanton, CA
Wilsey Ham of San Mateo, CA
Wood Rodgers, Inc. of Oakland, CA
WRECO of Walnut Creek, CA
5 Construction Management Aliquot Associates, Inc. of Walnut Creek, CA
and Inspection Services / AnchorCM of Lafayette, CA
Horizontal Construction Cumming Management Group Inc. of South San Francisco, CA
Swinerton Management & Consulting of San Francisco, CA
TRC Engineers, Inc. of Rancho Cordova, CA
6 Electrical Engineering Interface Engineering, Inc. of San Francisco, CA
Randall Lamb Associates, Inc. of San Francisco, CA
Syska Hennessy Group of San Francisco, CA
7 Geotechnical Engineering Construction Testing Services, Inc. of San Francisco, CA
and Materials Testing Cotton, Shires and Associates, Inc. of Los Gatos, CA
Fugro USA Land, Inc. of Walnut Creek, CA
Geocon Consultants, Inc. of Livermore, CA
Haley & Aldrich, Inc. of Oakland, CA
Ninyo & Moore of Walnut Creek, CA
Smith-Emery of San Francisco, CA
8 Hazardous Materials Testing Ninyo & Moore of Walnut Creek, CA
and Monitoring Services SCA Environmental, Inc. of San Francisco, CA
and/or Construction Material Terracon Consultants, Inc. of Emeryville, CA
Testing / Monitoring
Page 2 of 2
9 Landscape Architecture CALA of Burlingame, CA
Gates + Associates of San Ramon, CA
MIG of Berkeley, CA
NCE of Richmond, CA
RHAA of Mill Valley, CA
RRM Design Group of San Leandro, CA
SSA Landscape Architects, Inc. of Santa Cruz, CA
SWA Group of San Francisco, CA
Verde Design, Inc. of Santa Clara, CA
10 Mechanical Engineering Randall Lamb Associates, Inc. of San Francisco, CA
YEI Engineers, Inc. of Oakland, CA
11 Structural Engineering Biggs Cardosa Associates, Inc. of San Francisco, CA
Quincy Engineering, Inc. of Walnut Creek, CA
TJC and Associates, Inc. of Oakland, CA
TRC Engineers, Inc. of Rancho Cordova, CA
Wood Rodgers, Inc. of Oakland, CA
12 Surveying, Mapping, and BKF Engineers of Redwood City, CA
Right-of-Way Engineering Kier & Wright of Santa Clara, CA
SANDIS Civil Engineers Surveyors Planners of Oakland, CA
Wilsey Ham of San Mateo, CA
13 Traffic Engineering AECOM Technical Services, Inc. of Oakland, CA
Transportation Alta Planning + Design, Inc. of Oakland, CA
BKF Engineers of Redwood City, CA
CHS Consulting Group of San Francisco, CA
Crane Transportation Group of Elk Grove, CA
DKS Associates of Oakland, CA
Fehr & Peers of San Francisco, CA
Hexagon Transportation Consultants, Inc. of San Jose, CA
Iteris, Inc. of Oakland, CA
Kimley-Horn and Associates, Inc. of Pleasanton, CA
TJKM Transportation Consultants of Pleasanton, CA
14 Water Resources BKF Engineers of Redwood City, CA
Storm Water/Drainage Carollo Engineers, Inc. of Walnut Creek, CA
and Waste Water) Freyer & Laureta, Inc. of San Francisco, CA
Kennedy/Jenks Consultants, Inc. of San Francisco, CA
Lotus Water of San Francisco, CA
Schaaf & Wheeler Consulting Civil Engineers of San Francisco, CA
Wilsey Ham of San Mateo, CA
Woodard & Curran of Walnut Creek, CA
WRECO of Walnut Creek, CA
15 Marine Engineering Anchor QEA, LLC of San Francisco, CA
16 Solid Waste Engineering NONE
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EXHIBIT B – ON CALL CONSULTING SERVICES AGREEMENT
FOR SELECTED CONSULTANTS
ON CALL CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF SOUTH SAN FRANCISCO AND
ON CALL CONSULTANT
THIS AGREEMENT for on-call consulting services is made by and between the City of South San
Francisco (“City”) and _____________“Consultant”) (together sometimes referred to as the “Parties”) as of
July 1st. 2020 (the “Effective Date”).
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide consulting services on an on-call basis to City as described in the Scope of Work attached
hereto and incorporated herein 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.
1.1 Term of Agreement. The term of this Agreement shall begin on the Effective Date and
shall end on June 30, 2023, unless the term of the Agreement is otherwise terminated or
extended, as provided for in Section 8. 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 8.
1.2 Task Order. Prior to execution of a Task Order, the City shall request a Task Order Scope
Proposal from the Consultant. Consultant shall provide the City with a Task Order Scope
Proposal, and if satisfactory, the City and Consultant shall execute a Task Order. Upon an
executed Task Order, Consultant shall perform the services listed in the Task Order and in
a manner consistent with this Agreement.
1.3 Standard of Performance. Consultant shall perform all work 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.
1.4 Assignment of Personnel. 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.
1.5 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 Section 1.3 above and to satisfy Consultant’s obligations hereunder.
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1.6 Public Works Requirements. Because the services described in Exhibit A may include
work performed during the design and preconstruction phases of construction including,
but not limited to, inspection and land surveying work,” the services may constitute a public
works within the definition of Section 1720(a)(1) of the California Labor Code. As a result,
Consultant is required to comply with the provisions set forth in Exhibit E, which is attached
hereto and incorporated herein.
Section 2. COMPENSATION. This On-call Services Agreement does not guarantee any amount of
work for the Consultant. Task Orders will be developed and executed as needed and provided for in this
Agreement. The Consultant shall be paid by the City only for completed services rendered under each
approved individual Task Order. Such payment shall be full compensation for payment shall be full
compensation for work performed or services rendered and for all labor, materials, supplies, equipment and
incidentals necessary to complete the work stated in the Task Order. Notwithstanding the foregoing,
Consultant shall not receive total compensation under this Agreement in an amount over Three Hundred
Thousand Dollars ($300,000.00) per fiscal year, in which the fiscal year shall begin on July 1st and
end on June 30th of the following year. 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.
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 all services performed and reimbursable
costs incurred prior to the invoice date. Invoices shall contain all 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 each
employee, agent, and subcontractor of Consultant performing services hereunder;
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Consultant shall give separate notice to the City when the total number of hours
worked by Consultant and any individual employee, agent, or subcontractor of
Consultant reaches or exceeds eight hundred (800) hours within a twelve (12)-
month period under this Agreement and any other agreement between Consultant
and City. Such notice shall include an estimate of the time necessary to complete
work described in Exhibit A and the estimate of time necessary to complete work
under any other agreement between Consultant and City, if applicable.
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. Each invoice shall include all expenses and
actives performed during the invoice period for which Consultant expects to receive
payment.
2.3 Final Payment. City shall pay the 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.
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 on the compensation schedule attached hereto and incorporated
herein as Exhibit C.
2.6 Reimbursable Expenses. Reimbursable expenses, as specified in Exhibit D, attached
hereto and incorporated herein, shall not exceed One Thousand Dollars ($1,000).
Expenses not listed below 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 it may be
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amended, and is exempt from withholding. Contractor accepts sole responsible for
verifying the residency status of any subcontractors and withhold taxes from non-California
subcontractors.
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 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.
2.10 False Claims Act. Presenting a false or fraudulent claim for payment, including a change
order, is a violation of the California False Claims Act and may result in treble damages
and a fine of five thousand ($5,000) to ten thousand dollars ($10,000) per violation.
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
incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. 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 proof satisfactory to City of such insurance that meets the requirements of this section and under
forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work 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). Consultant shall maintain all required insurance listed herein for
the duration of this Agreement.
4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any
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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 $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.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 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) 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
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 therefrom, and damage to property resulting from
activities contemplated under this Agreement, including the use of owned and non-
owned automobiles.
4.2.2 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 Insurance and Services Office form number GL 0404 covering Broad
Form Comprehensive General Liability on an “occurrence” basis. Automobile
coverage shall be at least as broad as Insurance Services Office Automobile
Liability form CA 0001 (most recent edition). No endorsement shall be attached
limiting the coverage.
4.2.3 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.
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4.3 Professional Liability Insurance.
4.3.1 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.
4.3.2 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
this Agreement, Consultant shall purchase an extended period coverage
for a minimum of five (5) years after completion of work under this
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
for review prior to the commencement of any work under this Agreement.
4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy
4.4 All Policies Requirements.
4.4.1 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.
4.4.2 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
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beginning work, this 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.
4.4.3 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.
4.4.4 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 City’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.
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.
4.4.5 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
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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.
4.4.6 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.
4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a
wasting” policy limit.
4.4.8 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.
4.5 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
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 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. Consultant shall, to the
fullest extent allowed by law, with respect to all Services performed in connection with this Agreement,
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 (“Claims”), to the extent
caused, directly or indirectly, in whole or in part, by the willful misconduct or negligent acts or omissions of
Consultant or its employees, subcontractors, or agents. 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
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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.
The following should replace Section 5 text above if the consultant is providing architect,
landscape architect, professional engineer, or professional land surveyor services under this
Agreement.]
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.
5.1.] Separate Professional Liability (PL) Indemnity. As respect to the performance of professional
services, Consultant agrees to indemnify and hold harmless City, its officers, employees, authorized
agents/volunteers (collectively, the “City Indemnitees”), from and against any damages, losses, liabilities,
judgments, settlements, expenses, and costs (including reasonable and necessary attorneys' fees, costs
and expenses) to the extent caused by Consultant's negligent acts, errors or omissions or willful
misconduct in the performance of services under this Agreement and anyone for whom Consultant is
legally liable. Consultant has no obligation to pay for any of City Indemnitees defense related cost prior to a
final determination of liability, or to pay any amount that exceeds Consultant’s finally determined
percentage of liability based upon the comparative fault of Consultant.
5.2] Separate Other than Professional Liability (OPL) Indemnity. As respect to its operations, other
than the performance of professional services, Consultant agrees to indemnify, hold harmless and defend
City with counsel approved by City, the City Indemnitees, from and against any damages, liabilities,
judgments, settlements, costs, claims, demands, actions, suits, losses, and expenses (including reasonable
and necessary attorneys' fees, costs and expenses) arising out of the death or bodily injury to any person
or destruction or damage to any property, to the extent caused by Consultant's negligent acts, errors or
omissions or willful misconduct in the performance of services under this Agreement and anyone for whom
Consultant is legally liable.
5.3] Common PL & OPL Indemnity Provisions. Consultant’s obligations under this Section 5 shall not
apply when (1) the injury, loss of life, damage to property, or violation of law arises 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 under Section 5.2 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.
5.1 Insurance Not in Place of Indemnity. 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
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City of South San Francisco and On Call Consultant Page 10 of 18
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.
5.2 PERS Liability. 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.
5.3 Third Party Claims. With respect to third party claims against the Consultant, the
Consultant waives any and all rights of any type of express or implied indemnity against
the Indemnitees.
Section 6. STATUS OF CONSULTANT.
6.1 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;
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.
6.2 Consultant Not an 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 to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all federal, state and local laws and regulations applicable to the performance of the work
hereunder. Consultant’s failure to comply with such law(s) or regulation(s) shall constitute
a breach of contract.
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7.3 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.
7.4 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 whatsoever 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.
7.5 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
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.
7.6 Contractor’s Residency and Tax Withholding. Contractor declares that Contractor is a
resident of the State of California in accordance with the California Franchise Tax Board
form 590 (“Form 590”), as may be amended, attached hereto and incorporated herein as
Exhibit F. Unless provided with valid, written evidence of an exemption or waiver from
withholding, City may withhold California taxes from payments to Contractor as required by
law. Contractor shall obtain, and maintain on file for three (3) years after the termination of
the Contract, Form 590s from all subcontractors. Contractor accepts sole responsibility for
withholding taxes from any non-California resident subcontractor and shall submit written
documentation of compliance with Contractor's withholding duty to City.
Section 8. TERMINATION AND MODIFICATION.
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8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant. Upon termination, City shall be entitled to all work, including but
not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings
and data estimates performed to that date, whether completed or not, and in accordance
with Section 9.1.
Consultant may cancel this Agreement for cause upon thirty (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 effective date of notice of termination; City, however, may condition
payment of such compensation upon Consultant delivering to City all materials described
in Section 9.1.
City may temporarily suspend this Agreement, at no additional cost to City, provided that
Consultant is given written notice (delivered by certified mail, return receipt requested) of
temporary suspension. If City gives such notice of temporary suspension, Consultant shall
immediately suspend its activities under this Agreement. A temporary suspension may be
issued concurrent with the notice of termination provided for in this section.
8.2 Extension. The City Manager may, in his/her sole and exclusive discretion, extend the
end date of this Agreement beyond that provided for in Subsection 1.1 with a maximum of
a two (2) year extension. Any such extension shall require Contractor to execute 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. Any additional compensation beyond the not-to-exceed amount provided for
under Section 2 of the Agreement may be paid by the City only based on written approval
by the City Manager or City Council, as applicable, and by a written amendment between
the Parties. 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.
8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the
Parties.
8.4 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
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subcontractors noted in the proposal, without prior written approval of the Contract
Administrator.
8.5 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.
8.6 Options upon Breach by Consultant. Notwithstanding any provisions of this Agreement,
Consultant shall not be relieved of liability to City for damages sustained by City by virtue
of any breach of this Agreement by Consultant, and City may withhold any payments due
to Consultant until such time as the exact amount of damages, if any, due City from
Consultant is determined. If Consultant materially breaches any of the terms of this
Agreement, City’s remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost 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 9. KEEPING AND STATUS OF RECORDS.
9.1 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
confidential and will not be released to third parties without prior written consent of both
Parties except as required by law.
9.2 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
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City of South San Francisco and On Call Consultant Page 14 of 18
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.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 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 ($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.
9.4 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.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 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.
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10.2 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 of San Mateo or in the United States District Court
for the Northern District of California.
10.3 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.
10.4 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.
10.5 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.
10.6 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.
10.7 Conflict of Interest. During the term of this Agreement, the Consultant shall disclose any
financial, business, or other relationship with City that may have an impact upon the
outcome of this Agreement or any ensuing City construction project. The Consultant shall
also list current clients who may have a financial interest in the outcome of this Agreement
or any ensuing City construction project which will follow. Consultant certifies that it has
disclosed to City any actual, apparent, or potential conflicts of interest that may exist
relative to the services to be provided pursuant to this Agreement. Consultant agrees to
advise City of any actual, apparent or potential conflicts of interest that may develop
subsequent to the date of execution of this Agreement. Consultant further agrees to
complete any statements of economic interest if required by either City ordinance or State
law. The Consultant hereby certifies that it does not now have nor shall it acquire any
financial or business interest that would conflict with the performance of services under this
Agreement. The Consultant hereby certifies that the Consultant or subconsultant and any
firm affiliated with the Consultant or subconsultant that bids on any construction contract or
on any Agreement to provide construction inspection for any construction project resulting
from this Agreement, has established necessary controls to ensure a conflict of interest
does not exist. An affiliated firm is one, which is subject to the control of the same persons,
through joint ownership or otherwise.
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.
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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
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.
10.8 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.
10.9 Contract Administration. This Agreement shall be administered by Eunejune Kim, City
Engineer/Public Works Director ("Contract Administrator"). All correspondence shall be
directed to or through the Contract Administrator or his or her designee. Further, the
Contract Administrator has authority to approve Task Orders under this Agreement.
10.10 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
City
NOTICES INVOICES
City Clerk Engineering
City of South San Francisco City of South San Francisco
400 Grand Avenue 315 Maple Ave
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City of South San Francisco and On Call Consultant Page 17 of 18
South San Francisco, CA 94080 South San Francisco, CA 94080
10.11 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
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.
10.12 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B, C, D, E, and F 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.
Exhibit A Scope of Services
Exhibit B Task Order
Exhibit C Compensation Schedule
Exhibit D Reimbursable Expenses
Exhibit E Public Works Requirements
Exhibit F Form 590
10.13 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.
10.14 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.
10.15 No Third Party Beneficiaries. This Agreement is made solely for the benefit of the
Parties hereto with no intent to benefit any non-signatory third parties.
The Parties have executed this Agreement as of the Effective Date.
CITY OF SOUTH SAN FRANCISCO CONSULTANT
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Mike Futrell, City Manager [NAME, TITLE]
Attest:
Rosa Acosta, City Clerk
Approved as to Form:
City Attorney
Consulting Services Agreement between (DATE)
City of South San Francisco and On Call Consultant-Exhibit A- Page 1 of 1
EXHIBIT A
SCOPE OF SERVICES
Consulting Services Agreement between (DATE)
City of South San Francisco and On Call Consultant-Exhibit B- Page 1 of 1
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,
Matthew Ruble, PE
Principal Engineer
Attachment:
COPY OF PROPOSAL dated DATE
Consulting Services Agreement between (DATE)
City of South San Francisco and On Call Consultant -Exhibit C - Page 1 of 2
EXHIBIT C
COMPENSATION SCHEDULE
Consulting Services Agreement between (DATE)
City of South San Francisco and On Call Consultant-Exhibit D - Page 1 of 1
EXHIBIT D
REIMBURSABLE EXPENSES
Reimbursable Expenses. The following constitute reimbursable expenses authorized by this Agreement:
mileage, parking, tolls, printing, out of area travel, conference calls, postage, express mail, and delivery.
Reimbursable expense shall be attached by the Consultant for approval by the City and shall not exceed
One Thousand Dollars ($1,000). Reimbursable expenses are included in the total amount of
compensation provided under this Agreement that shall not be exceeded.
Consulting Services Agreement between (DATE)
City of South San Francisco and On Call Consultant -Exhibit E - Page 1 of 2
EXHIBIT E
PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS
I. HOURS OF WORK:
A. In accordance with California Labor Code Section 1810, eight (8) hours of labor in performance of
the services described in Exhibit A shall constitute a legal day’s work under this contract.
B. In accordance with California Labor Code Section 1811, the time of service of any worker
employed in performance of the services described in Exhibit A is limited to eight (8) hours during
any one (1) calendar day, and forty (40) hours during any one calendar week, except in
accordance with California Labor Code Section 1815, which provides that work in excess of eight
8) hours during any one (1) calendar day and forty (40) hours during any one calendar week is
permitted upon compensation for all hours worked in excess of eight (8) hours during any one (1)
calendar day and forty (40) hours during any one (1) calendar week at not less than one-and-
one-half (1.5) times the basic rate of pay.
C. The Consultant and its subcontractors shall forfeit as a penalty to the City twenty five dollars
25) for each worker employed in the performance of the services described in Exhibit A for
each calendar day during which the worker is required or permitted to work more than eight (8)
hours in any one (1) calendar day, or more than forty (40) hours in any one (1) calendar week, in
violation of the provisions of California Labor Code Section 1810, et seq..
II. WAGES:
A. In accordance with California Labor Code Section 1773.2, the Contractor and any subcontractors
shall pay not less than the general prevailing wages for each craft or type of work needed for
completion of the services described in Exhibit A, as published by the State of California
Department of Industrial Relations, Division of Labor Statistics and Research. A copy of this
publication is on file in the City Public Works Office and shall be made available on request.
B. Pursuant to Labor Code Section 1775, Contractor may be subject to a penalty of up to two
hundred dollars ($200) per day for each worker engaged in the performance of the services
described in Exhibit A that the Consultant or any subcontractor pays less than the specified
prevailing wage. The Consultant or subcontractor shall also pay the difference between the
prevailing wage rates and the amount paid to each worker for each calendar day or portion
thereof for which each worker was paid less than the prevailing wage rate.
C. Consultant shall comply with all of the following requirements:
1. contracts between the Consultant and the subcontractor for the performance of part of
the services described in Exhibit A shall include a copy of the provisions of California
Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815.
Consulting Services Agreement between (DATE)
City of South San Francisco and On Call Consultant -Exhibit E - Page 2 of 2
2. The Consultant shall monitor payment of the specified general prevailing rate of per diem
wages by the subcontractor by periodic review of the subcontractor’s certified payroll
records.
3. Upon becoming aware of a subcontractor’s failure to pay the specified prevailing rate of
wages, the Consultant shall diligently take corrective action to halt or rectify the failure,
including, but not limited to, retaining sufficient funds due the subcontractor for
performance of the services described in Exhibit A.
4. Prior to making final payment to the subcontractor, the Consultant shall obtain an
affidavit signed under penalty of perjury from the subcontractor that the subcontractor
has paid the specified general prevailing rate of per diem wages for employees engaged
in the performance of the services described in Exhibit A and any amounts due pursuant
to California Labor Code Section 1813.
D. In accordance with California Labor Code Section 1776, the Consultant and each subcontractor
engaged in performance of the services described in Exhibit A shall keep accurate payroll
records showing the name, address, social security number, work, straight time and overtime
hours worked each day and week, and the actual per diem wages paid to each journeyman,
apprentice, worker, or other employee employed in performance of the services described in
Exhibit A. Each payroll record shall contain or be verified by a written declaration that it is made
under penalty of perjury, stating both of the following:
1. The information contained in the payroll record is true and correct.
2. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for
any work performed by the employer’s employees on the public works project.
The payroll records required pursuant to California Labor Code Section 1776 shall be certified
and shall be available for inspection by the City and its authorized representatives, the Division of
Labor Standards Enforcement, the Division of Apprenticeship Standards of the Department of
Industrial Relations and shall otherwise be available for inspection in accordance with California
Labor Code Section 1776.
E. In accordance with California Labor Code Section 1777.5, the Consultant, on behalf of the
Consultant and any subcontractors engaged in performance of the services described in Exhibit
A, shall be responsible for ensuring compliance with California Labor Code Section 1777.5
governing employment and payment of apprentices on public works contracts.
Consulting Services Agreement between (DATE)
City of South San Francisco and On Call Consultant-Exhibit F - Page 1 of 1
EXHIBIT F
FORM 590
3478989.1