Contract No. 11159 (CCS)
CONTRACTUAL SERVICES AGREEMENT
This Contractual Services Agreement (“Contract”), entered into as of _________________(“Execution Date”), by and between the CITY OF SANTA MONICA, a municipal corporation (“City”), and Paul Padilla dba Paul’s Welding (“Contractor”), is made with reference to the following:
RECITALS:
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. Contractor is qualified to do business, and is doing business, in the State of California. Contractor represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Contract.
C. The City and Contractor desire to enter into an agreement for the Contractor to provide contractual services to the City as set forth herein, upon the terms and conditions set forth below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2026, unless sooner terminated in accordance with Section 14.
2. Contractor Services. Contractor will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Contractor will complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to Contractor any currently existing documents, data or information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly examine and render findings on all documents submitted for staff review by Contractor.
4. Compensation. The City will compensate Contractor for the Services performed in an amount not to exceed $500,000, based upon the hourly rates set forth in Exhibit B.
5. Invoices. Contractor will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.
6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, DocuSign Envelope ID: D1158312-9B80-43FA-A581-F68CADA2015B 6/29/2021
by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
6.1 All notices, demands, requests or approvals to the City:
City of Santa Monica
Water Resources Division
2500 Michigan Ave, Bldg 1
Santa Monica, California 90401
Attention: Thomas Poon
Re: Contract No. 11159 (CCS)
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 11159 (CCS)
6.2 All notices, demands, requests or approvals to Contractor:
Paul’s Welding
2801 Ocean Park Blvd #340
Santa Monica, CA 90405
Attention: Paul Padilla
[email protected]
Re: Contract No. 11159 (CCS)
7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.
Neither the City nor its officers or employees will have any control over the conduct of Contractor or any of Contractor’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.
This Agreement may be modified only by written agreement signed by City and Contractor, and approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, Contractor must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by Contractor or Contractor’s agents, representatives, employees or subconsultants for the duration of DocuSign Envelope ID: D1158312-9B80-43FA-A581-F68CADA2015B this Agreement. Contractor must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
10. Defense and Indemnification.
10.1 Contractor agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the act, errors, and/or omissions of Contractor, or Contractor’s employees, agents, officers, and subconsultants. Contractor’s responsibilities under this Section
10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of Contractor, its employees, agents or officers, or subconsultants; provided, however, that Contractor’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City.
Notwithstanding Contractor’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Contractor, if City chooses to do so.
10.2 Enforcement Costs. Contractor agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
11. Prohibition Against Transfers.
11.1 Contractor may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.
11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if a partnership or joint venture or syndicate exists, which results in changing the control of Contractor, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
12. Permits and Licenses. Contractor, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
DocuSign Envelope ID: D1158312-9B80-43FA-A581-F68CADA2015B
13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
14. Default and Termination.
14.1 If Contractor fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Contractor.
14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to Contractor. Upon termination of this Agreement, City will pay Contractor any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. Contractor must comply with all laws of the State of California and the United States, and all ordinances, rules and regulations enacted or issued by City.
16. Discrimination. Contractor may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
17. Nuisance. Contractor may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.
18. Records.
18.1 Contractor must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Contractor must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.
18.2 Contractor must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles.
Contractor must clearly identify all records and make them readily accessible to the City. At the City’s request, Contractor must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3 Contractor must allow the City to have free access to Contractor’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit Contractor’s records, and Contractor agrees to cooperate with any examination DocuSign Envelope ID: D1158312-9B80-43FA-A581-F68CADA2015B or audit of its records. If a City audit discloses an error of 5% or more in information reported by Contractor, Contractor agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.
19. Work Product; Reports.
19.1 Any work product prepared or caused to be prepared by Contractor or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by Contractor or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Contractor without prior written approval by City.
19.2 At the City’s request, Contractor must furnish reports concerning the status of the Services.
20. Standard of Care. Contractor agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor’s profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 If Contractor proposes to have any subconsultant perform any part of the Services, Contractor must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.
21.2 Contractor will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Contractor and any subconsultant (or between any subconsultant and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. 11159 (CCS) entered into between the
City of Santa Monica and Contractor
on^^____________________.
22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
23. Venue and Jurisdiction. The City and Contractor agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party DocuSign Envelope ID: D1158312-9B80-43FA-A581-F68CADA2015B 6/29/2021
expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
25. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein.
Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
ABC Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: D1158312-9B80-43FA-A581-F68CADA2015B Interim City Attorney
6/25/2021
George S. Cardona
Paul's Welding
Owner
Paul Padilla
6/25/2021
Interim City Manager
6/29/2021
John Jalili
City Clerk
Denise Anderson-Warren
6/30/2021
Exhibit A
Scope of Services
1. GENERAL. Paul’s Welding shall provide welding and metal fabrication services only as needed and upon request by the City as required by the Water Resources and Wastewater Divisions. Work shall primarily include welding and fabrication of storm drain, maintenance hole, vault and water meter covers, frames, bypass brackets and stands, trench plates, tools, vehicle equipment and other water/wastewater system piping and equipment. Unless otherwise specified, welding shall be completed at Paul’s Welding’s location and completed products shall be delivered to the Water Resources Division at 2500 Michigan Avenue, Santa Monica, CA 90404 or other locations as mutually agreed upon by the City and Paul’s Welding. Parking shall be provided by the City at Water/Wastewater facilities. Scopes of work, work schedules and work locations shall be approved in advance with Water Resources/Wastewater staff. Any work not satisfactorily completed as specified shall be rectified in a timely fashion by Paul’s Welding at no additional cost to the City. Paul’s Welding commits to providing 24/7 services with a response time of one hour for emergency calls after notification to 310- 428-5366. Paul’s Welding shall notify the City of any change to this callback number.
2. CONTRACTORS LICENSE / REGISTRATION WITH THE STATE OF CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS. Paul’s Welding shall maintain a valid California State Contractors License (currently a Welding “C60” license) during the term of this agreement. Paul’s Welding shall maintain a valid registration as a Public Works contractor on the Department of Industrial Relations website: http://www.dir.ca.gov/Public-Works/PublicWorks.html during the term of this agreement.
3. PREVAILING WAGE / CERTIFIED PAYROLL RECORDS. Certified payroll records for all work completed under this agreement shall be submitted per the following:
1) Electronically via the State Department of Industrial Relations’ online Certified Payroll Reporting system;
2) Via hardcopy to the City’s prevailing wage monitoring contractor, currently:
Gafcon, Inc.
Attn: Lizette Santillan
600 Wilshire Blvd., Suite 950
Los Angeles, CA 90017
3) If requested, to Water Resources/Wastewater Division staff.
DocuSign Envelope ID: D1158312-9B80-43FA-A581-F68CADA2015B Invoice payments will not be released by the City until certified payroll records have been submitted. The City shall notify Paul’s Welding of any changes to the contact information for the City’s prevailing wage contractor. Paul’s Welding shall notify the City in writing prior to beginning work if job classifications other than Operating Engineer Group 6 - Welder will be used for any work under this agreement. Paul’s Welding shall observe all applicable California Labor Code regulations pertaining to prevailing wage projects (e.g. posting of prevailing wage project notices at job site, usage of apprentices, work hours limited to 8 hours per weekday before overtime must be paid, etc.) including Sections 1771, 1774-1776, 1777.5, 1813 and 1815.
4. INVOICES. Invoices shall include:
Date(s) of welding work;
Description and location(s) of the welding completed; Itemized list of prevailing wage work hours completed to include prevailing wage job classification(s), date(s) of work, hours worked per day, overtime hours worked per day (if applicable) and billable rates in order for the City to compare to certified payroll records. Pricing shall include certified payroll record submittals and vehicle/transportation costs at no extra charge to the City. Billable materials such as metal and equipment rentals such as lifts, if the City does not provide as noted below;
Shipping/handling/delivery charges, if applicable; and Taxes, if applicable.
5. WASTE MATERIALS DISPOSAL. Paul’s Welding shall remove any trash and waste materials generated by work performed unless otherwise specified by Water Resources / Wastewater staff. Materials shall be disposed of properly in compliance with all Federal, State and local regulations.
DocuSign Envelope ID: D1158312-9B80-43FA-A581-F68CADA2015B Exhibit B
Budget
Pricing
Item / Service Year 1 Year 2 Year 3 Year 4 Year 5+
Services
Hourly Labor Rate –
welding services
$70.00* $70.00* $70.00* $70.00* $70.00*
Hourly Labor Rate –
overtime / after hours /
Saturdays#
$105.00* $105.00* $105.00* $105.00* $105.00*
Hourly Labor Rate –
Sundays / holidays
$105.00* $105.00* $105.00* $105.00* $105.00*
Materials / Equipment
Miscellaneous materials /
equipment
Materials/equipment/rentals to be provided at cost.
*Billable hourly rates shall be set at prevailing wage rates as determined by the State of California Department of Industrial Relations for the “Operating Engineer Group 6 / Welder – General” job classification for Southern California for straight-time total hourly rate, overtime/after-hours/Saturday (1-1/2X) hourly rates and Sunday / holiday work.
#Overtime / after hours labor rate is effective for work completed above 8 hours per day Monday through Friday or after 5:30 p.m. and Saturday hours worked under 12 hours.
Work above 12 hours on Saturdays shall be compensated at the Sundays / holidays rate.
Minimum call out charge: $280.00.
Payment Terms: Net 30.
DocuSign Envelope ID: D1158312-9B80-43FA-A581-F68CADA2015B Exhibit C
Insurance Requirements
Contractual Services Agreement Insurance Requirements and Verifications Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.
Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 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: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).
If the Contractor maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for 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 of Santa Monica.
Other Insurance Provisions
1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL): The City of Santa Monica, 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 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 Insurance Services Office Form CG 20 10 11 85.
DocuSign Envelope ID: D1158312-9B80-43FA-A581-F68CADA2015B Exhibit C
Insurance Requirements
Contractual Services Agreement Insurance Requirements and Verifications Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.
Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 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: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).
If the Contractor maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for 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 of Santa Monica.
Other Insurance Provisions
1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL): The City of Santa Monica, 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 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 Insurance Services Office Form CG 20 10 11 85.
DocuSign Envelope ID: D1158312-9B80-43FA-A581-F68CADA2015B