Agenda packet — San Mateo City Council, August 21, 2023 (part 2 of 3)

AGREEMENT WITH CELLEBRITE, INC. FOR SOFTWARE AS

A SERVICE
This Agreement made and entered into this________ day of ________, 2023 by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California ("CITY"), and CELLEBRITE, INC., ("CONTRACTOR"), whose address is 7 Campus Drive, Suite 210, Parsippany, NJ 07054.

RECITALS:

A. CITY desires certain software from CONTRACTOR, including selected add-ons and plug-ins (the “Service”) service hereinafter described.

B. CITY desires to engage CONTRACTOR to provide this Software as a Service Agreement (“SAAS”) by reason of its qualifications and experience for performing such services and CONTRACTOR has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, IT IS AGREED as follows:

SECTION 1 - SCOPE OF SERVICES
The scope of services to be performed by CONTRACTOR under this Agreement is as described in Exhibit A to this Agreement, which is attached to and made a part of this Agreement.

SECTION 2 - DUTIES OF CONTRACTOR
CONTRACTOR shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by CONTRACTOR under this Agreement. CONTRACTOR shall, without additional compensation, correct or revise any errors or deficiencies in its work.

CONTRACTOR represents that it is qualified to furnish the services described under this Agreement.

CONTRACTOR shall be responsible for employing or engaging all persons necessary to perform the services of CONTRACTOR.

CONTRACTOR will provide real-time information to enable CITY to monitor CITY compliance with the state Public Records Act.

CONTRACTOR will provide the Purchased Services only in accordance with applicable laws and government regulations.

During the period of the CITY subscription CONTRACTOR will not override, change or destroy any archived copy except in connection with migrating the archive to another storage device and, then, only after a copy has been placed on the storage device to which the archive is being migrated.

SECTION 3 - DUTIES OF CITY
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CITY shall provide pertinent information regarding its requirements for the project.

CITY shall examine documents submitted by CONTRACTOR and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONTRACTOR'S work.

SECTION 4 – TERM
CONTRACTOR will deliver technical support, assistance, maintenance and similar support on the Program relating to technical issues outside the Customer´s own IT environment (second and third level support).

The Service to be performed under this Agreement shall take effect on the date of the acceptance of this SAAS by the Customer and runs until terminated in accordance with the terms in this SAAS.

SECTION 5 - PAYMENT
The CITY agrees to make annual payments in the amount of $91,261.90 USD to CONTRACTOR for services provided between August 31, 2023 and August 1, 2028, for a total amount not to exceed $456,309.48.

In consideration for the full performance of the services set forth in Exhibit A, CITY agrees to pay CONTRACTOR the Pricing and Payment Terms agreed upon directly between the CITY and the CONTRACTOR or in the event of direct sales from CONTRACTOR to Customer, by CONTRACTOR.

SECTION 6 - TERMINATION
Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminate this Agreement or suspend work under this Agreement for any reason, upon ten (10) days' written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement upon receipt of said written notice.

Upon termination and upon CITY's payment of the amount required to be paid, documents become the property of CITY, and CONTRACTOR shall transfer them to CITY upon request without additional compensation.

SECTION 7 - OWNERSHIP OF DOCUMENTS
All documents prepared by CONTRACTOR in the performance of this Agreement are and shall be the property of CITY, whether the project for which they are made is executed or not.

SECTION 8 - CONFIDENTIALITY
All reports and documents prepared by CONTRACTOR in connection with the performance of this SAAS are confidential until released by CITY to the public. CONTRACTOR shall not make any such documents or information available to any individual or organization not employed by CONTRACTOR or CITY without the written consent of CITY before any such release.
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SECTION 10 - CONTRACTOR'S STATUS
It is expressly agreed that in the performance of the services required under this Agreement, CONTRACTOR shall at all times be considered an independent contractor as defined in Labor Code Section 3353, under control of the CITY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONTRACTOR an agent or employee of CITY while providing services under this Agreement.

SECTION 11 – INDEMNITY
CONTRACTOR agrees to hold harmless and indemnify CITY, its elected and appointed officials, employees, and agents, from and against any and all claims arising out of CONTRACTOR’s performance of this Agreement. This duty to indemnify excludes claims arising out of 1) CITY’s sole negligence or willful misconduct or 2) third party acts or omissions.

With regards to intellectual property rights, contractor shall defend city against any claim, demand, suit, or proceeding (“claim”) made or brought against city by a third party alleging that the use of the services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify city for any damages finally awarded against, and for reasonable attorney’s fees incurred by, city in connection with any such claim; provided, that city(a) promptly give contractor written notice of the claim; (b) give contractor sole control of the defense and settlement of the claim (provided that contractor may not settle any claim unless the settlement unconditionally releases city of all liability); and (c) provide to us all reasonable assistance, at our expense.

CONTRACTOR’S entire liability and CITY’s exclusive remedies against CONTRACTOR for any damages caused by any product or software defect or failure, or arising from the performance or non-performance of any obligation under the Agreement, regardless of the form of action, whether in contract, tort including negligence, strict liability or otherwise shall be:
i. For bodily injury or death to any person proximately caused by CONTRACTOR, CITY’s direct damages; and
ii. For all other claims, CONTRACTOR’s liability shall be limited to direct damages that are proven, in an amount not to exceed the total amount paid by CITY to CONTRACTOR during the twelve (12) month period that immediately preceded the event that gave rise to the applicable claim. 279 of 653
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IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR

REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES

HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

SECTION 12 - INSURANCE
CONTRACTOR shall procure and maintain for the duration of the contract the insurance specified in Exhibit B to this Agreement
SECTION 13 - NONASSIGNABILITY
Both parties hereto recognize that this Agreement is for the services of CONTRACTOR and cannot be transferred, assigned, or subcontracted by CONTRACTOR without the prior written consent of CITY. Such consent shall not be unreasonably withheld.

SECTION 15 - WAIVERS
The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.

SECTION 16 - COSTS AND ATTORNEY FEES
Attorney fees in total amount not exceeding $2000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $2000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this provision that neither party shall have to pay the other more than $2000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement. 280 of 653
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SECTION 17 - NON-DISCRIMINATION
CONTRACTOR warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither CONTRACTOR nor any of its subcontractors shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.

SECTION 18 - MEDIATION
Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association, the State Mediation and Conciliation Service, or other agreed-upon service. The mediator shall be selected by a blind draw.

SECTION 19 - LITIGATION
CONTRACTOR shall testify at CITY's request if litigation is brought against CITY in connection with CONTRACTOR's services under this Agreement. Unless the action is brought by CONTRACTOR, or is based upon CONTRACTOR's wrongdoing, CITY shall compensate CONTRACTOR for preparation for testimony, testimony, and travel at CONTRACTOR's standard hourly rates at the time of actual testimony.

SECTION 20 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To CITY: City of San Mateo
Ed Barberini, Chief of Police
200 Franklin Parkway
San Mateo, CA 94403
To CONTRACTOR: Cellebrite, Inc.

Zach Cohen
Vice President of SLED
7 Campus Drive, Suite 210,
Parsippany, NJ 07054
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SECTION 21 - AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENT This document represents the entire and integrated agreement between CITY and CONTRACTOR and supersedes all prior negotiations, representations, and agreements, either written or oral.

This document may be amended only by written instrument, signed by both CITY and CONTRACTOR.

SECTION 22 - GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.

SECTION 23 – OPERATING STABILITY
The CONTRACTOR’S obligation for operating stability is as set out in Exhibit A.

The CONTRACTOR strives for the best operational stability possible, but is not responsible for breakdowns or malfunctions, including operational malfunctions caused by factors beyond CONTRACTOR's control, unless accepted in Exhibit A.

SECTION 24 - PROPRIETARY RIGHTS
Reservation of Rights. Subject to the limited rights expressly granted hereunder, CONTRACTOR reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to CITY hereunder other than as expressly set forth herein.

Restrictions. CITY shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, create derivate works based on the Services, (ii) copy, frame or mirror any part or content of the Services, other than copying or framing on CITY own intranets or otherwise for CITY own internal business purposes, (iii) reverse engineer the Services, or (iv) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

Ownership of Your Data. As between CONTRACTOR and CITY, CITY exclusively own all rights, title and interest in and to all of CITY Data
Suggestions. CONTRACTOR shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by CITY, relating to the operation of the Services.

SECTION 25- WARRANTIES AND DISCLAIMERS
CONTRACTOR Warranties. CONTRACTOR represent, warrant and covenant that the Services (and any parts and materials thereof) will (i) be delivered by competent personnel in a professional and workmanlike manner, according to prevailing industry standards; (ii) be of good material and workmanship; (iii) be fit and sufficient for the purpose(s) for which they were purchased; (iv) be performed in compliance with the 282 of 653
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requirements of all applicable laws and regulations; (v) not and do not infringe or misappropriate any United States or foreign patent, trademark, trade secret, copyright or any other proprietary, intellectual property, industrial property, or contract right held by any third party; (vi) will comply with all applicable foreign, federal, state or local statutes, laws and regulations governing advertising, data collection, privacy, security and other business practices; (vii) will not otherwise expose either party to criminal or civil liability, and (viii) materially conform with the specifications (if any) set forth in the description of the Services and be consistent with any samples of Services provided. CONTRACTOR represent, warrant, and covenant to CITY that: (i) CONTRACTOR performance under this Agreement shall at all times conform to prevailing professional and ethical standards; (ii) due care and commercially reasonable efforts shall be utilized by CONTRACTOR in the performance of this Agreement; and (iii) CONTRACTOR is under no obligation or restriction that would conflict with CONTRACTOR providing the Services. For any breach of either such warranty, CITY exclusive remedy shall be as provided in Section 6 (Termination for Cause).

Mutual Warranties. Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) will not intentionally transmit to the other party any Malicious Code. Each party will utilize reasonable efforts to detect and remove Malicious Code from any materials subject to this Agreement by using virus scanning or other similar tools and techniques.

Disclaimer. Except as expressly provided herein, neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.
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IN WITNESS WHEREOF, CITY OF SAN MATEO and CONTRACTOR have executed this Agreement the day and year first above written.

CITY OF SAN MATEO CONTRACTOR
Ed Barberini
Chief of Police
Date Marque Teegardin, President
Its Authorized Agent
If a Corporation, can be either 1)
President or 2) Vice President plus
an additional corporate officer (i.e.,
Secretary, Treasurer) who shall sign
below.

Date

APPROVED AS TO FORM
Bahar Abdollahi
Assistant City Attorney
Date
Attachments:

Exhibit A: Scope of Services & Payment Rates
Exhibit B: Insurance Requirements
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EXHIBIT A

SCOPE OF SERVICES & PAYMENT RATES
CONTRACTOR will provide the services described
below:

1. Product: Cellebrite Premium Software together with the hardware on which it might be preinstalled on by Cellebrite.

2. Services: During the License Term, the Licensee shall be entitled to receive from Cellebrite certain services under which Cellebrite shall use its best efforts to reveal the user lock passcode and extract the data from certain supported mobile devices (the “Device(s)”) provided by the Customer (the “CAS Services”).

The Licensee shall be entitled to receive such number of Instances of Services as set forth in the Quote attached hereto as Annex A. The parties acknowledge and agree that any unused Instance of Services, whether due to non-consummation or due to failure to achieve a Successful Completion, is nonrefundable and not renewable. 285 of 653
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ANNEX A
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EXHIBIT B

INSURANCE REQUIREMENTS

MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): covering CGL on an “occurrence” basis, including productscompleted operations, personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: not applicable. No vehicles will be used in the delivery of Services.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The CITY, its elected and appointed officials, employees, and agents are to be covered as insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CONTRACTOR including materials, parts or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to the CONTRACTOR’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this contract, the CONTRACTOR’s insurance coverage shall be primary insurance as respects the CITY, its elected and appointed officials, employees, and agents. Any insurance or self- insurance maintained by the CITY, its elected and appointed officials, employees, or agents shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.

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Waiver of Subrogation
CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the CITY.

Verification of Coverage
Upon request CONTRACTOR shall furnish the CITY with original certificates and amendatory endorsements effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the CITY before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONTRACTOR’s obligation to provide them. The CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
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CITY OF SAN MATEO

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 15 Section Name: CONSENT CALENDAR Account Number: 10-5141 File ID: 23-7753 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Police Department
MEETING DATE: August 21, 2023
SUBJECT:

Traffic Safety Public Service Announcements – Agreements and Appropriation RECOMMENDATION:

Adopt a Resolution to appropriate $110,840 to the Police Department’s fiscal year 2023-2024 operating budget; approve an agreement with Mr. Badly Productions for creation of public service announcement videos related to pedestrian safety and distracted driving in the amount of $110,840; approve an agreement with the County of San Mateo for reimbursement in the amount of $110,840 for creation of the public service announcements; and authorize the Chief of Police to execute the agreements in substantially the form presented.

BACKGROUND:

The San Mateo Police Department prides itself on operating one of the most robust Traffic Units in San Mateo County, with the primary goal of ensuring the safety of motorists and pedestrians. Recently, the San Mateo County Board of Supervisors approved a one-time issuance of funding to the San Mateo Police Department for the purpose of creating public service announcement (PSA) videos related to safety and distracted driving. The intent of the videos is to reduce traffic related crashes due to excessive speeding and distracted driving.

Stanley Roberts is an independent journalist and videographer whose award-winning viral video segments have been on television for two decades in the San Francisco Bay Area. His company, Mr. Badly Productions, submitted a proposal to create the desired traffic-safety public service announcement videos. The videos will contain messaging that will be concise and easy to understand so that drivers and pedestrians adopt safe practices. The scope of work includes production of seven (7) unique public service announcement videos in six (6) different languages: English, Spanish, Traditional Chinese, Tagalog, Samoan and Tongan. The PSAs will cover topics including:
• Pedestrian Safety Focused on Pedestrians
• Pedestrian Safety Focused on Drivers
• School Zones Focused on Drivers
• Senior Zones Focused on Drivers
• Residential Zones Focused on Drivers
• Pedestrian Safety Focused on School-Aged Children Pedestrians • Distracted Driving
Contracting with Stanley Roberts to produce these PSAs will ensure the resultant videos will be both educational and entertaining resources. The costs will be fully offset by funding from the County, which will be reimbursed to the City upon completion of the work.

We are grateful that the County of San Mateo has recognized the tremendous work performed by our Traffic Unit and 289 of 653

CITY OF SAN MATEO
believe this project presents a unique opportunity to raise awareness about traffic and pedestrian safety.

BUDGET IMPACT:

The cost associated with this contract were not included in the adopted FY23/24 budget. Council approval is requested to appropriate $118,840 to the Police Department operating budget to cover the contractual costs to produce the PSAs. The cost will be entirely reimbursed by the County of San Mateo, resulting in no net impact to the General Fund.

ENVIRONMENTAL DETERMINATION:

This action is not a project subject to CEQA, because it can be seen with certainty that it will not cause a physical change in the environment. (Public Resources Code Section 21065.)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – Proposed Resolution
Att 2 – Agreement with Mr. Badly Productions
Att 3 – Agreement with County of San Mateo

STAFF CONTACT
Ed Barberini, Chief of Police
[email protected]
(650) 522-7600
Tricia Toomey, Business Manager
[email protected]
(650) 522-7623
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CITY OF SAN MATEO
RESOLUTION NO. ____ (2023)
APPROVING ADDITIONAL APPROPRIATION TO THE POLICE DEPARTMENT IN THE 2023-24 BUDGET

FOR TRAFFIC SAFETY PUBLIC SERVICE ANNOUNCEMENTS
WHEREAS, the San Mateo County Board of Supervisors has approved a one-time issuance of funding to the San Mateo Police Department for the purpose of creating public service announcement videos related to traffic safety and distracted driving; and
WHEREAS, staff will contract with a professional vendor, Mr. Badly Productions, to prepare the public service announcement videos; and
WHEREAS, the County of San Mateo will reimburse the City of San Mateo for expenditures related to the creation of the public service announcements in an amount not to exceed $110,840; and WHEREAS, a supplemental budget appropriation of $110,840 from the General Fund to the Police Department’s Fiscal Year 2023-2024 operating budget is necessary to fund provision of these services; and WHEREAS, the impact of amending the operating budget will be fully offset by reimbursement revenues, resulting in no net impact to the general fund; and
WHEREAS, Section 5.13(a) of the City Charter requires City Council approval by resolution for supplemental appropriations to the City’s budget.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN MATEO, CALIFORNIA, HEREBY RESOLVES that:

1. This action is not a project subject to CEQA, because it can be seen with certainty that it will not cause a physical change in the environment (Public Resources Code Section 21065.)

2. A budget appropriation for fiscal year 2023-2024 is approved in the amount of $110,840 (Cost Center: Support Services/Professional Services) for the Police Department. 291 of 653
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AGREEMENT WITH MR BADLY PRODUCTIONS FOR

VIDEO PRODUCTION SERVICES FOR

TRAFFIC SAFETY PUBLIC SERVICE ANNOUNCEMENTS
This Agreement, made and entered into this _______day of____________________, 2023 by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California ("CITY"), and MR BADLY PRODUCTIONS a limited liability company ("CONTRACTOR"), whose address is 1309 Coffeen Avenue, Ste 1200, Sheridan, WY, 82801.

RECITALS:

A. CITY desires certain video production services hereinafter described.

B. CITY desires to engage CONTRACTOR to provide these video production services by reason of its qualifications and experience for performing such services and CONTRACTOR has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, IT IS AGREED as follows:

SECTION 1 - SCOPE OF SERVICES
.

The scope of services to be performed by CONTRACTOR under this Agreement is as described in Exhibit A to this Agreement, which is attached and incorporated by reference.

CONTRACTOR represents that it is qualified to furnish the services described under this Agreement.

CONTRACTOR shall be responsible for employing or engaging all persons necessary to perform the services of CONTRACTOR.

CONTRACTOR agrees to comply with the City’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.

SECTION 3 - DUTIES OF CITY
CITY shall provide pertinent information regarding its requirements for the project.

CITY shall examine documents submitted by CONTRACTOR and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONTRACTOR'S work. 292 of 653
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SECTION 4 - TERM
The services to be performed under this Agreement shall commence on or around August 21, 2023 and be completed on October 31, 2023.

SECTION 5 - PAYMENT
Payment shall be made by CITY only for services rendered and upon submission of a payment request upon completion and CITY approval of the work performed. In consideration for the full performance of the services set forth in Exhibit A, CITY agrees to pay CONTRACTOR a fee in an amount not to exceed $110,840, pursuant to rates stated in Exhibit B, attached and incorporated by reference.

Upon receipt of an invoice, a deposit of sixty percent (60%) of project costs will be advanced upon the execution of the contract to offset startup costs. This advance will be credited on subsequent invoices.

SECTION 6 - TERMINATION
Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminate this Agreement or suspend work on the Project for any reason, upon ten (10) days' written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement upon receipt of said written notice.

SECTION 8 - CONFIDENTIALITY
All reports and documents prepared by CONTRACTOR in connection with the performance of this Agreement are confidential until released by CITY to the public. CONTRACTOR shall not make any such documents or information available to any individual or organization not employed by CONTRACTOR or CITY without the written consent of CITY before any such release.

SECTION 9 - INTEREST OF CONTRACTOR
CONTRACTOR covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement.
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SECTION 10 - CONTRACTOR'S STATUS
It is expressly agreed that in the performance of the services required under this Agreement, CONTRACTOR shall at all times be considered an independent contractor as defined in Labor Code Section 3353, under control of the CITY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONTRACTOR an agent or employee of CITY while providing services under this Agreement.

SECTION 11 - INDEMNITY
CONTRACTOR agrees to hold harmless and indemnify CITY, its elected and appointed officials, employees, and agents from and against any and all claims, loss, liability, damage, and expense arising out of CONTRACTOR’s performance of this Agreement, except for those claims arising out of CITY’s sole negligence or willful misconduct. CONTRACTOR agrees to defend City, its elected and appointed officials, employees, and agents against any such claims. The CONTRACTOR’S duty to indemnify shall survive expiration or early termination of this Agreement.

SECTION 12 - INSURANCE
Contractor shall procure and maintain for the duration of the contract the insurance specified in Exhibit C to this Agreement
SECTION 13 - NONASSIGNABILITY
Both parties hereto recognize that this Agreement is for the personal services of CONTRACTOR and cannot be transferred, assigned, or subcontracted by CONTRACTOR without the prior written consent of CITY.

SECTION 14 - RELIANCE UPON SKILL OF CONTRACTOR
It is mutually understood and agreed by and between the parties hereto that CONTRACTOR is skilled in the performance of the work agreed to be done under this Agreement and that CITY relies upon the skill of CONTRACTOR to do and perform the work in the most skillful manner, and CONTRACTOR agrees to thus perform the work. The acceptance of CONTRACTOR's work by CITY does not operate as a release of CONTRACTOR from said obligation. 294 of 653
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SECTION 15 - WAIVERS
The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.

SECTION 16 - COSTS AND ATTORNEY FEES
Attorney fees in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this provision that neither party shall have to pay the other more than $5000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement.

The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties. 295 of 653
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SECTION 19 - LITIGATION
CONTRACTOR shall testify at CITY's request if litigation is brought against CITY in connection with CONTRACTOR's services under this Agreement. Unless the action is brought by CONTRACTOR, or is based upon CONTRACTOR's wrongdoing, CITY shall compensate CONTRACTOR for preparation for testimony, testimony, and travel at CONTRACTOR's standard hourly rates at the time of actual testimony.

SECTION 20 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To CITY: Ed Barberini, Chief of Police
City of San Mateo
200 Franklin Parkway
San Mateo, CA 94402
To CONTRACTOR: Mr Badly Productions LLC
Attn: Stanley Roberts
1309 Coffeen Avenue Ste 1200,
Sheridan, WY, 82801
SECTION 21 - AGREEMENT CONTAINS ALL
UNDERSTANDINGS; AMENDMENT
This document represents the entire and integrated agreement between CITY and CONTRACTOR and supersedes all prior negotiations, representations, and agreements, either written or oral.

This document may be amended only by written instrument, signed by both CITY and CONTRACTOR.

SECTION 22 - GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, CITY OF SAN MATEO and MR BADLY PRODUCTIONS have executed this Agreement the day and year first above written.

CITY OF SAN MATEO CONTRACTOR
Ed Barberini
Chief of Police
Date Stanley Roberts
President
Date

APPROVED AS TO FORM
Bahar Abdollahi
Assistant City Attorney
Date
Attachments:

Exhibit A: Scope of Services
Exhibit B: Payment Rates
Exhibit C: Insurance Requirements
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EXHIBIT A

SCOPE OF SERVICES
Contractor shall produce seven (7) unique public service announcements in six (6) different languages (English, Spanish, Traditional Chinese, Tagalog, Samoan, and Tongan), related to pedestrian safety and distracted driving.

These 42 separate public service announcement videos will include graphics in multiple languages, which will be translated and to which voiceovers will be added. The topics covered will include:
1) Pedestrian Safety focused on pedestrians (example: crossing intersections) 2) Pedestrian Safety focused on drivers (example: HAWK lights) 3) School Zones focused on drivers
4) Senior Zones focused on drivers
5) Residential Zones focused on drivers
6) Pedestrian Safety focused on school-aged children pedestrians 7) Distracted Driving
Each PSA will be up to 1 minute in increments of either :30 :45 or 1:00 298 of 653
Contract for Services Page 8 of 10
Rev 12/22

EXHIBIT B

PAYMENT RATES
In no event shall the City’s fiscal obligation under this agreement exceed $110,840. 299 of 653
Contract for Services Page 9 of 10
Rev 12/22

EXHIBIT C

INSURANCE REQUIREMENTS

MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an “occurrence” basis, including products-completed operations, personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

If the contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its elected and appointed officials, employees, and agents are to be covered as insureds on the auto policy for liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary insurance as respects the City, its elected and appointed officials, employees, and agents. Any insurance or selfinsurance maintained by the City, its elected and appointed officials, employees, or agents shall be excess of the Contractor’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except after thirty (30) days’ prior written notice (10 days for non-payment) has been given to the City. 300 of 653
Contract for Services Page 10 of 10
Rev 12/22
Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 301 of 653
Agreement No. __________ Board Resolution No. ________

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MEASURE K GRANT AGREEMENT

BETWEEN THE COUNTY OF SAN MATEO AND CITY OF SAN MATEO
This Agreement is entered into this 13th day of June, 2023 by and between the County of San Mateo, a political subdivision of the state of California, hereinafter called “County,” and City of San Mateo, hereinafter called “Grantee.”
* * *
WHEREAS, the Grantee has applied to the County seeking a grant for the purpose of funding the matters set forth in its Project described in Exhibit A (the “Grant”); WHEREAS, the County has approved the grant of certain funds to Grantee pursuant to the terms set forth in this Agreement;
NOW, THEREFORE, it is agreed by the parties to this Agreement as follows:

1. Exhibits and Attachments
The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:

Exhibit A—Project Description
Exhibit B—Reporting and Invoicing

2. Grant
County hereby grants to Grantee a sum not to exceed One Hundred Ten Thousand, Eight Hundred Forty Dollars and Zero Cents ($110,840) in consideration of and on the condition that the sum be expended for the sole purpose of carrying out the objectives of Grantee’s Project as identified in Exhibit A, and in no event shall the County’s total fiscal obligation under this Agreement exceed this amount. Grantee agrees to assume any obligation to secure and furnish any additional funds that may be necessary to carry out its Project.

Funds granted under this Agreement shall not be disbursed until execution of this Agreement by County and Grantee.

County shall disburse grant funds to Grantee 30 calendar days after receipt of a satisfactory invoice.

Invoices should be accompanied by back up documentation (e.g., receipts for professional services rendered, salary and benefits back up, etc.) and submittal of any required summary reports outlined in Exhibits A or B. The County reserves the right to change the disbursement method during the term of this Agreement.

The disbursement schedule is as follows:
 Payment 1- Invoice for up to 50% of the grant ($55,420), upon submission of receipts/invoices showing expenditures on items funded by the grant.  Payment 2- Invoice for remainder of the grant ($55,420), upon submission of receipts/invoices showing expenditures on items funded by the grant, including photographs and use of Measure K logo as approved by the County.

INVOICES: Requests for grant disbursement should be (1) on the organization’s official letterhead, (2) include date of invoice, amount requested, and Agreement number, and (3) submitted to the attention of:

County Executive’s Office
Cristal Pepin, Accountant II
400 County Center, 1st Floor
079693
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Agreement No. __________ Board Resolution No. ________

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Redwood City, CA 94063
Email: [email protected]
Phone: (650) 363-4170

3. Term & Termination
Subject to compliance with all terms and conditions, the term of this Agreement shall begin June 13, 2023 and continue through October 31, 2023. This Agreement will not automatically renew, nor shall it create any reliance on the possibility of future grants.

County may terminate this Agreement based upon the unavailability of Federal, State, or County funds by providing written notice to Grantee within a reasonable time after County learns of said unavailability of funding. Grantee acknowledges that this Agreement may be subject to approval of the Board of Supervisors, and assumes all risk of possible non-appropriation and non-approval of funds.

County may suspend and/or terminate this Agreement if Grantee fails to comply with the terms of this Agreement and may, in its sole discretion, withhold or cancel pending and future disbursements of grant funds and/or require Grantee to return some or all funds disbursed under this Agreement.

4. Relationship of Parties
Notwithstanding any publicity or other references to the County required to be made in connection with the Project as set forth in Exhibit A, Grantee understands and agrees that the Project performed under this Agreement is not performed by Grantee as an independent contractor of the County or as an employee of County and that neither Grantee nor its employees acquire any of the rights, privileges, powers, or advantages of County contractors or County employees. Grantee acknowledges and agrees that it is not, and will not hold itself out as, an agent, partner, or co-venturer of the County, and that this Agreement is not intended to and does not create an agency, partnership, or joint venture between the Parties.

5. Project Administration
The Parties agree that the Project as described in Exhibit A shall not be altered without a written amendment to this Agreement, signed by both the County and the Grantee. Grantee shall provide written reports to the County’s authorized representative in accordance with Exhibit B.

6. Hold Harmless
Grantee shall indemnify and save harmless County and its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description resulting from this Agreement, the performance of any work or services performed of Grantee in furtherance of the Project under this Agreement, or payments made pursuant to this Agreement brought for, or on account of, any of the following:
(A) injuries to or death of any person, including Grantee or its employees/officers/agents/volunteers;
(B) damage to any property of any kind whatsoever and to whomsoever belonging; (C) any sanctions, penalties, or claims of damages resulting from Grantee’s failure to comply with any applicable federal, state, or local laws or regulations; or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of County and/or its officers, agents, employees, or servants. However, Grantee’s duty to indemnify and save harmless under this Section shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct.
079693
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Agreement No. __________ Board Resolution No. ________

Page 3 ends

The duty of Grantee to indemnify and save harmless as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

7. Insurance
a. General Requirements
Prior to its receipt of any funds pursuant to this Grant Agreement, Grantee shall obtain all insurance required under this Section and such insurance shall be subject to the approval by County’s Risk Management, and Grantee shall use diligence to obtain such insurance and to obtain such approval.

Grantee shall furnish County with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending Grantee’s coverage to include the contractual liability assumed by Grantee pursuant to this Agreement. These certificates shall specify or be endorsed to provide that thirty (30) days’ notice must be given, in writing, to County of any pending change in the limits of liability or of any cancellation or modification of the policy. b. Workers’ Compensation and Employer’s Liability Insurance Grantee shall have in effect during the entire term of this Agreement workers’ compensation and employer’s liability insurance providing full statutory coverage. In signing this Agreement, Grantee certifies, as required by Section 1861 of the California Labor Code, that (a) it is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code, and (b) it will comply with such provisions before commencing or continuing the performance of Project work for which it would receive grant funds.
c. Liability Insurance
Grantee shall take out and maintain during the term of this Agreement such bodily injury liability and property damage liability insurance as shall protect Grantee and all of its employees/officers/agents while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from Grantee’s operations under this Agreement, whether such operations be by Grantee, any subcontractor, anyone directly or indirectly employed by either of them, or an agent of either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall not be less than the amounts specified below:

X Comprehensive General Liability… $1,000,000
(Applies to all agreements)
☐ Motor Vehicle Liability Insurance… $1,000,000
(To be checked if motor vehicle used in performing services) ☐ Professional Liability………………. $1,000,000
(To be checked if Grantee is a licensed professional)
County and its officers, agents, employees, and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that (a) the insurance afforded thereby to County and its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy and (b) if the County or its officers, agents, employees, and servants have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.

In the event of the breach of any provision of this Section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, County, at its option, may, 079693
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Agreement No. __________ Board Resolution No. ________

Page 4 ends

notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend any further payment pursuant to this Agreement.

8. Assignability and Subcontracting
Grantee shall not assign this Agreement or any portion of it to a third party. Except as set forth in Exhibit A, Grantee shall not subcontract with a third party to perform the Project. Any such assignment or subcontract without County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement without penalty or advance notice and the County shall have the right to a refund of all funds disbursed under this Agreement.

9. Compliance With Laws
All services to be performed by Grantee in connection with the Project shall be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances, and regulations, including, but not limited to, any laws related to payment of prevailing wages pursuant to the California Labor Code. In connection with the Project, Grantee bears responsibility to obtain, at Grantee’s expense, any license, permit, or approval required from any agency.

10. Merger Clause; Amendments
This Agreement, including Exhibits, constitutes the sole Agreement of the parties regarding the Grant, and correctly states the rights, duties, and obligations of each party as of this document’s date. In the event that any term, condition, provision, requirement, or specification set forth in the body of this Agreement conflicts with or is inconsistent with any term, condition, provision, requirement, or specification in any Exhibit and/or Attachment to this Agreement, the provisions of the body of the Agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the parties concerning the Grant that are not expressly stated in this document are not binding. All subsequent modifications or amendments shall be in writing and signed by the parties.

11. Controlling Law; Venue
The validity of this Agreement and of its terms, the rights and duties of the parties under this Agreement, the interpretation of this Agreement, the performance of this Agreement, and any other dispute of any nature arising out of this Agreement shall be governed by the laws of the State of California without regard to its choice of law or conflict of law rules. Any dispute arising out of this Agreement shall be venued either in the San Mateo County Superior Court or in the United States District Court for the Northern District of California.

12. Notices
Any notice, request, demand, or other communication required or permitted under this Agreement shall be deemed to be properly given when both: (1) transmitted via email to the email address listed below; and (2) sent to the physical address listed below by either being deposited in the United States mail, postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number showing confirmation of receipt.

In the case of County, to: In the case of Grantee, to:

County Executive’s Office
Molly Villagomez, Administrative Assistant II
400 County Center, 1st Floor
Redwood City, CA 94063
Email: [email protected]
Phone: (650) 363-1810
City of San Mateo
San Mateo Police Department
Ed Barberini, Chief of Police
200 Franklin Pkwy.

San Mateo, CA 94403
Email: [email protected]
Phone: (650) 522-7600
079693
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Agreement No. __________ Board Resolution No. ________

Page 5 ends

13. Electronic Signature
Both County and Grantee wish to permit this Agreement and future documents relating to this Agreement to be digitally signed in accordance with California law and County’s Electronic Signature Administrative Memo. Any party to this Agreement may revoke such agreement to permit electronic signatures at any time in relation to all future documents by providing notice pursuant to this Agreement. 079693
306 of 653
Agreement No. __________ Board Resolution No. ________

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* * *
THIS AGREEMENT IS NOT VALID UNTIL SIGNED BY ALL PARTIES. NO FUNDS WILL BE DISTRIBUTED UNTIL THIS DOCUMENT HAS BEEN SIGNED BY THE COUNTY’S AUTHORIZED DESIGNEE.

For Grantee:

City of San Mateo
_____________________________
(signature)
Authorized Representative
Grantee
_____________________________
(please print name)
Authorized Representative
Grantee
_______________
Date
_____________________________
Name of Grantee
For County:
______________________________
(Signature)
Authorized Designee
County of San Mateo

ROBERTO MANCHIA
____________________________
(please print name)
Authorized Designee
County of San Mateo
______________
Date

CHIEF FINANCIAL OFFICER
______________________________
Job Title (please print)
80125-6265
______________________________
Budget Unit
BOSD5
______________________________
Measure K JL Code
6/13/2023
079693
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Agreement No. __________ Board Resolution No. ________

Page 7 ends

Exhibit A
The County and Grantee agree that the grant funds shall only be used to further the goals of the following Project, described below and in the June 13, 2023 Board transmittal and resolution, incorporated herein by reference:

Grantee shall produce 7 unique public service announcements in 6 different languages (English, Spanish, Traditional Chinese, Tagalog, Samoan, and Tongan), related to pedestrian safety and distracted driving.  These 42 separate public service announcement videos will include graphics in multiple languages, which will be translated and to which voiceovers will be added.

In no event shall the County’s fiscal obligation under this Agreement exceed $110,840. 079693
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Agreement No. __________ Board Resolution No. ________

Page 8 ends

Exhibit B
In accordance with the terms of this Grant Agreement, Grantee will provide, or cause to be provided the services for the Project detailed in Exhibit A and will report back to the County regarding various performance measures including, but not limited to, those noted below. Such reporting data shall be delivered to the County no later than October 31, 2023 In addition, Grantee agrees to provide descriptive information about the Project funded by the Measure K grant upon reasonable request of the County, including, but not limited to, the County Executive’s Office, the County Communications Officer, or the Supervisorial District Office.

Performance Measure Target
Produce 7 unique public service announcements in 6 different languages, related to pedestrian safety and distracted driving. Complete Payment will be made within 30 days of receipt of an adequate invoice by the County Executive’s Office, Accounting Unit. County shall have the right to withhold payment if County determines the quantity and/or quality of the work performed is unacceptable.

Grantee shall provide County with a written itemized invoice that allows the County to reconcile the work performed. Grantee shall provide a description of monthly expenses, evidence of work performed, or of costs incurred, including, but not limited to, performance measures, timesheets, activity logs, copies of bills, and/or packing slips.

Grantee shall include a written certification that the costs were actually incurred for the Project and that the supporting documentation is true, correct and complete.

All invoices shall include the agreement number, project location, dates of service and specified work completed.

Pursuant to Section 2 of the Grant Agreement, County’s total fiscal obligation shall not exceed $110,840.

Remit invoices to:

County Executive’s Office
Cristal Pepin, Accountant II
400 County Center, 1st Floor
Redwood City, CA 94063
Email: [email protected]
Phone: (650) 363-4170
079693
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CITY OF SAN MATEO

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 16 Section Name: CONSENT CALENDAR Account Number: 82-4681 File ID: 23-7744 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Public Works Department
MEETING DATE: August 21, 2023
SUBJECT:

Washington Park Basketball Court Improvements – Contract RECOMMENDATION:

Adopt a Resolution to approve an alternative purchasing procedure to award a construction contract to Angeles Contractor, Inc. for improvements to the basketball court at Washington Park in the amount of $252,916.84; establish a contingency reserve in the amount of $25,000; and authorize the Public Works Director to execute the contract in substantially the form presented and issue change orders within the contingency amount.

BACKGROUND:

Washington Park is a neighborhood park that serves the Shoreview community. It features a basketball court that is beyond the end of its useful life and due for replacement. The surface is made of composite material, which has collapsed in some areas and exposed cracks in others. Due to these safety concerns, the court is currently closed to the public.

The construction drawings for the improvements were developed by vanderToolen Associates, Inc. The scope of work involves replacing the entire basketball surface, leveling of the subsurface, and providing new poles, backboard, basketball net and benches. Additional scope includes re-leveling adjacent areas, providing a new drinking fountain, and other minor site improvements. The construction drawings were used as the basis for development of a fixed-price proposal utilizing a process called “job order contracting” (JOC). The JOC process includes a contract for a fixed term or maximum dollar value in which a contractor is selected based on a competitive bid to perform various and separate job orders in the future, during the life of the contract. The JOC contract serves as an "on call" contracting program that is procured through one umbrella or framework contract. The contract is competitively procured at the onset of the program using a unit price book (UPB), unit price list construction catalog, or custom list of construction prices as a basis for pricing in the procurement process. Each individual job order is then priced from that UPB and allows for rapid deployment of projects with a transparent pricing mechanism.

The JOC process is a competitive procurement method for construction services approved by the City Council by resolution on March 18, 2019, pursuant to San Mateo Municipal Code section 3.60.070(h)(3), which permits the use of procedures approved by the Council that are not set forth in the purchasing ordinance. Specifically, this process involves the development of a detailed project list, establishment of a firm price using a unit price book, and the selection of a prequalified construction contractor upon the City’s authorization to proceed.

In this case, a multi-step process was used to select Angeles Contractor, Inc. to perform the work, subject to Council approval. First, Sourcewell (formerly known as the National Joint Powers Alliance or NJPA) conducted a competitive proposal process to select The Gordian Group, Inc. (Gordian) to implement JOC on behalf of Sourcewell member agencies.

Second, Gordian competitively bids and administers the JOC process with the use of Gordian’s unit price book that will provide the best price to the City. This allows the City to complete required public improvements efficiently by eliminating 310 of 653

CITY OF SAN MATEO
the need to develop project specifications and eliminating solicitation of bids through a project-specific competitive bidding process. Here, Gordian used the JOC process to select Angeles Contractor, Inc., the low bidder and pre-qualified contractor selected to construct the improvement project.

With contract approval, the procurement of materials will begin in September 2023 with construction in the winter of 2023 and completion by the spring of 2024. Based on the above, staff recommends award of the contract to Angeles Contractor, Inc. because of their experience and availability to perform these construction services.

BUDGET IMPACT:

There is sufficient funding available in the Washington Park Basketball Court (46f020) project for the construction contract and contingency.

ENVIRONMENTAL DETERMINATION:

This project is categorically exempt from CEQA as an “existing facility,” because it consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. (CEQA Guidelines Section 15301.)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Proposed Resolution
Att 2 - Contract

STAFF CONTACT
Steve Wu, Project Manager II
[email protected]
(650) 522-7345
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CITY OF SAN MATEO
RESOLUTION NO. ____ (2023)

APPROVING AN ALTERNATIVE PURCHASING PROCEDURE TO AWARD A CONSTRUCTION CONTRACT TO ANGELES CONTRACTOR, INC. FOR THE BASKETBALL COURT IMPROVEMENTS AT WASHINGTON PARK WHEREAS, San Mateo Municipal Code Section 3.60.070(h)(3) authorizes the City Council to approve alternative purchasing procedures upon a finding that the alternative purchasing procedure is in the best interest of the City; and
WHEREAS, Sourcewell (formerly known as NJPA) has conducted competitive bidding processes to select Gordian, Inc. (Gordian) to implement Job Order Contracting on behalf of their member agencies; and WHEREAS, the Job Order Contracting process allows for an umbrella construction contract to cover various and separate job orders during the life of the contract, and is beneficial for renovation, remodeling, or alterations where many small project tasks will arise, but the timing, type, and quantity of work are unknown; and
WHEREAS, Sourcewell and Gordian have conducted competitive bidding to select contractors to perform Job Order Contracting based on Gordian’s Unit Price Book; and WHEREAS, unit price books provide fixed unit prices used for establishing budgets for contractor services at member agencies; and
WHEREAS, use of Gordian’s Unit Price Book and contract provides a competitive price to the City and allows the City to complete required public improvements efficiently by eliminating the need to develop project specifications or solicit bids for each minor project task; and WHEREAS, the City approved the Job Order Contracting as a competitive procurement method for construction services by resolution on March 18, 2019 upon findings that the Job Order Contracting process with Gordian is in the best interests of the City; and
WHEREAS, the Washington Park Basketball Court Improvement project is designed and documented to be priced using Gordian’s Unit Price Book; and
WHEREAS, Angeles Contractor, Inc. was selected based on their experience and availability to perform construction services using the Gordian’s Unit Price Book; and WHEREAS, based on these circumstances, staff has determined that this is the best price available because companies have submitted competitive bids.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN MATEO, CALIFORNIA, HEREBY FINDS AND RESOLVES that:
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1. In accordance with CEQA Guidelines Section 15301, this project is categorically exempt from CEQA as an “existing facility” in that it consists of the renovation of an existing building and involves negligible or no expansion of existing or former use.

2. The Job Order Contracting process, as approved by City Council on March 18, 2019, utilizing Gordian’s contract and Unit Price Book to award a construction contract to Angeles Contractor, Inc. is in the best interests of the City because it offers the best price to the City and allows the City to complete the shower remodels at Fire Stations 21 and 23 efficiently by eliminating the need to develop project specifications eliminating solicitation of bids through a project-specific competitive bidding process.

3. A construction contract is approved in the amount of $252,916.84 to Angeles Contractor, Inc. for the Basketball Court Improvements at Washington Park.

4. The Public Works Director is authorized to execute the contract on behalf of the City and issue change orders within the contingency amount.
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This document is a MODIFIED version of EJCDC® C-522, Copyright © 2016 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

Page 1 of 37 ends

CONTRACT FOR CONSTRUCTION
This Contract is by and between.

OWNER CONTRACTOR
The City of San Mateo
330 West 20th Street
San Mateo, California 94403
Angeles Contractor, Inc.
783 Phillips Drive
City of Industry, CA 91748
Owner and Contractor hereby agree as follows:

ARTICLE 1 - THE WORK

1.01 Work
A. Work includes all labor, materials, equipment, services, and documentation necessary to construct the Project defined herein. The Work may include related services such as testing, start-up, and commissioning, all as required by the Contract Documents.

B. The Contractor shall complete all Work as specified or indicated in the Contract Documents.

The Project is generally described as follows:

1. Washington Park Basketball Court Improvements which includes site barriers; demolition and disposal; grading, resurfacing; new accessories; fixtures; benches; painting; inspection; testing and closeout.

2. The Site of the Work includes designated work areas described in greater detail in the Contract Documents but generally located at 1768 Washington Street, San Mateo, CA 94403.

ARTICLE 2 - DEFINITIONS AND TERMINOLOGY

2.01 Defined Terms
A. Wherever used in the Bidding Requirements or Contract Documents, a term printed with initial capital letters, including the term’s singular and plural forms, will have the meaning indicated in the definitions below. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms.

1. Architect:
a. vanderToolen Associates, Inc., 855 Bordeaux Way, Suite 240, Napa, CA 94598.

2. Constituent of Concern—Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. (“CERCLA”); (b) the Hazardous Materials Transportation Act, 49 U.S.C. §§5501 et seq.; (c) the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. (“RCRA”); (d) the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; (e) the Clean Water Act, 33 U.S.C. §§1251 et seq.; (f) the Clean 314 of 653
This document is a MODIFIED version of EJCDC® C-522, Copyright © 2016 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

Page 2 of 37 ends

Air Act, 42 U.S.C. §§7401 et seq.; or (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material.

3. Engineer:
a. See Architect

4. Hazardous Environmental Condition— The presence at the Site of Constituents of Concern in such quantities or circumstances that may present a danger to persons or property exposed thereto. The presence at the Site of materials that are necessary for the execution of the Work, or that are to be incorporated in the Work, and that are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract, does not establish a Hazardous Environmental Condition.

5. Resident Project Representative - The authorized representative of Owner assigned to assist Owner at the Site. As used herein, the term Resident Project Representative or “RPR” includes any assistants or field staff of Resident Project Representative. The RPR for this project is:
a. Steve Wu, City of San Mateo

2.02 Terminology
A. The words and terms discussed in the following paragraphs are not defined but, when used in the Bidding Requirements or Contract Documents, have the indicated meaning.

B. Intent of Certain Terms or Adjectives:

1. The Contract Documents include the terms “as allowed,” “as approved,” “as ordered,” “as directed” or terms of like effect or import to authorize an exercise of professional judgment by Owner, Engineer, or Architect. In addition, the adjectives “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of Engineer as to the Work. It is intended that such exercise of professional judgment, action, or determination will be solely to evaluate, in general, the Work for compliance with the information in the Contract Documents and with the design concept of the Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective is not intended to and shall not be effective to assign to Engineer any duty or authority to supervise or direct the performance of the Work, or any duty or authority to undertake responsibility contrary to the provisions of any provision of the Contract Documents.

C. Day:

1. The word “day” means a calendar day of 24 hours measured from midnight to the next midnight.

D. Defective:

1. The word “defective,” when modifying the word “Work,” refers to Work that is unsatisfactory, faulty, or deficient in that it:
a. does not conform to the Contract Documents; or
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b. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or c. has been damaged prior to Engineer’s recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion.

E. Furnish, Install, Perform, Provide:

1. The word “furnish,” when used in connection with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition.

2. The word “install,” when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use.

3. The words “perform” or “provide,” when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use.

4. If the Contract Documents establish an obligation of Contractor with respect to specific services, materials, or equipment, but do not expressly use any of the four words “furnish,” “install,” “perform,” or “provide,” then Contractor shall furnish and install said services, materials, or equipment complete and ready for intended use.

F. Unless stated otherwise in the Contract Documents, words or phrases that have a wellknown technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning.

2.03 Contract Documents Defined
A. The Contract Documents consist of the following documents:

1. This Contract.

2. Performance bond.

3. Payment bond.

4. Exhibits to this Contract (enumerated as follows):
a. Exhibit A - Contractor’s Proposal
b. Exhibit B – Insurance Requirements for Construction Contracts.

5. National Joint Powers Alliance - Book 2: IQCC Standard Terms and Conditions and Contract General Conditions.

6. National Joint Powers Alliance - Book 3: Task Catalog.

7. National Joint Powers Alliance Book 4: Technical Specifications.

8. The following which may be delivered or issued on or after the Effective Date of the Contract:
a. Work Change Directives.
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b. Change Orders.
c. Field Orders.

ARTICLE 3 - CONTRACT DOCUMENTS

3.01 Intent of Contract Documents
A. It is the intent of the Contract Documents to describe a functionally complete project. The Contract Documents do not indicate or describe all the Work required to complete the Project. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Owner and RPR. This Contract supersedes prior negotiations, representations, and agreements, whether written or oral.

The Contract Documents are complementary; what is required by one part of the Contract Documents is as binding as if required by other parts of the Contract Documents.

B. During the performance of the Work and until final payment, Contractor and Owner shall submit all matters in question concerning the requirements of the Contract Documents or relating to the acceptability of the Work under the Contract Documents to the RPR. RPR will be the initial interpreter of the requirements of the Contract Documents, and judge of the acceptability of the Work thereunder.

C. RPR will render a written clarification, interpretation, or decision on the issue submitted, or initiate a modification to the Contract Documents.

D. Contractor, and its subcontractors and suppliers, shall not have or acquire any title to or ownership rights to any of the Drawings, Specifications, or other documents (including copies or electronic media editions) prepared by RPR or its consultants.

3.02 Reporting and Resolving Discrepancies
A. Reporting Discrepancies:

1. Contractor’s Verification of Figures and Field Measurements: Before undertaking each part of the Work, Contractor shall carefully study the Contract Documents, and check and verify pertinent figures and dimensions therein, particularly with respect to applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity, or discrepancy that Contractor discovers, or has actual knowledge of, and shall not proceed with any Work affected thereby until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to the Contract Documents.

2. Contractor’s Review of Contract Documents: If, before or during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (a) any applicable Law or Regulation, (b) actual field conditions, (c) any standard specification, manual, reference standard, or code, or (d) any instruction of any Supplier, then Contractor shall promptly report it to Engineer in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 7.15) until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to the Contract Documents issued pursuant to Paragraph 11.01.
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3. Contractor shall not be liable to Owner or Engineer for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless Contractor had actual knowledge thereof.

B. Resolving Discrepancies:

1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between such provisions of the Contract Documents and:
a. the provisions of any standard specification, manual, reference standard, or code, or the instruction of any Supplier (whether or not specifically incorporated by reference as a Contract Document); or
b. the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation).

2. When a conflict exists between drawings or between drawings and details, the more stringent of the two shall prevail. When a conflict exists between two specifications, the more stringent of the two shall prevail.

3. In the event of a conflict that cannot be resolved by interpreting the Contract Documents as a single, integrated document and giving effect to each provision therein, the Contract Document higher in precedence shall control and supersede the Contract Documents lower in precedence in accordance with the following listing arranged from the highest to the lowest in precedence:
a. Change Order.
b. Addenda.
c. Contract.
d. Technical Specifications included as an Exhibit to this Contract. e. Drawings included as an Exhibit to this Contract.
f. Owner Standard Specifications.
g. Owner Standard Drawings.
h. National Joint Powers Alliance Book 4: Technical Specifications. i. National Joint Powers Alliance - Book 2: IQCC Standard Terms and Conditions and Contract General Conditions.
j. The provisions of any standard specification, manual, reference standard, or code, or the instruction of any Supplier (whether or not specifically incorporated by reference as a Contract Document).
k. The provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation).
l. Notice to Bidder.
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m. Instruction to Bidder.

ARTICLE 4 - CONTRACT TIMES

4.01 Contract Times
A. The Work will be substantially completed within 365 days after the Effective Date of the Contract and completed and ready for final payment within 395 days after the Effective Date of the Contract.

4.02 Liquidated Damages
A. Contractor and Owner recognize that time is of the essence in the performance of the Contract, and that Owner will incur damages if Contractor does not complete the Work according to the requirements of Paragraph 4.01. Because such damages for delay would be difficult and costly to determine and the parties agree that $1000 per day is a reasonable approximation of the Owner’s damages, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay Owner $1000 for each day that expires after the Contract Time for substantial completion.

4.03 Delays in Contractor’s Progress
A. If Owner, RPR, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then Contractor shall be entitled to an equitable adjustment in the Contract Times and Contract Price. Contractor’s entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor’s ability to complete the Work within the Contract Times.

B. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delay, disruption, or interference caused by or within the control of Contractor or their subcontractors or suppliers.

C. If Contractor’s performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of Owner, Contractor, and those for which they are responsible, then Contractor shall be entitled to an equitable adjustment in Contract Times.

D. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for any delay, disruption, or interference if such delay is concurrent with a delay, disruption, or interference caused by or within the control of Contractor or Contractor’s subcontractors or suppliers.

4.04 Progress Schedules
A. Contractor shall develop a progress schedule and submit to the RPR for review and comment before starting Work on the Site. The Contractor shall modify the schedule in accordance with the comments provided by the RPR.

B. The Contractor shall update and submit the progress schedule to the RPR each month. The Owner may withhold payment if the Contractor fails to submit the schedule. 319 of 653
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ARTICLE 5 - CONTRACT PRICE

5.01 Payment
A. Owner shall pay Contractor in accordance with the Contract Documents, the lump sum amount of $252,916.84 for all Work.

B. For any additional Work authorized by Owner, Owner shall pay Contractor in an amount equal to the total of all extended prices for actual Work completed. The extended price is determined by multiplying the unit price in the National Joint Powers Alliance - Book 3: Task Catalog times the actual quantity of that Work item completed. Actual quantities installed will be determined by the RPR.

ARTICLE 6 - BONDS AND INSURANCE

6.01 Bonds
A. Before starting Work, Contractor shall furnish a performance bond and a payment bond from surety companies that are duly licensed or authorized to issue bonds in the required amounts in the jurisdiction in which the Project is located. Each bond shall be in an amount equal to the Contract Price, as security for the faithful performance and payment of all of Contractor’s obligations under the Contract. These bonds shall remain in effect until the completion of the correction period specified in Paragraph 7.12 but, in any case, not less than one year after the date when final payment becomes due.

B. Performance by Sureties. In the event of any termination, Owner shall immediately give written notice to Contractor and Contractor’s sureties, and the sureties shall have the right to take over and perform the Contract, provided, however, that if the sureties, within five days after giving them notice of said termination, do not give Owner written notice of their intention to take over the performance thereof within five days after notice, Owner may take over the work and prosecute the same to completion, by contract or by any other method it may deem advisable, for the account, and at the expense of Contractor, and the sureties shall be liable to Owner for any excess cost or damages occasioned Owner thereby; and, in such event, Owner may, without liability for so doing, take possession of, and utilize in completing the work, such materials, appliances, plant and other property belonging to Contractor as may be on the site of the work and necessary therefore

6.02 Insurance
A. The Contractor shall procure and maintain the insurance specified in the Exhibit B of this Contract for the greater of (1) the duration of the contract plus a period of five (5) years after completion of the Project or (2) the duration shown in Exhibit B.

ARTICLE 7 - CONTRACTOR’S RESPONSIBILITIES

7.01 Supervision and Superintendence
A. Contractor shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, safety, and procedures of construction. 320 of 653
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B. Contractor shall assign a competent resident superintendent who is to be present at all times during the execution of the Work. This resident superintendent shall not be replaced without written notice to and approval by the Owner and RPR except under extraordinary circumstances.

C. Contractor shall at all times maintain good discipline and order at the Site.

D. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during regular working hours, Monday through Friday.

7.02 Other Work at the Site
A. In addition to and apart from the Work of the Contractor, other work may occur at or adjacent to the Site. Contractor shall take reasonable and customary measures to avoid damaging, delaying, disrupting, or interfering with the work of Owner, any other contractor, or any utility owner performing other work at or adjacent to the Site.

7.03 Services, Materials, and Equipment
A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, testing, start up, and completion of the Work, whether or not such items are specifically called for in the Contract Documents.

B. All materials and equipment incorporated into the Work shall be new, of good quality and shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable supplier, except as otherwise may be provided in the Contract Documents.

7.04 Subcontractors and Suppliers
A. Contractor may retain subcontractors and suppliers for the performance of parts of the Work acceptable to Owner, provided that no work may be performed by a subcontractor who is debarred pursuant to Labor Code Sections 1777.1 or 1777.7.

7.05 Quality Management
A. Contractor is fully responsible for the managing quality to ensure Work is completed in accordance with the Contract Documents.

7.06 Licenses, Fees and Permits
A. Contractor shall pay all license fees and royalties and assume all costs incident to performing the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others.

B. Contractor shall obtain and pay for all construction permits and licenses unless otherwise provided in the Contract Documents.

7.07 Laws and Regulations; Taxes
A. Contractor shall give all notices required by and shall comply with all local, state, and federal Laws and Regulations applicable to the performance of the Work. Except where otherwise 321 of 653
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expressly required by applicable Laws and Regulations, neither Owner nor RPR shall be responsible for monitoring Contractor’s compliance with any Laws or Regulations.

B. Contractor shall bear all resulting costs and losses, and shall indemnify and hold harmless Owner and RPR, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages if Contractor performs any Work or takes any other action knowing or having reason to know that it is contrary to Laws or Regulations.

C. Contractor shall pay all applicable sales, consumer, use, and other similar taxes Contractor is required to pay in accordance with Laws and Regulations.

D. In accordance with Public Contract Code Section 7103.5, the contractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body tenders final payment to the contractor, without further acknowledgment by the parties.

E. Contractor shall give notice of hazardous materials and certain changed conditions in jobs involving trenching more than four feet deep.

F. In accordance with Labor Code Section 1773.2, contractor will make travel and subsistence payments as required by statute.

G. In accordance with Labor Code Section 1771, contractor must pay prevailing wages. The prevailing wage scale as determined by the Director of Industrial Relations of the State of California, in force on the day the bid was announced, will be the minimum paid to all craftsmen and laborers working on this project. Contractor shall also require any subcontractors who work or provide any services related to the project to pay all persons performing labor or rendering service under said subcontract or other arrangement at least the general prevailing rate of wages, determined as set forth herein for the respective crafts and employments, including such wages for holiday and overtime work. A copy of the correct determination will be posted at the job site. It is understood that it is the responsibility of Contractor to determine the correct scale. Copies of the prevailing wage rates are on file at the City Clerk’s office; however, errors or defects in the materials in the City Clerk’s office will not excuse a bidder’s failure to comply with the actual scale then in force. In accordance with Labor Code Section 1775, the statutory provisions for failure to pay prevailing wages will be enforced.

H. In accordance with Labor Code Section 1776, contractor must comply with the statutory requirements relating to certified copies of payroll records.

I. In accordance with Labor Code Section 1777.5, contractor must comply with the statutory requirements relating to the employment of apprentices.

J. In accordance with Labor Code Section 1810, eight hours labor constitutes a legal day’s work.

Contractor shall not require more than eight hours’ labor in a day and 40 hours in a calendar week from any person employed by Contractor in the performance of such work unless such excess work is compensated for at not less than one and one-half times the basic rate of pay.

Contractor shall forfeit as a penalty to Owner the sum of $25.00 for each laborer, workman, 322 of 653
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or mechanic employed in the execution of this contract by Contractor, or by any subcontractor, for each calendar day during which such laborer, workman, or mechanic is required or permitted to labor more than eight hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Section 1810 and 1816, inclusive, of the Labor Code of the State of California.

K. In accordance with Labor Code Section 1813, the statutory provisions for penalties for failure to comply with wage and hour laws will be enforced.

L. In accordance with Labor Code Section 1860, the contractor must secure the payment of workers’ compensation to its employees.

M. In accordance with Labor Code Section 6705, the contractor must submit a detailed plan of the shoring and bracing for trenches five feet deep or more for contracts in excess of $25,000.

N. In accordance with Labor Code Sections 1725.5 and 1771.1, all contractors and subcontractors must be registered with the Department of Industrial Relations. In accordance with Labor Code Section 1771.4, the contractor must post job site notices as required by regulation and this project will be subject to compliance monitoring and enforcement by the Department of Industrial Relations.

7.08 Record Documents
A. Contractor shall maintain one printed record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, written interpretations and clarifications, and approved shop drawings in a safe place at the Site. Contractor shall annotate them to show changes made during construction. Contractor shall deliver these record documents to RPR upon completion of the Work.

7.09 Safety and Protection
A. Contractor shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work.

B. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to:

1. All persons on the Site or who may be affected by the Work;

2. All the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and

3. Other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, other work in progress, utilities, and underground facilities not designated for removal, relocation, or replacement in the course of construction.

C. All damage, injury, or loss to any property caused, directly or indirectly, in whole or in part, by Contractor, or anyone for whose acts the Contractor may be liable, shall be remedied by Contractor at its expense (except damage or loss attributable to the fault of Contract Documents or to the acts or omissions of Owner or RPR and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of Contractor).

D. Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Laws or Regulations. 323 of 653
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E. In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor shall act to prevent threatened damage, injury, or loss.

Contractor shall give RPR prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If RPR determines that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Work Change Directive or Change Order will be issued.

7.10 Shop Drawings, Samples, and Other Submittals
A. Contractor shall review and coordinate the shop drawing and samples with the requirements of the Work and the Contract Documents and shall verify all related field measurements, quantities, dimensions, specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information.

B. Each submittal shall bear a stamp or specific written certification that Contractor has satisfied Contractor’s obligations under the Contract Documents with respect to Contractor’s review of that submittal, and that Contractor approves the submittal.

C. With each submittal, Contractor shall give RPR specific written notice, in a communication separate from the submittal, of any variations that the shop drawing or sample may have from the requirements of the Contract Documents.

D. RPR will provide timely review of shop drawings and samples.

E. RPR’s review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs.

F. RPR’s review and approval of a separate item does not indicate approval of the assembly in which the item functions.

G. Contractor shall make corrections required by RPR and shall return the required number of corrected copies of shop drawings and submit, as required, new samples for review and approval. Contractor shall direct specific attention in writing to revisions other than the corrections called for by RPR on previous submittals.

H. Shop drawings are not Contract Documents.

7.11 Warranties and Guarantees
A. Contractor warrants and guarantees to Owner that all Work will be in accordance with the Contract Documents and will not be defective. RPR and its officers, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on Contractor’s warranty and guarantee.

7.12 Correction Period
A. If within one year after the date of substantial completion, any Work is found to be defective, or if the repair of any damages to the Site, adjacent areas that Contractor has arranged to use through construction easements or otherwise, and other adjacent areas used by Contractor as permitted by Laws and Regulations, is found to be defective, then Contractor shall promptly and without cost to Owner, correct such defective Work. 324 of 653
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7.13 Indemnification
A. To the fullest extent permitted by Laws and Regulations, and in addition to any other obligations of Contractor under the Contract or otherwise, Contractor shall indemnify and hold harmless Owner and RPR, and the officials, employees, and agents, of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of RPR, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to the performance of the Work. Contractor will defend Owner, its elected and appointed officials, employees, and agents against any such claims. However, this provision does not apply to claims, loss, liability, damage, or expense arising from the sole negligence or willful misconduct of the Owner
ARTICLE 8 - OWNER’S RESPONSIBILITIES

8.01 Owner’s Responsibilities
A. Except as otherwise provided in the Contract Documents, Owner shall issue all communications to Contractor through RPR.

B. Owner shall make payments to Contractor as provided in this Contract.

C. Owner shall provide Site and easements required to construct the Project.

D. If Owner intends to contract with others for the performance of other work at or adjacent to the Site, unless stated elsewhere in the Contract Documents, Owner shall have sole authority and responsibility for such coordination.

E. The Owner shall be responsible for performing inspections and tests required by applicable codes.

F. The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Owner will not be responsible for Contractor’s failure to perform the Work in accordance with the Contract Documents.

G. While at the Site, Owner’s employees and representatives shall comply with the specific applicable requirements of Contractor’s safety programs of which Owner has been informed.

H. Owner shall furnish copies of any applicable Owner safety programs to Contractor.

I. In accordance with Public Contract Code Section 9201, Owner shall give contractor timely notification of the receipt of any third-party claims relating to the contract.

ARTICLE 9 - RPR’S STATUS DURING CONSTRUCTION

9.01 RPR’s Status
A. RPR will be Owner’s representative during construction. The duties and responsibilities and the limitations of authority of RPR as Owner’s representative during construction are set forth in this Contract.

B. Neither RPR’s authority or responsibility under this Article 9 or under any other provision of the Contract, nor any decision made by RPR in good faith either to exercise or not exercise 325 of 653
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such authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by RPR, shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by RPR to Contractor, any subcontractor, any supplier, any other individual or entity, or to any surety for or employee or agent of any of them.

C. RPR will make visits to the Site at intervals appropriate to the various stages of construction.

RPR will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work.

D. RPR has the authority to reject Work if Contractor fails to perform Work in accordance with the Contract Documents.

E. RPR will render decisions regarding the requirements of the Contract Documents and judge the acceptability of the Work.

F. RPR will not supervise, direct, control, or have authority over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. RPR will not be responsible for Contractor’s failure to perform the Work in accordance with the Contract Documents.

ARTICLE 10 - CHANGES IN THE WORK

10.01 Authority to Change the Work
A. Without invalidating the Contract and without notice to any surety, Owner may, at any time or from time to time, order additions, deletions, or revisions in the Work.

10.02 Change Orders
A. Owner and Contractor shall execute appropriate Change Orders covering:

1. Changes in the Contract Price or Contract Times which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed in accordance with a Work Change Directive;

2. Changes in the Work which are: (a) ordered by Owner or (b) agreed to by the parties or (c) resulting from the RPR’s decision, subject to the need for RPR’s recommendation if the change in the Work involves the design (as set forth in the Drawings, Specifications, or otherwise), or other engineering or technical matters; and

3. Changes in the Contract Price or Contract Times or other changes which embody the substance of any final binding results under Article 12.

B. If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Times), the giving of any such notice will be Contractor’s responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change.
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ARTICLE 11 - DIFFERING SUBSURFACE OR PHYSICAL CONDITIONS

11.01 Differing Conditions Process
A. If Contractor believes that any subsurface or physical condition including but not limited to utilities or other underground facilities that are uncovered or revealed at the Site either differs materially from that shown or indicated in the Contract Documents or is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in Work of the character provided for in the Contract Documents then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergency), notify Owner and RPR in writing about such condition. Contractor shall not further disturb such condition or perform any Work in connection therewith (except with respect to an emergency) until receipt of a written statement permitting Contractor to do so.

B. After receipt of written notice, RPR will promptly:

1. Review the subsurface or physical condition in question;

2. Determine necessity for Owner obtaining additional exploration or tests with respect to the condition;

3. Determine whether the condition falls within the differing site condition as stated herein;

4. Obtain any pertinent cost or schedule information from Contractor;

5. Prepare recommendations to Owner regarding the Contractor’s resumption of Work in connection with the subsurface or physical condition in question and the need for any change in the Drawings or Specifications; and

6. Advise Owner in writing of RPR’s findings, conclusions, and recommendations.

C. After receipt of RPR’s written findings, conclusions, and recommendations, Owner shall issue a written statement to Contractor regarding the subsurface or physical condition in question, addressing the resumption of Work in connection with such condition, indicating whether any change in the Drawings or Specifications will be made, and adopting or rejecting RPR’s written findings, conclusions, and recommendations, in whole or in part.

ARTICLE 12 - CLAIMS AND DISPUTE RESOLUTION

12.01 Claims Process
A. The party submitting a claim shall deliver it directly to the other party to the Contract and the RPR promptly (but in no event later than 10 days) after the start of the event giving rise thereto.

B. The party receiving a claim shall review it thoroughly, giving full consideration to its merits.

The two parties shall seek to resolve the claim through the exchange of information and direct negotiations. All actions taken on a claim shall be stated in writing and submitted to the other party.
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This document is a MODIFIED version of EJCDC® C-522, Copyright © 2016 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

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C. If efforts to resolve a claim are not successful, the party receiving the claim may deny it by giving written notice of denial to the other party. If the receiving party does not take action on the claim within 45 days, the claim is deemed denied.

D. If the dispute is not resolved to the satisfaction of the parties, Owner or Contractor shall give written notice to the other party of the intent to submit the dispute to a court of competent jurisdiction unless the Owner and Contractor both agree to an alternative dispute resolution process.

12.02 Mediation
Should any dispute arise out of this Contract, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a blind draw. The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reach by the parties but not more than 60 days, unless the maximum time is extended by the parties.

ARTICLE 13 - TESTS AND INSPECTIONS; CORRECTION OF DEFECTIVE WORK

13.01 Tests and Inspections
A. Owner and RPR will have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access.

B. Contractor shall give RPR timely notice of readiness of the Work for all required inspections and tests and shall cooperate with inspection and testing personnel to facilitate required inspections and tests.

C. If any Work that is to be inspected, tested, or approved is covered by Contractor without written concurrence of RPR, Contractor shall, if requested by RPR, uncover such Work for observation. Such uncovering shall be at Contractor’s expense.

13.02 Defective Work
A. Contractor shall ensure that the Work is not defective.

B. RPR has the authority to determine whether Work is defective, and to reject defective Work.

C. Prompt notice of all defective Work of which Owner or RPR has actual knowledge will be given to Contractor.

D. The Contractor shall promptly correct all such defective Work.

E. When correcting defective Work, Contractor shall take no action that would void or otherwise impair Owner’s special warranty and guarantee, if any, on said Work.

F. If the Work is defective or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work 328 of 653
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will conform to the Contract Documents, then Owner may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated.

ARTICLE 14 - PAYMENTS TO CONTRACTOR

14.01 Progress Payments
A. The Contractor shall prepare a schedule of values that will serve as the basis for progress payments. The schedule of values will be in a form of application for payment acceptable to RPR. The unit price breakdown submitted with the bid will be used for unit price work. Break lump sum items into units that will allow for measurement of Work in progress.

14.02 Applications for Payments:

A. Contractor shall submit an application for payment in a form acceptable to the RPR, no more frequently than monthly, to RPR. Applications for payment will be prepared and signed by Contractor. Contractor shall provide supporting documentation required by the Contract Documents. Payment will be paid for Work completed as of the date of the application for payment.

B. Beginning with the second application for payment, each application shall include an affidavit of Contractor stating that all previous progress payments received on account of the Work have been applied on account to discharge Contractor’s legitimate obligations associated with prior applications for payment.

14.03 Retainage
A. The Owner shall retain 5% of each progress payment until the Work is substantially complete.

14.04 Review of Applications
A. Within 10 days after receipt of each application for payment, the RPR will either indicate in writing a recommendation for payment and present the application for payment to Owner or return the application for payment to Contractor indicating in writing RPR’s reasons for refusing to recommend payment. The Contractor will make the necessary corrections and resubmit the application for payment.

B. RPR will recommend reductions in payment (set-offs) which, in the opinion of the RPR, are necessary to protect Owner from loss because the Work is defective and requires correction or replacement.

C. The Owner is entitled to impose set-offs against payment based on any claims that have been made against Owner on account of Contractor’s conduct in the performance of the Work, incurred costs, losses, or damages on account of Contractor’s conduct in the performance of the Work, or liquidated damages that have accrued as a result of Contractor’s failure to complete the Work.

14.05 Contractor’s Warranty of Title
A. Contractor warrants and guarantees that title to all Work, materials, and equipment furnished under the Contract will pass to Owner free and clear of (1) all liens and other title defects, and (2) all patent, licensing, copyright, or royalty obligations, no later than seven days after the time of payment by Owner.
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14.06 Substantial Completion
A. The Contractor shall notify Owner and RPR in writing that the Work is substantially complete and request the RPR issue a certificate of substantial completion when Contractor considers the Work ready for its intended use. Contractor shall at the same time submit to Owner and RPR an initial draft of punch list items to be completed or corrected before final payment.

B. RPR will make an inspection of the Work with the Owner and Contractor to determine the status of completion. If RPR does not consider the Work substantially complete, RPR will notify Contractor and Owner in writing giving the reasons therefor.

C. If RPR considers the Work substantially complete or upon resolution of all reasons for nonissuance of a certificate identified in 14.06.B, RPR will deliver to Owner a certificate of substantial completion which shall fix the date of substantial completion and include a punch list of items to be completed or corrected before final payment.

14.07 Final Inspection
A. Upon written notice from Contractor that the entire Work is complete, RPR will promptly make a final inspection with Owner and Contractor and will notify Contractor in writing of all particulars in which this inspection reveals that the Work, or agreed portion thereof, is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies.

14.08 Final Payment
A. Contractor may make application for final payment after Contractor has satisfactorily completed all Work defined in the Contract, including providing all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance, certificates of inspection, annotated record documents and other documents.

B. The final application for payment shall be accompanied (except as previously delivered) by:

1. All documentation called for in the Contract Documents;

2. Consent of the surety to final payment;

3. Satisfactory evidence that all title issues have been resolved such that title to all Work, materials, and equipment has passed to Owner free and clear of any liens or other title defects, or will so pass upon final payment;

4. A list of all disputes that Contractor believes are unsettled; and

5. Complete and legally effective releases or waivers (satisfactory to Owner) of all lien rights arising out of the Work, and of liens filed in connection with the Work.

C. The Work is complete (subject to surviving obligations) when it is ready for final payment as established by the RPR’s written recommendation of final payment.

14.09 Waiver of Claims
A. The making of final payment will not constitute a waiver by Owner of claims or rights against Contractor.

B. The acceptance of final payment by Contractor will constitute a waiver by Contractor of all claims and rights against Owner other than those pending matters that have been duly submitted.
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This document is a MODIFIED version of EJCDC® C-522, Copyright © 2016 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

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ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION

15.01 Owner May Suspend Work
A. At any time and without cause, Owner may suspend the Work or any portion thereof for a period of not more than 60 consecutive days by written notice to Contractor and RPR. Such notice will fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. Contractor shall be entitled to an adjustment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such suspension.

15.02 Owner May Terminate for Cause
A. Contractor’s failure to perform the Work in accordance with the Contract Documents or other failure to comply with a material term of the Contract Documents will constitute a default by Contractor and justify termination for cause.

B. If Contractor defaults in its obligations, then after giving Contractor and any surety ten days written notice that Owner is considering a declaration that Contractor is in default and termination of the Contract, Owner may proceed to:

1. Declare Contractor to be in default, and give Contractor and any surety notice that the Contract is terminated; and

2. Enforce the rights available to Owner under any applicable performance bond.

C. Owner may not proceed with termination of the Contract under Paragraph 15.02.B if Contractor within seven days of receipt of notice of intent to terminate begins to correct its failure to perform and proceeds diligently to cure such failure.

D. Subject to the terms and operation of any applicable performance bond, if Owner has terminated the Contract for cause, Owner may exclude Contractor from the Site, take possession of the Work, incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere, and complete the Work as Owner may deem expedient.

E. In the case of a termination for cause, if the cost to complete the Work, including related claims, costs, losses, and damages, exceeds the unpaid contract balance, Contractor shall pay the difference to Owner.

15.03 Owner May Terminate for Convenience
A. Upon seven days written notice to Contractor, Owner may, without cause and without prejudice to any other right or remedy of Owner, terminate the Contract. In such case, Contractor shall be paid for, without duplication of any items:

1. Completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work;

2. Expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; and

3. Other reasonable expenses directly attributable to termination, including costs incurred to prepare a termination for convenience cost proposal. 331 of 653
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B. Contractor shall not be paid on account of loss of anticipated overhead, profits, or revenue, or other economic loss arising out of or resulting from such termination.

ARTICLE 16 - CONTRACTOR’S REPRESENTATIONS

16.01 Contractor Representations
A. Contractor makes the following representations when entering into this Contract:

1. Contractor has examined and carefully studied the Contract Documents, and any data and reference items identified in the Contract Documents.

2. Contractor has visited the Site, conducted a thorough visual examination of the Site and adjacent areas, and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work.

3. Contractor is familiar with and is satisfied as to all Laws and Regulations that may affect cost, progress, and performance of the Work.

4. Contractor has considered the information known to Contractor itself; information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Contract Documents; and the Siterelated reports and drawings identified in the Contract Documents, with respect to the effect of such information, observations, and documents on:
a. The cost, progress, and performance of the Work;
b. The means, methods, techniques, sequences, and procedures of construction to be employed by Contractor; and
c. Contractor’s safety precautions and programs.

5. Based on the information and observations referred to in the preceding paragraph, Contractor agrees that no further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract.

6. Contractor is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents.

7. Contractor has given RPR written notice of all conflicts, errors, ambiguities, or discrepancies that Contractor has discovered in the Contract Documents, and the written resolution thereof by RPR is acceptable to Contractor.

8. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work.

9. Contractor’s entry into this Contract constitutes an incontrovertible representation by Contractor that, without exception, all prices in the Contract are premised upon performing and furnishing the Work required by the Contract Documents. 332 of 653
This document is a MODIFIED version of EJCDC® C-522, Copyright © 2016 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

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ARTICLE 17 - MISCELLANEOUS

17.01 Cumulative Remedies
A. The duties and obligations imposed by this Contract and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract. The provisions of this paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply.

17.02 Limitation of Damages
A. Neither Owner, RPR, nor any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, shall be liable to Contractor for any claims, costs, losses, or damages sustained by Contractor on or in connection with any other project or anticipated project.

17.03 No Waiver
A. A party’s non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Contract.

17.04 Survival of Obligations
A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract, as well as all continuing obligations indicated in the Contract, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor.

17.05 Contractor’s Certifications
A. Contractor certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Contract.

17.06 Controlling Law and Venue
A. This Contract is to be governed by the law of the state of California and, in the event of litigation, venue will be in the County of San Mateo.

17.07 Notices
A. All notices shall be in writing, and delivered in person, or transmitted by certified mail, postage prepaid. Notices required to be given to Owner or Contractor shall be addressed as appears in the signature block at the end of this Contract.

17.08 No Partnership or Agency
A. Nothing in this Contract nor in the contract documents shall be deemed to constitute a partnership in law between Owner and Contractor, or any subcontractor, to constitute either party as an agent of the other for any purpose; or to entitle either party to commit or bind the other in any manner unless expressly agreed upon in the contract documents. 333 of 653
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17.09 Severability
A. If any part or provision of the contract documents is determined by any court to be illegal, invalid, or unenforceable, in whole or in part, the contract documents shall continue to be valid as to its other provisions and the remainder of the affected provision, unless it can be concluded from the circumstances that, in the absence of the provisions found to be null and void, the parties would not have entered into the contract documents. The parties shall use all reasonable efforts to replace any and all provisions or parts found to be null and void with provisions that are valid under the applicable law and come closest to their original intention.

17.10 Waiver
A. None of the following shall operate as a waiver of any provision of the contract documents, or of any power herein reserved by the Owner, or any right to damages herein provided: 1) inspection by the Owner or its authorized agents or representatives; 2) any order or certificate for payment, or any payment for, or acceptance of the whole or any party of the work by the Owner; 3) an extension of time; or 4) any position taken by the Owner or its authorized agents or representatives.

17.11 Warranty
A. Contractor warrants and guarantees that the materials and equipment provided shall be at least of the quality specified and new unless otherwise required or permitted by the contract documents and, if no quality is specified, then the materials and equipment shall be of commercial grade, suitable for heavy public use in facilities of similar size and complexity,, that the work performed hereunder will be free from defects, and that the work will conform to the requirements of the contract documents.
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IN WITNESS WHEREOF, Owner and Contractor have signed this Contract.

This Contract will be effective on __________________ (which is the Effective Date of the Contract).

OWNER: CONTRACTOR:

By: Matt Fabry By: Young Kang
Title: Acting Public Works Director Title: President
Address for giving notices: Address for giving notices:
330 West 20th Avenue 783 Phillips Drive
San Mateo, CA 94403 City of Industry, CA 91748
License No.: CA License # 858483
(where applicable)

APPROVED AS TO FORM
Linh Nguyen
Assistant City Attorney
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EXHIBIT A
CONTRACTOR’S PROPOSAL
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EXHIBIT B

INSURANCE REQUIREMENTS FOR CONSTRUCTION CONTRACTS
ARTICLE 18 - MINIMUM SCOPE AND LIMIT OF INSURANCE

18.01 Contractor shall procure and maintain for the duration of the contract, and for five (5) years thereafter, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors.

18.02 Coverage shall be at least as broad as:

A. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $5,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $5,000,000 per accident for bodily injury and property damage.

C. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

D. Builder’s Risk (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions.

E. Surety Bonds as described below.

F. Professional Liability (if Design/Build), with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

G. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

18.03 If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

18.04 Self-Insured Retentions. Self-insured retentions must be declared to and approved by the City. At the option of the City, either: the contractor shall cause the insurer shall to reduce or eliminate such self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The 347 of 653
policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

ARTICLE 19 - OTHER INSURANCE PROVISIONS

19.01 The insurance policies are to contain, or be endorsed to contain, the following provisions:

A. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

B. For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

C. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the City.

19.02 Builder’s Risk (Course of Construction) Insurance A. Contractor may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear.

B. If the project does not involve new or major reconstruction, at the option of the City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City’s site.

19.03 Claims Made Policies
A. If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of contract work.

3. If coverage is cancelled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
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4. A copy of the claims reporting requirements must be submitted to the City for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

19.04 Acceptability of Insurers
A. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City.

19.05 Waiver of Subrogation
A. Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors.

19.06 Verification of Coverage
A. Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

19.07 Subcontractors
A. Contractor shall require and verify that all subcontractors maintain insurance meeting all requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

19.08 Surety Bonds.

A. Contractor shall provide the following Surety Bonds:

1. Performance Bond

2. Payment Bond

3. Maintenance Bond
B. The Payment Bond and the Performance Bond shall be in a sum equal to the contract price.

If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the contract is for longer than one year a Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California. 349 of 653

19.09 Special Risks or Circumstances.

A. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances. 350 of 653

CITY OF SAN MATEO

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 17 Section Name: CONSENT CALENDAR Account Number: 72-4674 File ID: 23-7774 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Public Works Department
MEETING DATE: August 21, 2023
SUBJECT:

Wastewater Treatment Plant Transfer Pumps Improvements Project – Bid Rejection RECOMMENDATION:

Adopt a Resolution to reject the sole bid received for the Wastewater Treatment Plant Transfer Pumps Improvements Project; and authorize the Public Works Department to initiate a second Notice Inviting Bids.

BACKGROUND:

The City of San Mateo Wastewater Treatment Plant (WWTP) is an aging facility, and the Clean Water Program (CWP) includes a variety of capital improvement projects to rehabilitate and upgrade the existing facilities. WWTP Transfer Pumps Improvements Project (Project) is a component of the CWP and includes replacing the four pumps in the digester gallery to improve anaerobic digestion operations. The improvements also include structural improvements to the pump pedestals, piping modifications, and electrical improvements. The existing pumps have parts that are currently challenging to source replacement parts for since the model is no longer supported by the manufacturer. Replacing the pumps will reduce risks and future maintenance costs.

In accordance with Municipal Code section 3.60.030, a competitive public process was used to obtain bids for this service.

A Notice Inviting Sealed Proposals and Bidding Documents was issued to advertise the project on May 30, 2023. Three contractors attended the mandatory pre-bid site walk. On the July 5, 2023 bid opening date, only one bid, shown below, was received. It is significantly above the engineer’s estimate of $365,568.

Contractor Bid Amount
GSW Construction Inc. $ 998,200
Staff reviewed the bid, considered pursuing negotiations with the low bidder, but ultimately recommends to reject all bids and mitigate exceedances to the project budget by readvertising the Project through another round of the competitive public bid process. Pursuant to San Mateo Municipal Code section 3.60.040(a)(4), the City Council, at its discretion, may reject all bids received.

BUDGET IMPACT:

There is no budget impact for the rejection of bids.

ENVIRONMENTAL DETERMINATION:

The City prepared a Final Programmatic Environmental Impact Report (Final PEIR) in accordance with the California Environmental Quality Act (CEQA) (SCH No. 2015032006). On June 6, 2016, Council certified the PEIR. In accordance with CEQA, the Final PEIR serves as the primary environmental compliance document for the implementation of the Clean 351 of 653

CITY OF SAN MATEO
Water Program. The City prepared Addenda to the Final PEIR that was approved on July 16, 2018 (Addendum 1) and April 15, 2019 (Addendum 2). This work is within the scope of the Project evaluated in the PEIR and Addendum.

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Proposed Resolution
Att 2 - Bid Results

STAFF CONTACT
Deryk Daquigan, Engineering Manager
[email protected]
(650) 522-7287
Matt Fabry, Deputy Director
[email protected]
650 522 7309
352 of 653

CITY OF SAN MATEO
RESOLUTION NO. ____ (2023)

REJECTING ALL BIDS FOR THE

WASTEWATER TREATMENT PLANT TRANSFER PUMPS IMPROVEMENTS PROJECT WHEREAS, the Wastewater Treatment Plant (WWTP) Transfer Pumps Improvements Project (Project) includes replacing the four pumps in the digester gallery to improve anaerobic digestion operations; and
WHEREAS, the existing pumps have parts that are currently challenging to source replacement parts for since the model is no longer supported by the manufacturer; and WHEREAS, replacing the pumps will reduce risks and future maintenance costs; and WHEREAS, in accordance with San Mateo Municipal Code Section 3.60.040, the City advertised the Project on May 30, 2023; and
WHEREAS, three contractors attended the mandatory pre-bid site walk; and WHEREAS, on the July 5, 2023 bid opening date, only one bid was received by GSW Construction Inc. for $998,200, which is significantly above the engineer’s estimate of $365,568; and WHEREAS, pursuant to San Mateo Municipal Code section 3.60.040(a)(4), the City Council, at its discretion, may reject all bids received; and
WHEREAS, based on the single bid being significantly above the engineer’s estimate, staff recommends for the City Council to reject all bids and to mitigate exceedances to the project budget by readvertising the Project through another round of the competitive public bid process.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN MATEO, CALIFORNIA, HEREBY RESOLVES that:

1. The City prepared a Final Programmatic Environmental Impact Report (Final PEIR) in accordance with the California Environmental Quality Act (CEQA) (SCH No. 2015032006). On June 6, 2016, Council certified the PEIR. In accordance with CEQA, the Final PEIR serves as the primary environmental compliance document for the implementation of the Clean Water Program. The City prepared Addenda to the Final PEIR that was approved on July 16, 2018 (Addendum 1) and April 15, 2019 (Addendum 2). This work is within the scope of the Project evaluated in the PEIR and Addendum.

2. In accordance with the provisions of San Mateo Municipal Code Section 3.60.040(a)(4), all bids for the Wastewater Treatment Plant Transfer Pumps Improvements Project are rejected.
353 of 653
WWTP Transfer Pumps Improvements 46t090 Bid Results
Engineer's
Estimate GSW Construction
BID ITEM BID DESCRIPTION UNITS QUANTITY TOTAL COST Unit Price Total Price 1 Mobilization and Demobilization LS 1 $ 24,486 $ 45,000 $ 45,000 2 Temporary Facilities and Fencing LS 1 $ 8,586 $ 46,000 $ 46,000 3 Pump, Anchor and Piping Demolition LS 1 $ 15,370 $ 38,000 $ 38,000 4 Pump Installation EA 4 $ 23,320 $ 24,500 $ 98,000
5 Piping Improvements, including fittings and insulation LS 1 $ 87,561 $ 155,000 $ 155,000 6 Electrical Improvements LS 1 $ 156,670 $ 530,000 $ 530,000 7 Insulation on existing piping LS 1 $ 19,665 $ 53,200 $ 53,200 8 General Construction, not included in the base bid items LS 1 $ 29,910 $ 33,000 $ 33,000 TOTAL BID COST 365,568 $ 998,200 $
354 of 653

CITY OF SAN MATEO

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 18 Section Name: CONSENT CALENDAR Account Number: 72-4674 File ID: 23-7778 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Public Works Department
MEETING DATE: August 21, 2023
SUBJECT:

Construction Special Inspection Services for the Clean Water Program – Amendment RECOMMENDATION:

Approve Amendment No. 1 to the professional services agreement with Smith Emery San Francisco to increase the agreement amount by $850,000 for a revised not-to-exceed amount of $2,350,000 for continuing as-needed construction special inspection services for various Clean Water Program projects; and authorize the Public Works Director to execute the amendment in substantially the form presented and issue project-specific task orders under the agreement.

BACKGROUND:

The Clean Water Program (CWP) includes improvements to wastewater system capacity, flow management, and inflow and infiltration reduction to comply with regulatory requirements. Construction special inspection services provide asneeded support for the CWP’s improvement projects, which include the Wastewater Treatment Plant (WWTP) Upgrade & Expansion, various new capacity relief sewers, sewer rehabilitations/repairs, and lift station improvements. On February 22, 2022, City Council approved a professional services agreement with Smith Emery San Francisco to provide as-needed construction special inspection services for various CWP projects in an amount not-to-exceed $1,500,000.

Since the start of the agreement, Smith Emery San Francisco has performed satisfactory construction special inspection services for the WWTP and collection system construction projects. In order to meet the construction schedule of the WWTP Upgrade & Expansion Project, the construction contractor has worked overtime and on Saturdays. As a result, construction special inspection services have exceeded the anticipated projections. In order to complete the remaining specialty inspections for the ongoing, new, and upcoming CWP construction projects at both the WWTP and in the collection system, additional special inspection services from Smith Emery San Francisco are required. Some examples of specialty inspection include the WWTP Upgrade & Expansion project requiring specialty inspection of the installation of process piping and welding of piping, and the collection system sewer projects requiring soil compaction testing using nuclear density gauges.

The proposed amendment will add $850,000 to the Smith Emery San Francisco agreement and bring the total agreement to a not-to-exceed amount of $2,350,000. Staff believes this to be a reasonable budget increase for the scope of work and expertise required and recommends approval of Amendment No. 1 to the agreement with Smith Emery San Francisco.

BUDGET IMPACT:

There are sufficient funds available in the various Clean Water Program project budgets for this amendment.

ENVIRONMENTAL DETERMINATION:

CITY OF SAN MATEO
CEQA, the Final PEIR serves as the primary environmental compliance document for the implementation of the Clean Water Program. The City prepared Addenda to the Final PEIR that was approved on July 16, 2018 (Addendum 1) and April 15, 2019 (Addendum 2). This work is within the scope of the Project evaluated in the PEIR and Addendum.

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Amendment No. 1

STAFF CONTACT
Deryk Daquigan, Engineering Manager
[email protected]
(650) 522-7287
Matt Fabry, Deputy Director
[email protected]
(650) 522-7309
356 of 653
AMENDMENT NO. 1 TO THE AGREEMENT

BETWEEN THE CITY OF SAN MATEO AND SMITH EMERY SAN FRANCISCO

FOR CONSTRUCTION SPECIAL INSPECTION SERVICES FOR THE CLEAN WATER PROGRAM ($1,500,000 [Original Amount] / $850,000 [Added Amount]) WHEREAS, the City of San Mateo (“City”), a municipal corporation of the State of California, and Smith Emery San Francisco. (“CONSULTANT”), entered into an Agreement for professional services (“Agreement”) on April 18, 2022; and
WHEREAS, CITY and CONSULTANT, wish to amend the Agreement to extend the total compensation amount of the agreement.

NOW, THEREFORE, the parties agree as follows:

1. The second sentence of Section 8 “Payment,” is amended to read as follows:
“In consideration for the full performances of the services and any reimbursable expenses set forth in this Agreement, CITY agrees to pay CONSULTANT a fee based on verified time and materials not to exceed $2,350,000 without prior written authorization.”

2. The remaining terms of the Agreement remain in full force and effect.

CITY OF SAN MATEO CONSULTANT
Smith Emery, San Francisco
_____________________ ___________________
Brad Underwood By its Authorized Agent
Acting Public Works Director James E. Partridge
President
Date:__________________ Date:_______________

APPROVED AS TO FORM
_____________________
Linh P. Nguyen
Assistant City Attorney
357 of 653

CITY OF SAN MATEO

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 19 Section Name: CONSENT CALENDAR Account Number: 10-4662 File ID: 23-7783 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Public Works Department
MEETING DATE: August 21, 2023
SUBJECT:

Bridge Management Program Development – Agreement
RECOMMENDATION:

Approve a professional consultant services agreement with Dewberry Engineers, Inc. in an amount not to exceed $250,000; establish a contingency reserve in the amount of $50,000; authorize the Public Works Director to execute the agreement in substantially the form presented and any future amendments within the contingency amount.

BACKGROUND:

The City has approximately 83 bridges within its City limits and is responsible for overseeing the operation, repair, and maintenance of approximately 44 bridges in the public right-of-way, including pedestrian bridges.

The California Department of Transportation (Caltrans) encourages local agencies to develop and adopt a bridge management program, which enables cities to meet a condition of grant eligibility for the Highway Bridge Program, a program providing federal aid to local agencies to rehabilitate structurally-deficient, locally-owned public highway bridges or complete preventive maintenance on bridges that are not deficient. Development of a bridge maintenance program also enables the City to maintain an inventory of City bridges, identify structures needing rehabilitation or replacement, and determine anticipated budgetary needs to be included in the City’s next 5-year capital improvement program.

For a holistic review and program development, the Department of Public Works staff released a request for proposals (RFP) on January 13, 2023 to select a qualified firm to provide professional consulting services for bridge management program development. The City received proposals from the following three firms: Dewberry Engineers, Inc., Biggs Cardosa Associates, and CSG Consultants. The three firms were evaluated based on their project understanding, experience with similar projects, and the technical ability of key staff.

Based on a review of the three proposals, staff recommends for Council to award an agreement to Dewberry Engineers, Inc. in an amount not to exceed $250,000. Dewberry’s proposal reflected their significant technical expertise in bridge management program development and demonstrated a clear understanding of the City’s anticipated needs in the coming years. Dewberry’s proposal also provided recent examples of having worked on projects of similar size and scope. The scope of the project includes a review of existing City records, conducting field bridge inspections, citywide bridge inventory update, prioritization of bridge repairs, and development of a 5-year capital improvement program for Citymaintained bridges. Staff also recommends establishing a contingency reserve in the amount of $50,000 to address any unanticipated items that may arise during field bridge inspections or development of the bridge management program.

BUDGET IMPACT:

Sufficient funding for this agreement and contingency is available in the Citywide Bridge Maintenance (462004) project. 358 of 653

CITY OF SAN MATEO
ENVIRONMENTAL DETERMINATION:

This City Council action is not a project subject to CEQA review because it is an “existing facility” in that it consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. (CEQA Guidelines Section 15301.)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Agreement

STAFF CONTACT
Tina Pham, Senior Engineer
[email protected]
650-522-7305
359 of 653
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Rev 9/22
AGREEMENT WITH DEWBERRY ENGINEERS INC.

FOR PROFESSIONAL CONSULTANT SERVICES
FOR

BRIDGE MANAGEMENT PROGRAM DEVELOPMENT
This Agreement, made and entered into this day of ____________________, by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California (“CITY”), and Dewberry Engineers Inc., a corporation, with offices at 11060 White Rock Road, Suite 200, Rancho Cordova, CA 95670-6061.

RECITALS:

A. CITY desires certain professional bridge management program development services hereinafter described.

B. CITY desires to engage CONSULTANT to provide these professional bridge management program development services by reason of its qualifications and experience for performing such services and CONSULTANT has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, IT IS AGREED as follows:

SECTION 1 - SCOPE OF SERVICES
The scope of services to be performed by CONSULTANT under this Agreement is as described in Exhibit A to this Agreement, attached and incorporated by reference.

SECTION 2 - DUTIES OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by CONSULTANT under this Agreement. CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its work.

CONSULTANT represents that it is qualified to furnish the services described under this Agreement.

CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT.

CONSULTANT agrees to comply with the City’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.

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SECTION 3 - DUTIES OF CITY
CITY shall provide pertinent information regarding its requirements for the project.

CITY shall examine documents submitted by CONSULTANT and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONSULTANT's work.

SECTION 4 - TERM
The services to be performed under this Agreement shall commence upon execution of this agreement and be completed on June 30, 2025. The term of this Agreement may be extended by written amendment executed by the Director of Public Works and a duly authorized representative of Consultant.

SECTION 5 - PAYMENT
Payment shall be made by CITY only for services rendered and upon submission of a payment request upon completion and CITY approval of the work performed. In consideration for the full performance of the services set forth in Exhibit A, CITY agrees to pay CONSULTANT a fee, based on a time and expenses reimbursement basis, in an amount of $250,000, pursuant to rates stated in Exhibit B to this Agreement, attached and incorporated by reference.

Cost adjustment for the second and subsequent year’s annual fixed amounts will be made using annual indexes of the “Consumer Price Index for All Urban Consumers,” Bay Area City Average, all items (1967=100) as published in the Monthly Review by the U.S. Department of Labor, (CPI). The annual increase in rates is not to exceed CPI or 3%, whichever is lower.

SECTION 6 - TERMINATION
Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminate this Agreement or suspend work on the Project for any reason, upon ten (10) days' written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement upon receipt of said written notice.

Upon termination and upon CITY's payment of the amount required to be paid, documents become the property of CITY, and CONSULTANT shall transfer them to CITY upon request without additional compensation.

SECTION 7 - OWNERSHIP OF DOCUMENTS
All documents prepared by CONSULTANT in the performance of this Agreement, although instruments of professional service, are and shall be the property of CITY, whether the project for which they are made is executed or not.

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SECTION 8 - CONFIDENTIALITY
All reports and documents prepared by CONSULTANT in connection with the performance of this Agreement are confidential until released by CITY to the public. CONSULTANT shall not make any such documents or information available to any individual or organization not employed by CONSULTANT or CITY without the written consent of CITY before any such release.

SECTION 9 - INTEREST OF CONSULTANT
CONSULTANT covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement.

SECTION 10 - CONSULTANT'S STATUS
It is expressly agreed that in the performance of the professional services required under this Agreement, CONSULTANT shall at all times be considered an independent contractor as defined in Labor Code Section 3353, under control of the CITY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONSULTANT an agent or employee of CITY while providing services under this Agreement.

SECTION 11 - INDEMNITY
CONSULTANT agrees to hold harmless and indemnify CITY, its elected and appointed officials, employees, and agents from and against any and all claims, loss, liability, damage, and expense arising out of CONSULTANT’s performance of this Agreement, except those claims arising out of CITY’s sole negligence or willful misconduct. CONSULTANT agrees to defend City, its elected and appointed officials, employees, and agents against any such claims. The CONSULTANT’S duty to indemnify shall survive expiration or early termination of this Agreement.

SECTION 12 - INSURANCE
CONSULTANT shall procure and maintain for the duration of the contract and three years thereafter (five years for building or major improvements) the insurance specified in Exhibit C to this Agreement.

SECTION 13 - NON-ASSIGNABILITY
Both parties hereto recognize that this Agreement is for the personal services of CONSULTANT and cannot be transferred, assigned, or subcontracted by CONSULTANT without the prior written consent of CITY.

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SECTION 14 - RELIANCE UPON PROFESSIONAL

SKILL OF CONSULTANT
It is mutually understood and agreed by and between the parties hereto that CONSULTANT is skilled in the professional calling necessary to perform the work agreed to be done under this Agreement and that CITY relies upon the skill of CONSULTANT to do and perform the work with the care and skill ordinarily used by members of CONSULTANT’s profession practicing under the same or similar circumstances at the same locality, and CONSULTANT agrees to thus perform the work. The acceptance of CONSULTANT's work by CITY does not operate as a release of CONSULTANT from said obligation.

SECTION 16 - SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

SECTION 17 - COSTS AND ATTORNEY FEES
Attorney fees in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this Agreement that neither party shall have to pay the other more than $5000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement.

SECTION 18 - NON-DISCRIMINATION
CONSULTANT warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither CONSULTANT nor any of its subcontractors shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.

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SECTION 19 - MEDIATION
Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association, the State Mediation and Conciliation Service, or other agreed-upon service. The mediator shall be selected by a blind draw.

SECTION 20 - LITIGATION
CONSULTANT shall testify at CITY'S request if litigation is brought against CITY in connection with CONSULTANT's services under this Agreement. Unless the action is brought by CONSULTANT, or is based upon CONSULTANT's wrongdoing, CITY shall compensate CONSULTANT for preparation for testimony, testimony, and travel at CONSULTANT's standard hourly rates at the time of actual testimony.

SECTION 21 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To CITY: Tina Pham, Senior Engineer
City of San Mateo
330 W. 20th Avenue
San Mateo, CA
To CONSULTANT: Dewberry Engineers Inc.

Attn: Levi Kinnebrew
11060 White Rock Road, Suite 200
Rancho Cordova, CA 95670-6061
SECTION 22 - AGREEMENT CONTAINS ALL
UNDERSTANDINGS; AMENDMENT
This document represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations, and agreements, either written or oral.

This document may be amended only by written instrument, signed by both CITY and CONSULTANT.

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SECTION 23 - AUTHORITY TO ENTER INTO AGREEMENT
CONSULTANT has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party.

SECTION 24 - GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, CITY OF SAN MATEO and Dewberry Engineers Inc. have executed this Agreement the day and year first above written.

CITY OF SAN MATEO CONSULTANT
Brad Underwood
Interim Public Works Director
Date Dennis Haglan
Its Authorized Agent
Senior Vice President
If a Corporation, can be either 1)
President or 2) Vice President plus
an additional corporate officer
(i.e., Secretary, Treasurer) who
shall sign below.

Date

APPROVED AS TO FORM ADDITIONAL CORPORATE

OFFICER
(if necessary per the above)
Linh Nguyen
Assistant City Attorney
Date Matt Satow
Vice President
Date
Attachments:

Exhibit A: Scope of Services
Exhibit B: Fee Rates
Exhibit C: Insurance Requirements
DocuSign Envelope ID: B8FD80F6-D69D-4135-B6DF-4513813EBC48 8/15/2023
8/16/2023
366 of 653

CITY OF SAN MATEO

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 20 Section Name: CONSENT CALENDAR Account Number: 10-6600 File ID: 23-7734 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Public Works Department
MEETING DATE: August 21, 2023
SUBJECT:

Marina Library Structural Improvements Project – Grant Funding RECOMMENDATION:

Adopt a Resolution to accept funding in the amount of $1,300,000 from the Targeted State Grant Program for the Marina Library Structural Improvements Project; ratify the Funding Agreement with the California State Library; and authorize the City Manager to execute all required documentation to receive the grant funds.

BACKGROUND:

The Marina Branch Library is located at 1530 Susan Court and has served the community since 1966. Situated on the west embankment of Seal Slough, the building has experienced differential settlement and currently leans towards the waterway. As a result, the floor of the interior slopes up to 7% and has created an uncomfortable environment for both patrons and staff. Moreover, the slope of the floor exceeds current American with Disabilities Act (ADA) requirements.

Preliminary geotechnical and structural investigations indicate that the differential settlement has occurred due to consolidation of the bay mud soils below the one-story library building.

To address the critical issues, City staff developed the Marina Library Structural Improvements Project (Project) to restore the sloping floors to near-level conditions and to comply with ADA requirements. Additional improvements (e.g., site drainage, lighting, external/indoor painting, flooring, HVAC equipment, restrooms, etc.) will be evaluated during the design phase of the Project.

Funding
Currently, total funding needs for the design and construction costs for the Project are estimated at $5 million. On December 5, 2022, Council authorized the City Manager to accept funding in the amount of $458,600 from the Building Forward Library Infrastructure Grant Program. City Council approved $458,600 in General Funds for the required 1:1 grant matching through the Fiscal Year 2022-2023 budget process.

In 2022, the State of California authorized $50 million in grant funding to be allocated to equity-focused infrastructure programs that help create local libraries capable of meeting the 21st Century needs of California’s communities (Assembly Bill 179). The California State Library administers these funds from the Targeted State Grant Program to local communities.

In November 2022, City staff submitted a grant application for $1,300,000 from the Targeted State Grant Program for the Project. In March 2023, the California State Library notified City staff that the Project was awarded $1,300,000; and the Funding Agreement with the California State Library was executed shortly after on March 20, 2023. The California State Library does not require a City Council action for grantees to accept funds for the Targeted State Grant and therefore, the Funding Agreement was initially executed without presenting to Council. However, the City’s policy requires City Council approval of interagency agreements such as this Funding Agreement. To conform to City Policy, City staff recommends for City Council to adopt the Proposed Resolution and ratify the Funding Agreement to accept the grant funding for this 367 of 653

CITY OF SAN MATEO
Project.

Additional funding of $1,500,000 has been awarded to the City by the Department of Housing and Urban Development (HUD) as part of their Fiscal Year 2023 Economic Development Initiative - Community Project Funding (CPF) Grant Program. Once the Project’s preliminary design phase is complete in Fall 2023, Staff will submit a future staff report to City Council for accepting these HUD funds and submit required materials to HUD to execute the CPF Program grant agreement. With HUD funding, the total project funding will be $3,717,200. Concurrently, staff will continue to pursue additional available sources of funding during the design effort to address the funding shortfall.

Next Steps
The Project is currently in preliminary design. Upon City Council’s approval to adopt a resolution to accept the Targeted Grant Funding, staff will continue the design process and refine construction cost estimates, and anticipate completing the design by mid-2024. Construction is anticipated to begin in the fall of 2024.

BUDGET IMPACT:

Acceptance of the Targeted State Grant Program funding requires no local match funding or additional expense from the City. This grant award will provide funding to the Marina Library Structural Improvements (665100) project.

ENVIRONMENTAL DETERMINATION:

This Resolution is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Proposed Resolution
Att 2 - Funding Agreement

STAFF CONTACT
Tina Pham, Senior Engineer
[email protected]
(650) 522-7305
368 of 653

CITY OF SAN MATEO
RESOLUTION NO. ____ (2023)

A RESOLUTION SUPPORTING THE ACCEPTANCE AND EXECUTION OF THE GRANT FUNDS FROM THE CALIFORNIA STATE LIBRARY’S TARGETED STATE GRANT PROGRAM AND FROM THE STATE OF CALIFORNIA BUDGET ACT OF 2022 (AB 179) FOR MARINA LIBRARY STRUCTURAL IMPROVEMENTS

PROJECT
WHEREAS, the Legislature and Governor of the State of California have provided funds for the program shown above; and
WHEREAS, the California State Library has been delegated the responsibility for the administration of this grant program, establishing necessary procedures; and WHEREAS, the City of San Mateo (City) has identified improvements estimated at $5,000,000 for the Marina Branch Library; and
WHEREAS, the City has developed the Marina Library Structural Improvement projects (Project) for the design and construction of the improvements; and WHEREAS, the City as the Applicant/Grantee applied for the California State Library’s Targeted State Grant on November 14, 2022; and
WHEREAS, the California State Library notified the City that the Project was awarded $1,300,000 on March 16, 2023; and
WHEREAS, in order to receive grant funding, on March 20, 2023, the City as the Applicant/Grantee entered into a funding agreement with the California State Library to carry out the Project; and
WHEREAS, the City has the legal authority and is authorized to enter into a funding agreement with the California State Library.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN MATEO, CALIFORNIA, HEREBY RESOLVES:

1. This City Council action adopting a resolution to accept grant funds is not a project subject to CEQA review because it is an organizational or administrative activity that will 369 of 653
not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

2. That pursuant and subject to all of the terms and provisions of the California Budget Act of 2022 (Assembly Bill 179), the City Manager, or designee, is hereby authorized and directed to submit any required documents, funding requests, and reports required to obtain grant funding with the California State Library.

3. The City Council ratifies the funding agreement with the California State Library to accept the grant funding for this Project.

4. The City Manager, or designee, is hereby authorized and directed to execute any amendments to the funding agreement with the California State Library.

5. The City Manager, or designee, is hereby authorized to accept the $1,300,000 award of grant funds for the Marina Library Structural Improvements Project.

6. The City commits to the completion of the Project, if awarded the requested funds.

7. The City certifies that the Project will comply with any laws and regulations including, but not limited to, the California Environmental Quality Act (CEQA), legal requirements for building codes, health and safety codes, the California Labor Code, disabled access laws, and that prior to commencement of the Project, all applicable permits will have been obtained.

8. The City Manager, or designee, is authorized to take any other actions necessary to give effect to this resolution.
370 of 653
Library – Courts Building 916-323-9759
P.O. Box 942837 [email protected]
Sacramento, CA 94237-0001 www.library.ca.gov
March 16, 2023
Drew Corbett
City of San Mateo
330 W. 20th Ave.

San Mateo, CA 94403
Subject: Targeted State Grants, FY 2022-2023
Title: Marina Library Reconstruction (TSG-22-06)
Dear Drew Corbett:

This letter confirms the California State Library’s award of $1,300,000 to the City of San Mateo for the Marina Library Reconstruction. City of San Mateo will receive $650,000 of the award upon execution and approval of the grant agreement, certification, and claim forms. The remaining funding will be made available according to the payment schedule and upon the awardee’s completion of the requirements listed in the Grant Agreement and Certification of Compliance document included with this award packet.

Hard copies of this correspondence will not follow. Please keep the entirety of this correspondence for your files and consider these award materials your original documents.

This grant is governed by the attached Grant Agreement and Certification of Compliance, which includes the project period, reporting requirements, and payment schedule as well as the proposal outlining the timeline and budget. Please sign the claim and certification forms at the back of your award packet using the DocuSign system. Should you have any questions regarding the use of DocuSign please contact your grant monitor.

The State Library grant monitor for this project is Wendy Amireh. She can be reached at [email protected] or at (916)603-7129. Wendy Amireh is available to assist you throughout the project period.

Best wishes for a successful project.

DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 371 of 653
Targeted State Grants, FY 2022-2023
TSG-22-06

Page 2 ends

Library – Courts Building 916-323-9759
P.O. Box 942837 [email protected]
Sacramento, CA 94237-0001 www.library.ca.gov
Respectfully yours,
Greg Lucas
California State Librarian
Enclosures
CC: Wendy Amireh
Yesenia Castellon
Natalie Cole
Gina Iwata
Lynne Oliva
Lena Pham
Annly Roman
Azalea Mitch
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THE BASICS – YOUR GRANT AWARD
The following provides all the basic information about your grant and managing your grant.

Award #: TSG-22-06
Library/Organization: City of San Mateo
Project Title: Marina Library Reconstruction
Award Amount: $1,300,000

APPROVED BUDGET
Salary/Wages $70,000
Consultant Fees $130,000
Travel $0
Supplies/Materials $0
Equipment $0
Services $1,075,000
Project Total $1,275,000
Indirect Cost $25,000
Grant Total $1,300,000
Start Date: Upon execution of the award packet materials End Date: January 31, 2025
Please understand that it can take from six to eight weeks from receipt of a fully executed claim form with no errors before grant funds are delivered. If you have not received your payment after eight weeks, please contact your grant monitor.

REPORTING
City of San Mateo is required to provide mid-project financial and narrative reports as outlined in the Grant Award Agreement and Certificate of Compliance documentation (July 2023, January 2024, July 2024); final financial and narrative reports by February 28, 2025; and updates upon request. Progress documentation (e.g. photos or video of grant-funded work) will be required with each report. Reports should be submitted to your grant monitor.

PAYMENTS
Please note this clarification regarding payments. Grant payments will be made based on the payment schedule laid out in the Grant Award Agreement and Certificate of Compliance documentation. Ten percent (10%) of the full grant award is withheld until the end of the project period. It is payable only if the grant recipient fulfills all project reporting requirements and expends all funds, or returns all unspent grant funds, by the time specified in the grant terms and conditions.

CONTACT
We want your project to be successful. Please work with the grant monitor in implementing your project:

Grant Monitor: Wendy Amireh
Phone Number: (916) 603-7129
Email Address: [email protected]
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STATE FUNDED GRANTS

AWARD AGREEMENT AND

CERTIFICATE OF COMPLIANCE
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TABLE OF CONTENTS
PROJECT SUMMARY……………………………………………………………………………..…2
PROCEDURES and REQUIREMENTS……………………….……………………………………...3 A. Term of the Agreement……………………………….…………………………………..3
B. Scope of Work…………………………………………….…………………………………3
C. Budget Detail………………………………………………………………..………………4
D. Reports……………………………………………………….………………………………..4
E. Claim Form and Payment……………………….……….………………………………..5
F. Grantee’s Covenants……………………………………………………………………….6
EXHIBIT A: TERMS and CONDITIONS………………………………………………………….….8 EXHIBIT B: ADDITIONAL TERMS AND CONDITIONS……………………………..…………….23 EXHIBIT C: CERTIFICATION OF COMPLIANCE FORM……………………….………………..29 EXHIBIT D: STATE REIMBURSABLE TRAVEL EXPENSES……………………….…………………35 DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 375 of 653
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PROJECT SUMMARY
Award Agreement between the California State Library and City of San Mateo for the Marina Library Reconstruction.

AWARD AGREEMENT NUMBER TSG-22-06
This Award Agreement (“Agreement”) is entered into upon execution of the award packet materials by and between the California State Library (“State Library”) and City of San Mateo (“Grantee”).

This Award Agreement pertains to Grantee’s State-funded project Marina Library Reconstruction.

The Library Development Services Bureau (“LDS”) of the State Library administers state and federal funds in the form of awards.

The Grantee was approved by the California Legislature and Governor to receive state funds in the amount of $1,300,000 through the legislative process and allocated by the State Library.

The State Library and the Grantee, for the consideration and under the conditions hereinafter set forth in the Grant Agreement, agree as follows:

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PROCEDURES and REQUIREMENTS
A. Term of the Agreement
The Grant term begins on the date of execution of the Agreement by both parties, until January 31,2025. If completion of the project occurs prior to the end of the grant period this will be the end date of the term of this agreement. Grant eligible program expenditures may begin no earlier than the start date. The project period ends on January 31,2025, and all grant project costs must be incurred by this date.

B. Scope of Work

1. Pursuant to the California Budget Act for the 2022-2023 Fiscal Year (Assembly Bill 179), the California State Library hereby allocates to the City of San Mateo, a sum not to exceed one million, three hundred thousand dollars ($1,300,000) (“Grant Funds”), upon and subject to the terms and conditions of this Grant Agreement for the Marina Library Reconstruction (“Agreement”).

2. Grantee agrees to perform all activities specifically identified in the Grantee’s submitted application and award packet.

3. The following activities and deliverables to be performed by the Grantee include, but are not limited to the following:
a. Maintain and keep records of expenditures related to the grant that are consistent with Generally Acceptable Accounting Practices (GAAP). b. Make financial records available to the State Library upon request. c. Work with the State Library staff to assure that funds are disbursed in compliance with the purpose of the grant.
d. Prepare and submit required narrative and financial reports. e. Procure equipment, and other supplies as needed for the project. f. Issue contracts for services, personnel, and consultants as needed for the project.
g. If applicable, make payments for services, including for hours worked and travel reimbursements, to consultants and contractors.
h. Oversee the implementation of project activities.

C. Budget Detail
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The State Library shall provide the Grantee funding for the expenses incurred in performing the activities specified in the Grantee’s award packet documentation.

The Grantee shall request the distribution of grant funding consistent with the approved project budget incorporated herein, and according to the payment schedule specified in this Agreement. Under no circumstances shall payments exceed the total grant amount identified in this Agreement.

D. Reports

1. The Grantee shall be responsible for submission of interim and final narrative and financial reports on the progress and activities of the project, to the State Library, using the sample report documents provided by the State Library. Visual documentation (e.g. still or video photography) will be required as part of each Narrative Report.

2. All the reports must be current, include all required sections and documents, and must be approved by the Grant Monitor before any payment request can be processed. Failure to comply with the specified reporting requirements may be considered a breach of this Agreement and result in the termination of the Agreement or rejection of the payment request and/or forfeiture by the Grantee of claims for costs incurred that might otherwise have been eligible for grant funding. Any problems or delays must be reported immediately to the Grant Monitor. The financial reports shall reflect the expenditures made by the Grantee under the Agreement and may be incorporated into the same reporting structure as the narrative reports.

3. The reports shall be submitted by the following dates:

Reporting
Period Report Due Date
Project Start Date
- June 2023
Financial Report and Narrative Report
Due
July 31, 2023
July 2023 -
December 2023
Financial Report, and Narrative Report
Due
January 31,
2024
January 2024 -
June 2024
Financial Report, and Narrative Report
Due
July 31, 2024
July 2024 –
January 2025
Final Financial Report, and Final
Narrative Report Due
February 28,
2025

4. Failure to submit timely reports with the appropriate documentation by the due date may result in rejection of the payment request and/or forfeiture by the Grantee of claims for costs incurred that might otherwise have been eligible for grant funding.

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5. The Grantee agrees to maintain records and supporting documentation pertaining to the performance of this grant, subject to possible audit for a minimum of five (5) years after final payment date or grant term end date, whichever is later. Please refer to Exhibit A, Terms and Conditions for more information.

E. Claim Form and Payment

1. The State Library shall provide the Grantee payment as outlined in the payment schedule only if all requirements for claiming the funds as outlined in this document have been met, and only for those activities and costs specified in the approved award packet documentation.

2. The Grantee shall complete, sign, and submit the Certification of Compliance form (Exhibit C) and the Financial Claim form (included in your award packet), to the State Library within 14 days of receiving this award packet. These forms will be issued, signed, and submitted using the online signature and agreement platform, DocuSign, unless DocuSign is unallowable or inconsistent with practices and policies of the local jurisdiction. If the use of DocuSign is not acceptable to the Grantee organization, please contact the grant monitor regarding alternate options.

3. Any of the sums appearing under the categories in the approved budget may be adjusted with prior authorization from the State Library Grant Monitor. This would be to increase the allotment with the understanding that there will be corresponding decreases in the other allotments so that the total amount paid by the State Library to the Grantee under this Agreement shall not exceed the awarded amount, which shall be expended/encumbered during the grant period.

4. If the payment amount made by the State Library exceeds the actual expenses incurred during the term of this Agreement, as reflected in the financial reports to be filed by the Grantee, the Grantee shall immediately refund the excess payment amount to the State Library.

5. The Award payments will only be made to the Grantee. It is the Grantee’s responsibility to pay all contractors and subcontractors for purchased goods and services.

6. The Final Payment of 10% will be withheld and retained by the State Library (if applicable) until all conditions agreed upon in this Agreement have been satisfied.

7. Prompt Payment Clause
The State Library will make payments to the Grantee in accordance with the Prompt Payment Clause under Government Code, section 927, et. seq. The DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 379 of 653
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Grantee may typically expect payment within 45 days from the date a grant payment request is properly submitted and approved by the Grant Monitor.

8. Budget Contingency Clause
a. It is mutually agreed that if the Budget Act of the current fiscal year or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall no longer be in full force and effect. In this event, the State Library shall have no liability to pay any funds whatsoever to the Grantee or to furnish any other considerations under this Agreement and the Grantee shall not be obligated to perform any provisions of this Agreement.
b. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this Program, the State Library shall have the option to either cancel this Agreement with no liability occurring to itself or offer an Agreement amendment to the Grantee to reflect the reduced amount.

F. Grantee’s Covenants
In consideration of Grantor’s disbursement of the Grant Funds, for a period of ten years following the completion of the grant period, Grantee hereby covenants and agrees as follows:

1. The Grant Funds shall be used for Marina Library Reconstruction.

2. The property shall be held, used, operated, managed and maintained only in a manner that is consistent with this Agreement.

3. Grantee shall pay before delinquency all taxes, assessments (general and special), fees, and charges of whatever description levied on or assessed against the property by competent authority (collectively “Taxes”) and shall furnish Grantor with satisfactory evidence of payment upon request. Grantee shall keep the property free from any liens including, without limitation, those arising out of any obligations incurred by Grantee for any labor or materials furnished or alleged to have been furnished to or for Grantee at or for use on the property.

4. The property (including any portion of it or any interest in it) shall not be sold, transferred, exchanged or otherwise conveyed without the written approval of the State of California, acting through the Legislature or the State Librarian, or its successor. Such approval shall not be unreasonably withheld as long as the property shall continue to be held and used only in a manner consistent with this Agreement, , and each successor-in-interest assumes and agrees in writing to be bound by the terms, covenants and conditions of this Agreement.

5. The property (including any portion of it or interest in it) may not be used as security for any debt without the written approval of the State of California, acting through the Legislature or the State Librarian, or its successor.

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EXHIBIT A: TERMS and CONDITIONS

1. Accessibility: The State is responsible for ensuring that public websites are accessible to both the general public and state employees, including persons with disabilities. Grantee shall assist the State in meeting its responsibility. Therefore, all project materials generated by state funded programs must meet the California Accessibility Standards. Additionally, all project materials designed, developed, and maintained shall be in compliance with the California Government Code, sections 7405 and 11135, and the Web Content Accessibility Guidelines 2.0, or a subsequent version, as published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success criteria.

However, if for some reason project materials are not generated to be in compliance to meet these standards, please still submit it to the State Library. When submitting the material make sure to note that the material is not accessible by including “NOT ACCESSIBLE” in the file name.

The State Library reserves the right to post project materials to its website that are in compliance with these standards.

2. Acknowledgment: The State of California and the State Library shall be acknowledged in all promotional materials and publications related to the Marina Library Reconstruction Project.
a. Grant award recipients must ensure that the State of California receives full credit as the source of funds and that the California State Library, likewise, is acknowledged as the administrator.
b. Publications and information releases about the project must credit the State of California. An appropriate statement for a publication or project press release is:
“This [publication/project] was supported in whole or in part by funding provided by the State of California, administered by the California State Library.”
Grantees must include the above statement in any publications, vehicle wraps, and promotional materials, including websites. If space is limited the State Library logo and the following shortened acknowledgement statement is acceptable:

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“Funding provided by the State of California.”
This credit line on products of a project, such as materials, is important to foster support from the public, and state funding sources.
c. California State Library Logo: Use of the State Library logo, which can be downloaded on the California State Library website, is required on any publication, vehicle wrap, or promotional material along with the above statement(s).
d. Project Photography: Photographs and videos are a great way to document your project. If obtaining still or video photography featuring members of the public, Grantees should obtain a photo release form. Grantees may use their organization’s image release form, or contact the State Library grant monitor for a sample image release form.

3. Agency: In the performance of this Agreement the Grantee and its agents and employees shall act in an independent capacity and not as officers, employees or agents of the State Library. The Grantee is solely responsible for all activities supported by the grant. Nothing in this Agreement creates a partnership, agency, joint venture, employment, or any other type of relationship between the parties. The Grantee shall not represent itself as an agent of the State Library for any purpose and has no authority to bind the State Library in any manner whatsoever.

4. Amendment: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties, and approved as required.

No oral understanding or agreement not incorporated into this Agreement is binding on any of the parties. This Agreement may be amended, modified, or augmented by mutual consent of the parties, subject to the requirements and restrictions of this paragraph.

5. Applicable Law: The laws of the State of California shall govern all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder. The parties hereby waive any right to any other venue. The place where the Agreement is entered into and place where the obligation is incurred is Sacramento County, California.

6. Assignment, Successors, and Assigns: The Grantee may not assign this Agreement or delegate its performance to any third-party person or entity, either in whole or in part, without the State Library’s prior written consent. The provisions of this Agreement shall be binding upon and inure to the benefit of the State Library, the Grantee, and their respective successors and assigns.

7. Audit and Records Access: The Grantee agrees that the State Library, the Department of General Services, the State Auditor, or their designated representatives shall have the right to review, audit, inspect and copy any records and supporting documentation pertaining to the performance of this DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 383 of 653
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Agreement. The Grantee agrees to maintain such records for possible audit for a minimum of five (5) years after the final payment, or grant term end date, whichever is later, unless a longer period of records retention is stipulated, or until completion of any action and resolution of all issues which may arise as a result of any litigation, dispute, or audit, whichever is later. The Grantee agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, the Grantee agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement.

Examples of audit documentation may include, but not limited to, competitive bids, grant amendments, if any, relating to the budget or work plan, copies of any agreements with contractors or subcontractors if utilized, expenditure ledger, payroll register entries, time sheets, personnel expenditure summary form, travel expense log, paid warrants, contracts and change orders, samples of items and materials developed with grant funds, invoices and/or cancelled checks.

8. Authorized Representative: Grantee and the State Library mutually represent that their authorized representatives have the requisite legal authority to sign on their organization’s behalf.

9. Communication: All communications from either party, including an interim check-in at any time during the grant term, shall be directed to the respective grant monitor or representative of the California State Library or Grantee. For this purpose, the following contact information is provided below:

City of San Mateo California State Library
Drew Corbett Wendy Amireh
330 W. 20th Ave. 900 N Street
San Mateo, CA 94403 Sacramento, CA 95814
[email protected] [email protected] (650) 522-7002 (916)603-7129

1. Confidentiality: Grantee will maintain as confidential any material it receives or produces that is marked Confidential or is inherently confidential or is protected by privilege. Grantee agrees to alert the State Library to this status in advance, and State Library agrees to maintain this status in conformity with the Public Records Act.

2. Contractor and Subcontractors: Nothing contained in this Agreement or otherwise shall create any contractual relation between the State and any contractor or subcontractors, and no contract or subcontract shall relieve the Grantee of his or her responsibilities and obligations hereunder. The Grantee agrees to be as fully responsible to the State for the acts and omissions of its DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 384 of 653
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contractors, subcontractors, volunteers, student interns, and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Grantee. The Grantee’s obligation to pay its contractors and subcontractors is an independent obligation from the State’s obligation to make payments to the Grantee. As a result, the State shall have no obligation to pay or to enforce the payment of any monies to any contractor or subcontractor.

3. Copyright: Grantee owns and retains titles to any copyrights or copyrightable material from any original works that it creates within the scope of this Agreement in accordance with the federal Copyright Act. (17 U.S.C. 101, et seq.) Grantee is responsible for obtaining any necessary licenses, permissions, releases, or authorizations to use text, images, or other materials owned, copyrighted, or trademarked by third parties and for extending such licenses, permissions, releases, or authorizations to the State Library pursuant to this section. Also, the State Library may upload, post or transmit copyrighted material produced or purchased with grant funds on a State Library website for public access and viewing.

4. Discharge of Grant Obligations: The Grantee's obligations under this Agreement shall be deemed discharged only upon acceptance and approval of the final report by State Library. If the Grantee is a non-profit entity, the Grantee’s Board of Directors shall accept and certify as accurate the final report prior to its submission to California State Library.

5. Dispute Resolution: In the event of a dispute, Grantee will discuss the problem informally with the Grant Monitor. If unresolved, the Grantee shall file a written “Notice of Dispute” with the State Library Grant Monitor within ten (10) days of discovery of the problem. Within ten (10) days of receipt of the Notice of Dispute, the Grant Monitor shall meet with the Grantee for purposes of resolving the dispute. Any dispute arising under the terms of this Agreement which is not disposed of within a reasonable period of time, the Grantee may bring it to the attention of the State Librarian or the designated representative. The decision of the State Librarian or designated representative shall be final. Unless otherwise instructed by the Grant Monitor, the Grantee shall continue with its responsibilities under this Agreement during any dispute.

6. Drug-free Workplace: The Grantee certifies under penalty of perjury under the laws of California, that the Grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code, § 8350 et. seq.) and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.

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b. Establish a Drug-Free Awareness Program to inform employees about all of the following:
1) The dangers of drug abuse in the workplace.
2) The Grantee’s policy of maintaining a drug-free workplace; 3) Any available counseling, rehabilitation and employee assistance programs.
4) Penalties that may be imposed upon employees for drug abuse violations.
c. Require that every employee who works on the project funded through this Agreement will:
1) Receive a copy of the Grantee’s drug-free workplace policy statement.
2) Agrees to abide by the terms of the Grantee’s statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and grantee may be ineligible for award of any future state agreements if the State Library determines that the grantee has made a false certification or violated the certification by failing to carry out the requirements as noted above.

7. Effectiveness of Agreement: This Agreement is of no force or effect until signed by both parties.

8. Entire Agreement: This Agreement supersedes all prior agreements, oral or written, made with respect to the subject hereof and, together with all attachments hereto, contains the entire agreement of the parties.

9. Exclusive Agreement: This is the entire Agreement between the State Library and Grantee.

10. Executive Order N-6-22-Russia Sanctions: The Grantee shall comply with Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate grant agreements with, and to refrain from entering any new grant agreements with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Grantee is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Grantee advance written notice of such termination, allowing Grantee at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

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11. Extension: The State Librarian or designee may extend the final deadline for good cause. The Grantee’s request for an extension of the grant period must be made in writing and received by the California State Library at least 30 days prior to the final deadline.

12. Failure to Perform: The grant being utilized by the Grantee is to benefit the Marina Library Reconstruction Project. If the Grant Monitor determines the Grantee has not complied with this Agreement, the Grantee may forfeit the right to reimbursement of any grant funds not already paid by the California State Library, including, but not limited to, the ten percent (10%) withheld.

13. Federal and State Taxes: The State Library shall not:
a. Withhold Federal Insurance Contributions Act (FICA) payments from Grantee’s payments or make FICA payments on the Grantee’s behalf; or b. Make Federal or State unemployment insurance contributions on Grantee’s behalf; or
c. Withhold Federal or State income taxes from Grantee’s payments Grantee shall pay all taxes required on payments made under this Agreement including applicable income taxes and FICA.

14. Force Majeure: Neither the State Library nor the Grantee, its contractors, vendors, or subcontractors, if any, shall be responsible hereunder for any delay, default, or nonperformance of this Agreement, to the extent that such delay, default, or nonperformance is caused by an act of God, weather, accident, labor strike, fire, explosion, riot, war, rebellion, sabotage, flood, or other contingencies unforeseen by the State Library or the Grantee, its contractors, vendors, or subcontractors, and beyond the reasonable control of such party.

15. Forfeit of Grant Funds and Repayment of Funds Improperly Expended: If grant funds are not expended, or have not been expended, in accordance with this Agreement, the State Librarian or designee, at his or her sole discretion, may take appropriate action under this Agreement, at law or in equity, including requiring the Grantee to forfeit the unexpended portion of the grant funds, including, but not limited to, the ten percent (10%) withhold, and/or to repay to the State Library any funds improperly expended.

16. Fringe Benefit Ineligibility: Grantee agrees that neither the Grantee nor its employees and contract personnel are eligible to participate in any employee pension, health benefit, vacation pay, sick pay or other fringe benefit plan of the State of California or the State Library.

17. Generally Accepted Accounting Principles: The Grantee is required to use Generally Accepted Accounting Principles in documenting all grant expenditures.

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18. Grant Monitor: The Grant Monitor’s responsibilities include monitoring grant progress, and reviewing and approving Grant Payment Requests and other documents delivered to the California State Library pursuant to this Agreement.

The Grant Monitor may monitor Grantee performance to ensure Grantee expends grant funds appropriately and in a manner consistent with the terms and conditions contained herein. The Grant Monitor does not have the authority to approve any deviation from or revision to the Terms and Conditions (Exhibit A and B) or the Procedures and Requirements unless such authority is expressly stated in the Procedures and Requirements.

19. Grantee: The government or legal entity to which a grant is awarded and which is accountable to the State Library for the use of the funds provided. a. The grantee will make reports to the State Librarian in such form and containing such information as may be required to ensure the proper used of funds consistent with the grantee’s application, and award agreement and accompanying documentation submitted. The grantee will keep such records and afford such access as the State Library may find necessary to assure the correctness and verification of such reports.

20. Grantee Accountability: The Grantee is ultimately responsible and accountable for the manner in which the grant funds are utilized and accounted for and the way the grant is administered, even if the Grantee has contracted with another organization, public or private, to administer or operate its grant project. In the event an audit should determine that grant funds are owed to the State Library, the Grantee is responsible for repayment of the funds to the State Library.

21. Grantee Funds: It is mutually agreed that the Grantee is responsible for furnishing funds beyond the grant award that may be necessary to complete the project.

22. Independent Action: Grantee reserves the right to fulfill its obligations under this Agreement in an independent manner, at any location and at any time within the agreed-upon timeline. Grantee’s employees or contract personnel shall perform all services required by this Agreement, but their time need not be devoted solely to fulfilling obligations under this Agreement. Grantee shall furnish all equipment and materials used to meet its obligations, and complete the Project. The State Library shall not provide any personnel or other resources beyond the grant award and is not required to provide training in connection with this Agreement.

23. Indemnification: Grantee agrees to indemnify, defend and save harmless the State of California, the State Library and its officers, employees, and agents, from any and all claims, losses, and liabilities accruing or resulting to any and all contractors, subcontractors, suppliers, laborers and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 388 of 653
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accruing or resulting to any person, firm or corporation who may be injured or damaged by Grantee in the performance of this Agreement.

24. License to Use: The State Library reserves a fully paid-up, royalty-free, nonexclusive, sub-licensable and irrevocable license to reproduce, publish, prepare derivative works, distribute or otherwise use, and to authorize third parties to use, any material received or maintained by Grantee in connection with this Agreement. This includes intellectual property, with or without third-party rights. All such usages will be for public library and State governmental purposes:
a. The copyright in any work developed under this grant, sub-grant, or contract under this grant or sub-grant; and
b. Any rights of copyright to which a Grantee, sub-grantee, or a contractor purchases ownership with grant support.

25. Limitation of Expenditure: Expenditure for all projects must conform to the Grantee’s approved budget and with applicable State laws and regulations. The total amount paid by the State Library to the Grantee under this Agreement shall not exceed $1,300,000 and shall be expended/encumbered in the designated award period.

During the award period, the Grantee may find that the approved budget may need to be modified. Budget changes, requests for additional funds, or requests for reductions in award funding must be discussed with the assigned State Library Grant Monitor and a Grant Award Modification may be required to be submitted according to the instructions. Approval is by the State Librarian or their designee. Adjustments should be reported on the next financial report. Any adjustments in approved budgets must be documented and documentation retained in project accounts.

26. Lobbying: Grantee confirms that the grant funds will not be used for the purposes of lobbying or otherwise attempting to influence legislation, as those purposes are defined by the U.S. Internal Revenue Code of 1986.

27. Non-Discrimination Clause: During this grant period, the Grantee and the Grantee’s contractors, and subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, age, sexual orientation, or military and veteran status. Grantee shall insure that the evaluation and treatment of contractors, employees and applicants for employment are free from such discrimination and harassment.

Additionally, Grantee, contractors, and subcontractors, if applicable, shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 389 of 653
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§11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§ 11135-11139.5), and the regulations or standards adopted by the State Library to implement such article.

Grantee shall permit access by representatives of the Department of Civil Rights and the State Library upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or the State Library shall require ascertaining compliance with this clause. Grantee, and its contractors, and subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.) Grantee shall include the non-discrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under the Agreement.

28. Notices: All notices and other communications in connection with this Agreement shall be in writing, and shall be considered delivered as follows:
a. Electronic Mail (Email): When sent by e-mail to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission.
b. DocuSign (e-signature platform): When sent via DocuSign a notification will be sent to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission.
c. Grants Management System: When sent via / uploaded to the State Library Grants Management System, a notification will be sent to the last email address of the recipient known to the party giving notice. Notice is effective upon transmission.
d. Personally: When delivered personally to the Grantee’s physical address as stated in this Agreement.
e. U.S. Mail: Five days after being deposited in the U.S. Mail, postage prepaid, and addressed to Grantee’s address as stated in this Agreement.

29. Order of Precedence: The performance of this Agreement shall be conducted in accordance with the Terms and Conditions, Procedures and Requirements, Certificate of Compliance, Project Description, Timeline and Budget, of this Agreement, or other combination of exhibits specified on the Grant Agreement Coversheet attached hereto (collectively referred to as “Terms”). Grantee’s State Library-approved Application (Grantee’s Application) is hereby incorporated herein by this reference. In the event of conflict or inconsistency between the articles, exhibits, attachments, specifications or provisions that constitute this Agreement, the following order of precedence shall apply:
a. Grant Agreement and any Amendments thereto
b. Terms and Conditions (Exhibit A to the Grant Agreement) c. Procedures and Requirements
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d. Certificate of Compliance (Exhibit C to the Grant Agreement) e. Project Description
f. Grantee’s approved outputs from the submitted application (including Budget and Timeline submitted as part of the required award documents) g. All other attachments hereto, including any that are incorporated by reference.

30. Payment:
a. The approved Budget, if applicable, is attached hereto and incorporated herein by this reference and states the maximum amount of allowable costs for each of the tasks identified in the Timeline submitted as part of the required award documents. The State Library shall provide funding to the Grantee for only the work and tasks specified in the list of approved outputs at only those costs specified in the Budget submitted as part of the required award documents and incurred in the term of the Agreement.
b. The Grantee shall carry out the work described in the Timeline in accordance with the approved Budget and shall obtain the Grant Monitor’s written approval of any changes or modifications to the Timeline, approved project outputs, or the approved Budget prior to performing the changed work or incurring the changed cost. If the Grantee fails to obtain such prior written approval, the State Librarian or designee, at his or her sole discretion, may refuse to provide funds to pay for such work or costs.
c. The Grantee shall request funds in accordance with the funding schedule included in this Agreement.
d. Ten percent (10%) will be withheld from the Payment Request (if applicable) and paid at the end of the grant term, when all reports and conditions stipulated in this Agreement have been satisfactorily completed. Failure by the grantee to satisfactorily complete all reports and conditions stipulated in this Agreement may result in forfeiture of any such funds withheld.
e. Lodgings, Meals and Incidentals: Grantee’s eligible costs are limited to the amounts authorized in the California State Administrative Manual (see Exhibit C or contact the Grant Monitor for more information). f. Payment will be made only to the Grantee.
g. Reimbursable expenses shall not be incurred unless and until the executed grant agreement is complete.

31. Personal Jurisdiction: The Grantee consents to personal jurisdiction in the State of California for all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties.

Native American Tribal grantees expressly waive tribal sovereign immunity as a DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 391 of 653
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defense to any and all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties.

32. Personnel Costs: Any personnel expenditures to be paid for with grant funds must be computed based on actual time spent on grant-related activities and on the actual salary or equivalent hourly wage the employee is paid for their regular job duties, including a proportionate share of any benefits to which the employee is entitled.

33. Pledge: This Agreement shall not be interpreted to create any pledge or any commitment by the State Library to make any other or further grants or contributions to Grantee, or any other person or entity in connection with the Project. It is mutually agreed that Grantee is responsible for furnishing funds beyond the grant award that may be necessary to complete outcomes or deliverables.

34. Privacy Protection: Both parties agree to protect the confidentiality of any nonpublic, personal information that may be contained in materials received or produced in connection with this Agreement, as required by Civil Code, section 1798, et. seq.

35. Prohibited Use: The expenditure under this program shall not be used to supplant Grantee efforts in other grant programs provided by the State Library.

36. Public Records Act: Material maintained or used by the State Library is considered “public record” under the Public Records Act (PRA) at Government Code, sections 6250, et. seq. This includes the Interim and Final reports, and any other written communications between the parties. Grantee agrees to ensure that all content contained in its written reports are appropriate for publication.

Said material, along with all other reports, documentation and data collected during the term of the Agreement, will be subject to disclosure unless it qualifies for exemption under the PRA in whole or in part. Grantee agrees to alert the State Library as to a basis for exemption, if any exists.

37. Publicity Obligations: Grantee will notify the State Library of any promotional materials or publications resulting from the grant no later than five (5) days in advance of distribution, whether they are print, film, electronic, or in any other format or medium. Copies of all promotional materials will be provided to the State Library. Grantee will acknowledge the State Library’s support as noted above. Grantee agrees that the State Library may include information about this grant and its outcomes in its own annual reports, with specific reference to Grantee, and may distribute such information to third parties.

38. Records: Communications, grant related documents, data, original receipts, and invoices must be maintained by Grantee and shall be made available to the State Library upon request. Grantee agrees to maintain adequate grant program records and adequate financial records consistent with generally DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 392 of 653
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accepted accounting practices, and to retain all records for at least five (5) years after the end-of-term. The State Library may monitor or conduct an onsite evaluation of Grantee’s operation to ensure compliance with this Agreement, with reasonable advance notice.

39. Reduction of Waste: In the performance of this Agreement, Grantee shall take all reasonable steps to ensure that materials purchased or utilized in the course of the project are not wasted. Steps should include, but not be limited to: the use of used, reusable, or recyclable products; discretion in the amount of materials used; alternatives to disposal of materials consumed; and the practice of other waste reduction measures where feasible and appropriate.

40. Reimbursement Limitations: Under no circumstances shall the Grantee seek reimbursement pursuant to this Agreement for a cost or activity that has been or will be paid for through another funding source. The Grantee shall not seek reimbursement for any costs used to meet cost sharing or matching requirements of any other State Library funded program.

41. Reports and Claims: It is the responsibility of the grantee make the required reports and claims to the California State Library.
a. The Grantee shall be responsible for submitting to the State Library Narrative Reports detailing progress and activities. The reports are due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.
b. The Grantee shall be responsible for submitting to the State Library Financial Reports reflecting Grantee expenditure activity. The reports are due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.
c. To obtain payment hereunder, the Grantee shall submit authorized claims provided by the State Library for that purpose, on each of the following mentioned dates for payment, and the State Library agrees to reimburse the Library as soon thereafter as State fiscal procedures will permit. d. The final 10% of the grant award (if applicable) is payable only upon approval of all reports and receipt of claim form. Failure to provide timely reports is a serious breach of an award recipient’s administrative duty under the award.
e. Payment will be provided to cover the expenditures incurred by the Grantee for the project in the following manner:
1) $650,000 upon the receipt and approval, by the State Library, of the submission of all required documents as stated in the award letter; execution of the agreement, certification, and claim form by the Grantee organization.
2) The second payment in the amount of $520,000 after the submission and approval of the first narrative and financial reports and receipt, by the State Library, of a completed claim form unless:

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i. The grantee needs the funding prior to the July date in order for the project to progress. To obtain funding prior to July 31, 2023, the grantee must provide documentation to the grant monitor demonstrating effectively either (a) that the first award payment has been spent, or (b) why the second installment is needed in advance of the scheduled payment.
ii. The grantee’s July 31, 2023, financial report demonstrates that they have not spent any of their initial payment. The second payment will be held until the Grantee demonstrates effectively that their project is moving forward and additional funding is needed.
3) A final payment in the amount of $130,000 will be made upon submission and approval of the final interim grant report and financial claim form.

42. Self-Dealing and Arm’s Length Transactions: All expenditures for which reimbursement pursuant to this Agreement is sought shall be the result of arm’slength transactions and not the result of, or motivated by, self-dealing on the part of the Grantee or any employee or agent of the Grantee. For purposes of this provision, “arm’s-length transactions” are those in which both parties are on equal footing and fair market forces are at play, such as when multiple vendors are invited to compete for an entity’s business and the entity chooses the lowest of the resulting bids. “Self-dealing” is involved where an individual or entity is obligated to act as a trustee or fiduciary, as when handling public funds, and chooses to act in a manner that will benefit the individual or entity, directly or indirectly, to the detriment of, and in conflict with, the public purpose for which all grant monies are to be expended.

43. Severability: If any part of this Agreement is found to be unlawful or unenforceable, such provisions will be voided and severed from this Agreement, but the remainder of the provisions in the Agreement will remain in full force and effect.

44. Site Visits: The Grantee shall allow the State Library to access and conduct site visits, with reasonable notice, at which grant funds are expended and related work being performed at any time during the performance of the work and for up to ninety (90) days after completion of the work, or until all issues related to the grant project have been resolved. A site visit may include, but not be limited to, monitoring the use of grant funds, providing technical assistance when needed, and visiting the State funded project.

45. Termination: The Agreement shall be subject to termination by the State Librarian or designee upon notice to the Grantee at least thirty (30) days prior to the effective date of termination. In the event this Agreement is terminated, the Grantee shall deliver to the State Librarian copies of all reports, accounting, data, and materials prepared up to the date of termination. The State Librarian DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 394 of 653
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shall determine and pay the Grantee for necessary and appropriate expenditures and obligations up to the date of termination which have not been covered by prior installments previously paid to the Grantee. Upon such termination, the unused portion of the grant award must be returned to the State Library within 45 days. If funding has been advanced to the Grantee, any unobligated balances, as determined by the State Librarian, shall be returned to the State Library within 45 days of the notice of termination.

46. Timeline: Time is of the essence to this Agreement. It is mutually agreed between the parties that the Budget and the Timeline included therein are part of the Agreement.

47. Unused Funds: At the end-of-term Grantee agrees to return any unexpended or unaccounted for funds to the State Library, or to submit a written request for an extension of the grant period. Funds will be considered unexpended or unaccounted if they were: (1) not used for their intended purpose, or (2) used inconsistent with the terms of this Agreement.

Funds will also be considered unaccounted for, and must be returned, if the proposal outcomes or deliverables are materially incomplete by the end-of-term or earlier termination, as determined by the State Library in its sole discretion.

48. Waiver of Rights: The State Library shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by State Library. No delay or omission on the part of State Library in exercising any rights shall operate as a waiver of such right or any other right. A waiver by State Library of a provision of this Agreement shall not prejudice or constitute a waiver of State Library’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by California State Library, nor any course of dealing between the State Library and Grantee, shall constitute a waiver of any of State Library’s rights or of any of Grantee’s obligations as to any future transactions. Whenever the consent of State Library is required under this Agreement, the granting of such consent by State Library in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of the State Library.

49. Work Products: Grantee shall provide the State Library with copies of all final products identified in the Work Plan and Application. Grantee shall also provide the State Library with copies of all public education and advertising material produced pursuant to this Agreement.

50. Worker’s Compensation: The State of California will not provide Workers’ Compensation insurance for Grantee or Grantee’s employees or contract personnel. If Grantee hires employees to perform services required by this DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 395 of 653
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Agreement, Grantee shall provide Workers’ Compensation insurance for them.

The Grantee is aware of Labor Code Section 3700, which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the Labor Code, and the Grantee agrees to comply with such provisions before commencing the performance of the work of this Agreement.

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EXHIBIT B: ADDITIONAL TERMS AND CONDITIONS

1. California Building Codes: Activities funded under this Agreement, regardless of funding source, must be in compliance with all applicable California Building Codes (Cal Code Regs., Title 24).

2. California Environmental Quality Act: Activities funded under this Agreement, regardless of funding source, must be in compliance with the California Environmental Quality Act (CEQA) (Public Resources Code section 21000 et seq.).

Information on CEQA may be found in the California State Clearinghouse Handbook.

3. Changes in a project: Any proposed change in the project requested by the Grantee, which would change the information provided during the application process, requires approval from the State Librarian prior to execution. The State Librarian shall have the sole authority to determine if a proposed change by the Grantee is approved or not approved. The State Librarian's decision is final and binding.

4. Compliance with Laws; Consents and Approvals: Grantee will comply with all applicable laws, ordinances, rules and regulations of federal, state and local governments and agencies having jurisdiction over either the Grantee, the Property, or the project, and with all applicable directions, rules and regulations of the Fire Marshal, health officer, building inspector and other officers of any such government or agency. All permits, consents, permissions and licenses required by any federal, state or local government or agency to which Recipient, the Property, or the Infrastructure Project is subject, which may be necessary in relation to this Agreement, development, construction or ownership of the Infrastructure Project, at or prior to the commencement of construction, have been, or will be, obtained, and none of such consents, permissions and licenses are subject to appeal or to conditions which have not been met.

5. Contractors and Subcontractor: For the performance of all construction work on the Project, Grantee agrees to use a licensed general contractor or contractors (“Contractor”), in good standing, in order to complete the work described in the grant application. The Grantee hereby certifies that the Contractor is in good standing with the California State Contractors' License Board. The Grantee shall only contract with contractors who are licensed and shall ensure that the Contractor DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 397 of 653
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and any successor thereto shall only contract with subcontractors, that are also so licensed.

6. Contractor Insurance/Bond: Grantees shall be responsible for ensuring that any contractors/subcontractors hired for grant-funded work have all relevant bonds and insurance in place in compliance with prevailing wage and other applicable state and federal laws, the Department of Industrial Relations, and the Department of Consumer Affairs Contractors State License Board requirements.

Insurance:
a. Casualty Insurance
i. The Contractor shall procure and maintain insurance on all of its operations with companies acceptable to the State as follows:
1) The Contractor shall keep all insurance in full force and effect from the beginning of the work through contract acceptance.
2) The Contractor shall maintain completed operations coverage with a carrier acceptable to the State through the expiration of the patent deficiency in construction statute of repose set forth in Code of Civil Procedure Section 337.1.
b. Workers’ Compensation and Employer’s Liability Insurance i. In accordance with Labor Code Section 1860, the Contractor shall secure the payment of worker's compensation in accordance with Labor Code Section 3700.
ii. In accordance with Labor Code Section 1861, the Contractor shall submit to the Grantee the following certification before performing the work:
1) I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. iii. Contract execution constitutes certification submittal. iv. The Contractor shall provide Employer's Liability Insurance in amounts not less than:
1) $1,000,000 for each accident for bodily injury by accident 2) $1,000,000 policy limit for bodily injury by disease 3) $1,000,000 for each employee for bodily injury by disease v. If there is an exposure of injury to the Contractor's employees under the U.S.

Longshoremen's and Harbor Workers' Compensation Act, the Jones Act, or under laws, regulations, or statutes applicable to maritime employees, coverage shall be included for such injuries or claims. c. General Liability Insurance
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i. The Contractor shall carry General Liability and Umbrella or Excess Liability Insurance covering all operations by or on behalf of the Contractor providing insurance for bodily injury liability and property damage liability for the following limits and including coverage for:

A. Premises, operations, and mobile equipment
B. Products and completed operations
C. Broad form property damage (including completed operations) D. Explosion, collapse, and underground hazards
E. Personal injury
F. Contractual liability
ii. The Contractor shall not require certified Small Business subcontractors to carry Liability Insurance that exceeds the limits in Section (d)(i), "Liability Limits/Additional Insureds," of these specifications. The maximum required Liability Insurance limits in Section (d)(i), "Liability Limits/Additional Insureds," of these specifications shall apply to certified Small Business subcontractors for work performed on the project, regardless of tier. The provisions of Section (d)(i), "Liability Limits/Additional Insureds," shall be included in all subcontracts for all tiers.

Public works construction projects, as defined in Labor Code Section 1720 et seq, must meet prevailing wage requirements. California law requires that workers are not paid less than the general prevailing rate of per diem wages on public works projects.
d. LIABILITY LIMITS/ADDITIONAL INSUREDS
i. The limits of liability shall be at least the amounts shown in the following table:

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Construction
Contract
Amount 4
For Each
Occurrence1
Aggregate
for
Products/
Completed
Operation
General
Aggregate2
Umbrella or
Excess
Liability3
≤$1,000,000 $1,000,000 $2,000,000 $2,000,000 $5,000,000 >$1,000,000
≤$15,000,000 $1,000,000 $2,000,000 $2,000;000 $10,000,000 >$15,000,000
≤$25,000,000 $2,000,000 $2,000,000 $4,000,000 $15,000,000 >$25,000,000 $2,000,000 $2,000,000 $4,000,000 $25,000,000

1. Combined single limit for bodily injury and property damage.

2. This limit shall apply separately to the Contractor's work under this contract.

3. The umbrella or excess policy shall contain a clause stating that it takes effect (drops down) in the event the primary limits are impaired or exhausted. "Construction Contract Amount" is the total amount of the construction contract all or a portion of which is funded with Building Forward Grant funds.

7. Delay: Grantee shall promptly notify the State Library in writing of any event causing delay or interruption of the project beyond the scheduled timeline. The notice shall specify the work delayed and the cause and period of each delay.

8. Documentation: Grantees shall provide to the State Library photographic documentation of the project site prior to the start of the project, during the project, and upon completion of the project.

9. Grantee’s Responsibility: Grantee and its representatives shall:
a. Faithfully and expeditiously perform or cause to be performed all project work as described in the application, timeline/activities, and budget submitted by the Grantee.
b. Accept and agree to comply with all terms, provisions, conditions, and written commitments of this Agreement, including all incorporated documents, and to fulfill all assurances, declarations, representations, and statements made by Grantee in the application, documents, amendments, and communications filed in relation to the grant funds.
c. Comply with all applicable California laws and regulations. d. Implement the project in accordance with applicable provisions of the law. e. Fulfill their obligations under the Agreement and be responsible for the performance and completion of the project.
f. Follow all applicable local, state and/or federal laws pertaining to the expenditure of funds.

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g. Retain any bid, contracts, and any other pertinent documentation. Likewise, all local, state, and federal permits required for construction projects must be acquired by the grantee and retained for a period of five (5) years after the end of the grant period.

10. Inspection of the Project: The State Library shall have the right to inspect the project during the grant term. Grantee shall deliver to the State Library any inspection reports prepared, to the extent available to the Grantee. Inspection of the project shall be for the sole purpose of protecting the State of California’s interest and is not to be construed as a representation by the State Library that there has been compliance with plans or that the project will be free of faulty materials or workmanship. The Grantee can make or cause to be made such other independent inspections as the Grantee may desire for its own protection.

11. Interest: Any interest earned on grant funds held by the Grantee shall be contributed to the Marina Library Reconstruction Project.

12. Maintenance and Operation: The Grantee is responsible for ensuring that grant projects funded by the State of California are maintained and operated in the same condition as when the project was completed; normal wear and tear is accepted.

Maintenance and operations standards should be adopted upon completion of the project.

13. Permits, Licenses, Approvals, and Legal Obligations: Grantee shall be responsible for obtaining any and all permits, licenses, and approvals required for performing any work under this Grant Agreement, including those necessary to perform design, construction, or operation and maintenance of the Project(s). Grantee shall be responsible for observing and complying with any applicable federal, state, and local laws, rules or regulations affecting any such work, specifically those including, but not limited to, environmental, procurement, and safety laws, rules, regulations, and ordinances. Grantee shall be prepared to provide copies of permits and approvals to the State Library should the State Library request copies.

14. Relationship of Parties: If applicable, Grantee is solely responsible for design, construction, and operation and maintenance of projects within the project application and timeline. Review or approval of plans, specifications, bid documents, or other construction documents by State is solely for the purpose of proper administration of funds by State and shall not be deemed to relieve or restrict responsibilities of Grantee under this Grant Agreement.

15. Use of Funds: Grantee agrees that the grant funds shall be expended only in accordance with the applicable statutes and Grant Guidelines governing the Program, and only for the purposes and activities set forth in this Agreement and the Grantee’s approved outputs, budget, and timeline completed as part of the award packet documentation. The grant funds shall be used exclusively for the payment of, or reimbursement for, approved costs as shown in the project budget completed DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 401 of 653
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as part of the award packet documentation or the amended budget as approved in writing by the State Library. Such payment of costs to be made only after the costs have been incurred by the Grantee. “Approved Costs” shall mean all hard and soft eligible costs under the project (and modifications thereto), which were approved, or will be approved by the State Library, which are needed for the completion of the project, in accordance with application.

16. Use of site: The facility, or the part thereof, acquired, constructed, or remodeled, upgraded, or rehabilitated with funds received as part of the Targeted State Grant program will be used as the Marina Library detailed in the project description for a period of not less than 10 years following completion of the grant period.

17. Withdrawal of a Project: If it is determined by the grant recipient that a project cannot be completed within the scope of the approved application, the project may be withdrawn by the Grantee prior to the completion of fifty percent of the project. Upon withdrawal of a project, all unspent funding must be returned to the State Library along with a completed detailed expenditure form showing how any unreturned funds were spent.

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EXHIBIT C: CERTIFICATION OF COMPLIANCE FORM

1. AUTHORIZED REPRESENTATIVE: I certify that the authorized representative named below is the legally designated representative of the Grantee for this Grant Agreement and project and is authorized to receive and expend funds in order to implement this grant-funded project.

I certify that all information provided to the California State Library for review in association with this award is correct and complete to the best of my knowledge, and as the authorized representative of the Grantee, I commit to the conditions of this award, and I have the legal authority to do so.

I certify that any or all other participants or contractors in the grant-funded project have agreed to the terms of the Award Agreement and have entered into an agreement(s) concerning the final disposition of equipment, facilities, and materials purchased for this project from the funds awarded for the activities and services described in the attached award packet, as approved and/or as amended by the California State Librarian.

The authorized representative, on behalf of the Grantee, certifies that the Grantee will comply with all applicable requirements of State and Federal laws, regulations, and policies governing this project, to include the requirements listed below in this Certification of Compliance Form.

2. The authorized representative, on behalf of the Grantee, hereby certifies to the California State Library, for an award of funds in the amount $1,300,000. This award will fund Marina Library Reconstruction as set forth in the list of approved outcomes, Timeline and Budget as approved and/or as amended by the California State Librarian.

3. The authorized representative, on behalf of the Grantee, hereby certifies that the project property, or a part thereof, will be used as the Marina Library detailed in the project description for a period of not less than 10 years following completion of the grant period.

4. STATEMENT OF COMPLIANCE: Grantee has, unless exempted, complied with the non-discrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2, Section 11102).

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5. DRUG-FREE WORKPLACE REQUIREMENTS: Grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free workplace; 3) any available counseling, rehabilitation and employee assistance programs; and,
4) penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and, 2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Grantee may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Grantee has made false certification or violated the certification by failing to carry out the requirements as noted above. (Gov. Code § 8350 et. seq.)

6. CONFLICT OF INTEREST: Grantee needs to be aware of the following provisions regarding current or former state employees. If Grantee has any questions on the status of any person rendering services or involved with the Agreement, the California State Library must be contacted immediately for clarification.

Current State Employees (Pub. Contract Code § 10410):
a. No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment.
b. No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (Pub. Contract Code § 10411):
a. For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 404 of 653
City of San Mateo
2022-2023 TSG-22-06

Page 31 of 38 ends

part of the decision-making process relevant to the contract while employed in any capacity by any state agency.
b. For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

If Grantee violates any provisions of above paragraphs, such action by Grantee shall render this Agreement void. (Pub. Contract Code § 10420).

Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub. Contract Code § 10430 (e)).

7. LABOR CODE/WORKERS' COMPENSATION: Grantee needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Grantee affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code § 3700).

8. AMERICANS WITH DISABILITIES ACT: Grantee assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et. seq.)

9. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all Grantees that are not another state agency or other governmental entity.

10. DRUG FREE WORKPLACE:
a. Continue to provide a drug-free workplace by complying with the requirements in 2 C.F.R. part 3186 (Requirements for Drug-Free Workplace (Financial Assistance)). In particular, the recipient must comply with drug- free workplace requirements in subpart B of 2 C.F.R. part 3186, which adopts the Governmentwide implementation (2 C.F.R. part 182) of sections 5152-5158 of the Drug-Free Workplace Act of 1988 (P. L. 100-690, Title V, Subtitle D; 41 U.S.C. §§ 701-707). b. This includes but is not limited to: making a good faith effort, on a continuing basis, to maintain a drug-free workplace; publishing a drug-free workplace statement; establishing a drug-free awareness program for the employees; taking actions concerning employees who are convicted of violating drug statutes in the workplace.

11. ACCESSIBILITY: The organization receiving this award, as listed in the certification section below, and all project staff, will ensure all project materials will meet California accessibility standards.

DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 405 of 653
City of San Mateo
2022-2023 TSG-22-06

Page 32 of 38 ends

12. NON-DISCRIMINATION: The organization receiving this award, as listed in the certification section below, and all project staff, agree to comply with all California non-discrimination laws.

13. ACKNOWLEDGEMENT: The organization receiving this award, as listed in the certification section below, and all project staff, agree to comply with California State Library acknowledgement requirements.

DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 406 of 653
City of San Mateo
2022-2023 TSG-22-06

Page 33 of 38 ends

Certification

ORGANIZATION
Name: Address (official and complete):

PROJECT COORDINATOR
Name:

Email: Phone:

GRANTEE AUTHORIZED REPRESENTATIVE
Name: Title:

Email: Phone:

Signature: Date:

DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 [email protected]
City of San Mateo
3/20/2023
650 522 7308
City Manager
650 522 7002
Evan Albert
[email protected]
330 W. 20th Avenue San Mateo, CA 94403
Drew Corbett
407 of 653
City of San Mateo
2022-2023 TSG-22-06

Page 34 of 38 ends

Authorized Representative Signature

ORGANIZATION
Name: Address (official and complete):

AUTHORIZED REPRESENTATIVE
Signature: Date:

Printed Name of Person Signing: Title:

STATE OF CALIFORNIA
Agency Name: California State Library Address: 900 N Street, Sacramento, CA 95814 Signature: Date:

Printed Name of Person Signing:

Greg Lucas
Title:

California State Librarian
DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 3/20/2023
City of San Mateo 330 W. 20th Avenue San Mateo, CA 94403 City Manager
Drew Corbett
3/20/2023
408 of 653
City of San Mateo
2022-2023 TSG-22-06

Page 35 of 38 ends

EXHIBIT D: STATE REIMBURSABLE TRAVEL EXPENSES
Rates are subject to change per State of California, Department of Human Resources Please Check State of California, Department of Human Resources Website for updated expenses:
http://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx Mileage:

Rate subject to
change
For the current milage rate visit
http://www.calhr.ca.gov/employees/pages/travelreimbursements.aspx – approved business/travel expense
Meals:

Receipts are
required
$7.00 – Breakfast
$11.00 – Lunch
$23.00 – Dinner
$5.00 - Incidentals
Meals Note: Lunch can only be claimed if travel is more than 24 hours. Incidental charge may be claimed once for every 24-hour period and should cover incidental expenses, such as but not limited to, tip, baggage handling, etc.

Hotel:

Receipts are required
and MUST have a
zero balance.
$ 90.00 plus tax for all counties/cities not listed below $ 95.00 plus tax for Napa, Riverside, and Sacramento
Counties
$ 110.00 plus tax for Marin County
$ 120.00 plus tax for Los Angeles, Orange, and
Ventura Counties, and Edwards AFB. Excluding the
city of Santa Monica
$ 125.00 plus tax for Monterey and San Diego
Counties
$ 140.00 plus tax for Alameda, San Mateo and Santa
Clara Counties
$ 150.00 plus tax for the City of Santa Monica
$ 250.00 plus tax for San Francisco County
Out of State: Prior authorization must be obtained, as
well as three print-out hotel quotes. Actual receipt
must be included with authorization and
additional quotes.

DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 409 of 653
City of San Mateo
2022-2023 TSG-22-06

Page 36 of 38 ends

Hotel Note: If the above approved reimbursable hotel rates cannot be secured, please contact your grant monitor to obtain an excess lodging form. This form must be approved prior to actual travel.

AIRLINE TICKETS:

Itinerary and receipts
are required
Actual reasonable fees pertaining to airline travel will be reimbursed. Business, First Class, or Early Bird
Check-in fee is not an approved reimbursable
expense.

DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 410 of 653
November 1, 2022
RE: Contractor and Grantee Compliance with Economic Sanctions Imposed in Response to Russia’s Actions in Ukraine
Dear Grantee,
You are receiving this notification because you currently have an active grant through the California State Library.

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (EO) regarding sanctions in response to Russian aggression in Ukraine. The EO is located at https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia-Ukraine-ExecutiveOrder.pdf.

The EO directs all agencies and departments that are subject to the Governor’s authority to take certain immediate steps, including notifying all contractors and grantees of their obligations to comply with existing economic sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law.

This correspondence serves as a notice under the EO that as a contractor or grantee, compliance with the economic sanctions imposed in response to Russia’s actions in Ukraine is required, including with respect to, but not limited to, the federal executive orders identified in the EO and the sanctions identified on the U.S. Department of the Treasury website (https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and-countryinformation/ukraine-russia-related-sanctions). Failure to comply may result in the termination of contracts or grants, as applicable.

Please note that for any agreements or grants valued at $5 million or more, a separate notification will be sent outlining additional requirements specified under the EO.

Annly Roman
Grants and Bureau Operations Manager
California State Library
900 N Street
Sacramento, CA 95814
DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 411 of 653

TARGETED GRANT

FINANCIAL CLAIM
1st PAYMENT

CERTIFICATION
I hereby certify under penalty of perjury: that I am the duly authorized representative of the claimant herein; that this claim is in all respects true, correct and in accordance with law and the terms of the agreement; and that payment has not previously been received for the amount claimed herein.

By
(Signature of the Authorized Representative)
(Print Name) (Title)
*Legal payee name must match the payee’s federal tax return. Warrant will be made payable to payee name. Payee discrepancies in name and/or address may cause delay in payment. If you need to change payee name and/or address, please contact Fiscal Services at [email protected].

State of California, State Library Fiscal Office
ENY: 2022 ITEM NO: 6120-1613-0001, Chapter 249, Statutes of 2022 PURCHASING AUTHORITY NUMBER: CSL-6120 REPORTING STRUCTURE: 61202000 COA: 5432000 PROGRAM #: 5312
FAIN: N/A
By Date
(State Library Representative)
Grant Award #: TSG-22-06 Date:

Invoice #: TSG-22-06-01 PO #:

Payee Name: City of San Mateo
(Legal name of authorized agency to receive, disburse and account for funds*) Complete Address:

Street Address, City, State, Zip Code (Warrant will be mailed to this address) Amount Claimed: $650,000.00 Type of Payment:
(Payable Upon Execution of Agreement) ☒ PROGRESS
Grantee Name: City of San Mateo ☐ FINAL
(Name on Award Letter and Agreement) ☐ IN FULL
Project Title: Marina Library Reconstruction ☐ AUGMENT
For Period From: upon execution to end of grant period
DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 City Manager
330 W. 20th Avenue San Mateo, CA 94403
3/20/2023
Drew Corbett
6054
3/22/2023
412 of 653

State of California
Financial Information System for California (FI$Cal)

GOVERNMENT AGENCY TAXPAYER ID FORM
2000 Evergreen Street, Suite 215
Sacramento, CA 95815
www.fiscal.ca.gov
1-855-347-2250
The principal purpose of the information provided is to establish the unique identification of the government entity.

Instructions: You may submit one form for the principal government agency and all subsidiaries sharing the same TIN. Subsidiaries with a different TIN must submit a separate form. Fields bordered in red are required. Hover over fields to view help information. Please print the form to sign prior to submittal. You may email the form to: [email protected], or fax it to (916) 576-5200, or mail it to the address above.

Principal
Government
Agency Name
Remit-To
Address (Street
or PO Box)
City
Government Type:

State Zip Code+4
County Federal
Employer
City
Special District Federal Identification
Other (Specify) Number
(FEIN)
List other subsidiary Departments, Divisions or Units under your principal agency's jurisdiction who share the same FEIN and receives payment from the State of California.

Dept/Division/Unit Complete
Name Address
Dept/Division/Unit Complete
Name Address
Dept/Division/Unit Complete
Name Address
Dept/Division/Unit Complete
Name Address
Contact Person Title
Phone number E-mail address
Signature Date
DocuSign Envelope ID: 7663D4B9-3BBC-4BC0-B2A7-B6B75AF14FE5 413 of 653

CITY OF SAN MATEO

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 21 Section Name: CONSENT CALENDAR Account Number: 82-4681 File ID: 23-7795 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Public Works Department
MEETING DATE: August 21, 2023
SUBJECT:

Fire Stations 21 & 23 Shower Remodel – Contract
RECOMMENDATION:

Adopt a Resolution to approve an alternative purchasing procedure to award a construction contract to Angeles Contractor, Inc. to remodel the showers at Fire Stations 21 and 23 in the amount of $244,267.56; establish a contingency reserve in the amount of $25,000; and authorize the Public Works Director to execute the contract in substantially the form presented and issue change orders within the contingency amount.

BACKGROUND:

Fire Station 21 (FS21) is located in downtown San Mateo and has been in service for over eighty years. Fire Station 23 (FS23) is located in South San Mateo and has been in service for fourteen years. The five shower stalls at FS21 and the three stalls at FS23 are showing signs of wear and tear and are due for a remodel. A project schedule was developed in the spring of 2023 that includes a condition assessment, the development of plans, cost estimating, bidding, permitting, award of contract and construction.

The construction drawings for the improvements were developed by the Public Works Facilities Division. The scope of work involves demolition of the existing damaged shower enclosure, fixtures and appurtenances. A damage assessment will be performed prior to making repairs to the substructure, followed by the installation of new fixtures and finishes.

The construction drawings were used as the basis for development of a fixed-price proposal utilizing a process called “job order contracting” (JOC). The JOC process includes a contract for a fixed term or maximum dollar value in which a contractor is selected based on a competitive bid to perform various and separate job orders in the future, during the life of the contract. The JOC contract serves as an "on call" contracting program that is procured through one umbrella or framework contract. The contract is competitively procured at the onset of the program using a unit price book (UPB), unit price list construction catalog, or custom list of construction prices as a basis for pricing in the procurement process. Each individual job order is then priced from that UPB and allows for rapid deployment of projects with a transparent pricing mechanism.

CITY OF SAN MATEO
Second, Gordian competitively bids and administers the JOC process with the use of Gordian’s unit price book that will provide the best price to the City. This allows the City to complete required public improvements efficiently by eliminating the need to develop project specifications and eliminating solicitation of bids through a project-specific competitive bidding process. Here, Gordian used the JOC process to select Angeles Contractor, Inc., the low bidder and pre-qualified contractor selected to construct the improvement project.

BUDGET IMPACT:

There is sufficient funding available in the Facilities operating budget for the award of this construction contract.

ENVIRONMENTAL DETERMINATION:

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Proposed Resolution
Att 2 - Contract

STAFF CONTACT
Steve Wu, Project Manager II
[email protected]
(650) 522-7345
415 of 653

CITY OF SAN MATEO
RESOLUTION NO. ____ (2023)

APPROVING AN ALTERNATIVE PURCHASING PROCEDURE TO AWARD A CONSTRUCTION CONTRACT TO ANGELES CONTRACTOR, INC. FOR SHOWER REMODELS AT FIRE STATIONS 21 AND 23 WHEREAS, San Mateo Municipal Code Section 3.60.070(h)(3) authorizes the City Council to approve alternative purchasing procedures upon a finding that the alternative purchasing procedure is in the best interest of the City; and
WHEREAS, Sourcewell (formerly known as NJPA) has conducted competitive bidding processes to select Gordian, Inc. (Gordian) to implement Job Order Contracting on behalf of their member agencies; and WHEREAS, the Job Order Contracting process allows for an umbrella construction contract to cover various and separate job orders during the life of the contract, and is beneficial for renovation, remodeling, or alterations where many small project tasks will arise, but the timing, type, and quantity of work are unknown; and
WHEREAS, Sourcewell and Gordian have conducted competitive bidding to select contractors to perform Job Order Contracting based on Gordian’s Unit Price Book; and WHEREAS, unit price books provide fixed unit prices used for establishing budgets for contractor services at member agencies; and
WHEREAS, use of Gordian’s Unit Price Book and contract provides a competitive price to the City and allows the City to complete required public improvements efficiently by eliminating the need to develop project specifications or solicit bids for each minor project task; and WHEREAS, the City approved the Job Order Contracting as a competitive procurement method for construction services by resolution on March 18, 2019 upon findings that the Job Order Contracting process with Gordian is in the best interests of the City; and
WHEREAS, the Fire Stations 21 and 23 Shower Remodels project is designed and documented to be priced using Gordian’s Unit Price Book; and
WHEREAS, Angeles Contractor, Inc. was selected based on their experience and availability to perform construction services using the Gordian’s Unit Price Book; and WHEREAS, based on these circumstances, staff has determined that this is the best price available because companies have submitted competitive bids.
416 of 653

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN MATEO, CALIFORNIA, HEREBY FINDS AND RESOLVES that:

3. A construction contract is approved in the amount of $244,267.56 to Angeles Contractor, Inc. for the Shower Remodels at Fire Stations 21 and 23.

4. The Public Works Director is authorized to execute the contract on behalf of the City and issue change orders within the contingency amount.
417 of 653
This document is a MODIFIED version of EJCDC® C-522, Copyright © 2016 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

Page 1 of 37 ends

CONTRACT FOR CONSTRUCTION
This Contract is by and between.

ARTICLE 1 - THE WORK

B. The Contractor shall complete all Work as specified or indicated in the Contract Documents.

The Project is generally described as follows:

1. Fire Station 21 & 23 Shower Remodel which includes site barriers; demolition and disposal; investigation; repairs; new accessories; fixtures; benches; painting; inspection; testing and closeout.

2. The Site of the Work includes designated work areas described in greater detail in the Contract Documents but generally located at 120 S. Ellsworth Avenue, San Mateo, CA 94401 and 31 – 27th Avenue, San Mateo, CA 94403.

ARTICLE 2 - DEFINITIONS AND TERMINOLOGY

1. Architect: N/A

2. Constituent of Concern—Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. (“CERCLA”); (b) the Hazardous Materials Transportation Act, 49 U.S.C. §§5501 et seq.; (c) the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. (“RCRA”); (d) the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; (e) the Clean Water Act, 33 U.S.C. §§1251 et seq.; (f) the Clean Air Act, 42 U.S.C. §§7401 et seq.; or (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or 418 of 653
This document is a MODIFIED version of EJCDC® C-522, Copyright © 2016 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

Page 2 of 37 ends

imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material.

3. Engineer: N/A

2.02 Terminology
A. The words and terms discussed in the following paragraphs are not defined but, when used in the Bidding Requirements or Contract Documents, have the indicated meaning.

B. Intent of Certain Terms or Adjectives:

C. Day:

1. The word “day” means a calendar day of 24 hours measured from midnight to the next midnight.

D. Defective:

1. The word “defective,” when modifying the word “Work,” refers to Work that is unsatisfactory, faulty, or deficient in that it:
a. does not conform to the Contract Documents; or
b. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or 419 of 653
This document is a MODIFIED version of EJCDC® C-522, Copyright © 2016 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

Page 3 of 37 ends

c. has been damaged prior to Engineer’s recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion.

E. Furnish, Install, Perform, Provide:

2.03 Contract Documents Defined
A. The Contract Documents consist of the following documents:

1. This Contract.

2. Performance bond.

3. Payment bond.

4. Exhibits to this Contract (enumerated as follows):
a. Exhibit A - Contractor’s Proposal
b. Exhibit B – Insurance Requirements for Construction Contracts.

5. National Joint Powers Alliance - Book 2: IQCC Standard Terms and Conditions and Contract General Conditions.

6. National Joint Powers Alliance - Book 3: Task Catalog.

7. National Joint Powers Alliance Book 4: Technical Specifications.

8. The following which may be delivered or issued on or after the Effective Date of the Contract:
a. Work Change Directives.
b. Change Orders.
c. Field Orders.
420 of 653
This document is a MODIFIED version of EJCDC® C-522, Copyright © 2016 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

Page 4 of 37 ends

San Mateo City CouncilAugust 21, 2023

San Mateo City Council
August 21, 2023