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9 AGREEMENT WITH COORDINATED RESOURCES INC.
FOR
MARINA BRANCH PUBLIC LIBRARY RESTORATION PROJECT – FURNITURE PACKAGE
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 Coordinated Resources Inc. (dba CRI), a Corporation (“VENDOR”), whose address is 585 Howard Street, San Francisco, CA 94105.
RECITALS:
A. CITY desires certain furniture purchase and installation services hereinafter described.
B. CITY desires to engage VENDOR to provide these services by reason of its qualifications and experience for performing such services and VENDOR 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 VENDOR under this Agreement is as described in Exhibit A to this Agreement, which is attached and incorporated by reference.
SECTION 2 - DUTIES OF VENDOR
VENDOR shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by VENDOR under this Agreement. VENDOR shall, without additional compensation, correct or revise any errors or deficiencies in its work.
VENDOR represents that it is qualified to furnish the services described under this Agreement.
VENDOR shall be responsible for employing or engaging all persons necessary to perform the services of VENDOR.
VENDOR and his subcontractors shall comply with State’s Prevailing Wage Laws.
VENDOR 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.
VENDOR or subcontractor shall not be qualified to bid on, be listed in a bid proposal, or engage in the performance of any contract for public work unless currently registered and qualified to perform Contract for Services with SB854 Page 2 of 13
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9 public work pursuant to Section 1725.5 of the Labor Code. For the work performed for the City, the VENDOR and his subcontractors shall pay the workers at the prevailing wage rate as determined by the California Department of Industrial Relations, for this locality. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
SECTION 3 - DUTIES OF CITY
CITY shall provide pertinent information regarding its requirements for the project.
CITY shall examine documents submitted by VENDOR and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of VENDOR's work.
SECTION 4 - TERM
The services to be performed under this Agreement shall commence on August 1, 2026 and be completed on February 28, 2027.
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 VENDOR in an amount of $183,466.41, a fee pursuant to rates stated in Exhibit B, attached and incorporated by reference.
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 VENDOR. VENDOR agrees to cease all work under this Agreement upon receipt of said written notice.
SECTION 7 - OWNERSHIP OF DOCUMENTS
All documents prepared by VENDOR 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 VENDOR in connection with the performance of this Agreement are confidential until released by CITY to the public. VENDOR shall not make any such documents or information available to any individual or organization not employed by VENDOR or CITY without the written consent of CITY before any such release.
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9 SECTION 9 - INTEREST OF VENDOR
VENDOR 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 - VENDOR'S STATUS
It is expressly agreed that in the performance of the services required under this Agreement, VENDOR 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 VENDOR an agent or employee of CITY while providing services under this Agreement.
SECTION 11 - INDEMNITY
VENDOR agrees to hold harmless and indemnify CITY, its elected and appointed officials, employees, volunteers, and agents from and against any and all claims, loss, liability, damage, and expense arising out of VENDOR’s performance of this Agreement, except for those claims arising out of CITY’s sole negligence or willful misconduct. VENDOR agrees to defend City, its elected and appointed officials, employees, volunteers, and agents against any such claims. The VENDOR’S duty to indemnify shall survive expiration or early termination of this Agreement.
SECTION 12 - INSURANCE
VENDOR 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 VENDOR and cannot be transferred, assigned, or subcontracted by VENDOR without the prior written consent of CITY.
SECTION 14 - RELIANCE UPON SKILL OF VENDOR
It is mutually understood and agreed by and between the parties hereto that VENDOR is skilled in the performance of the work agreed to be done under this Agreement and that CITY relies upon the skill of VENDOR to do and perform the work in the most skillful manner, and VENDOR agrees to thus perform the work. The acceptance of VENDOR's work by CITY does not operate as a release of VENDOR from said obligation.
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9 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.
SECTION 17 - NON-DISCRIMINATION
VENDOR warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither VENDOR 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.
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.
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9 SECTION 19 - LITIGATION
VENDOR shall testify at CITY's request if litigation is brought against CITY in connection with VENDOR's services under this Agreement. Unless the action is brought by VENDOR, or is based upon VENDOR's wrongdoing, CITY shall compensate VENDOR for preparation for testimony, testimony, and travel at VENDOR'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: Director of Public Works
City of San Mateo
330 West 20th Avenue
San Mateo, CA 94403
To VENDOR: Coordinated Resources Inc (dba, CRI)
Attn: Jennifer Burton
585 Howard Street
San Francisco, CA 94105
SECTION 21 - AGREEMENT CONTAINS ALL
UNDERSTANDINGS; AMENDMENT
This document represents the entire and integrated agreement between CITY and VENDOR 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 VENDOR.
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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9 IN WITNESS WHEREOF, CITY OF SAN MATEO and Coordinated Resources Inc (dba CRI) have executed this Agreement the day and year first above written.
CITY OF SAN MATEO VENDOR
Alex Khojikian
City Manager
Date Kristen McKenzie
Its Authorized Agent
President
Date
APPROVED AS TO FORM
Linh Nguyen
Assistant City Attorney
Date
CITY OF SAN MATEO
Attachments:
Exhibit A: Scope of Services
Exhibit B: Payment Rates
Exhibit C: Insurance Requirements
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9 EXHIBIT A
SCOPE OF SERVICES
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9 EXHIBIT B
PAYMENT RATES
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9 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 VENDOR 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.
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.
If the VENDOR maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the VENDOR.
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, volunteers, 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 VENDOR; and on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the VENDOR 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 VENDOR’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 VENDOR’s insurance coverage shall be primary insurance as respects the City, its elected and appointed officials, employees, volunteers, and agents. Any insurance or self-insurance maintained by the City, its elected and appointed officials, employees, volunteers, or agents shall be excess of the VENDOR’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.
Waiver of Subrogation
VENDOR hereby grants to City a waiver of any right to subrogation which any insurer of said VENDOR may acquire against the City by virtue of the payment of any loss under such insurance. VENDOR 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.
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9 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 VENDOR 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
VENDOR 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 VENDOR’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.