City and County of San Francisco

Office of Contract Administration

Purchasing Division
City Hall, Room 430
1 Dr. Carlton B. Goodlett Place
San Francisco, California 94102-4685

Equipment Maintenance Agreement between the City and County of San Francisco and

[Insert name of contractor]

[Insert Agreement number (if applicable)]

This Equipment Maintenance Agreement (“Agreement”) is made this [insert day] day of [insert
month], [insert year], in the City and County of San Francisco (“City), State of California, by and
between [name and address of Contractor] (“Contractor”) and City.

Recitals
WHEREAS, the [insert name of department] (“Department”) wishes to [insert short description
of services required]; and
WHEREAS, the services provided by the Contractor are required to preserve the warranty of the
equipment [insert name or brief description of Equipment], and this Agreement is deemed to be a
Sole Source agreement within the meaning of Administrative Code 21.30(d); and
WHEREAS, this Agreement was competitively procured as required by San Francisco
Administrative Code Chapter 21.1 through [specify the procurement vehicle such as RFP or RFQ
(if RFQ, convert all references to RFP to RFQ) and date issued, or state the exception to
competitive procurement and date granted] a Request for Proposal (“RFP”) issued on [insert
date], in which City selected Contractor as the highest qualified scorer pursuant to the RFP; and
WHEREAS, the Local Business Enterprise (“LBE”) subcontracting participation requirement for
this Agreement is [insert LBE subcontracting percentage number] %; and
WHEREAS, there is no Local Business Enterprise (“LBE”) subcontracting participation
requirement for this Agreement; and
WHEREAS, Contractor represents and warrants that it is qualified to perform the maintenance
services required by City as set forth under this Agreement; and
WHEREAS, the City’s Civil Service Commission approved Contract number [insert PSC
number] on [insert date of Civil Service Commission action].
Now, THEREFORE, the parties agree as follows:

[Contractor name] (PeopleSoft ID and/or Department-assigned number]

P-630 (11-20) 1 of __ [date ]
 Article 1 Definitions
The following definitions apply to this Agreement:
1.1 “Agreement” means this contract document, including all attached appendices,
and all applicable City Ordinances and Mandatory City Requirements specifically incorporated
into this Agreement by reference as provided herein.
1.2 “City” or “the City” means the City and County of San Francisco, a municipal
corporation, acting by and through both its Director of the Office of Contract Administration or
the Director’s designated agent, hereinafter referred to as “Purchasing” and [insert name of
department].
1.3 “CMD” means the Contract Monitoring Division of the City.
1.4 “Contractor” or “Consultant” means [insert name and address of contractor].
1.5 “Mandatory City Requirements” means those City laws set forth in the San
Francisco Municipal Code, including the duly authorized rules, regulations, and guidelines
implementing such laws that impose specific duties and obligations upon Contractor.
1.6 “Party” and “Parties” means the City and Contractor either collectively or
individually.

Article 2 Term of the Agreement

2.1 Term. The term of this Agreement shall commence on [insert Contractor’s start
date] and expire on [insert expiration date], unless earlier terminated as otherwise provided
herein.
2.2 Options to Extend. The City has [number of options] options to renew the
Agreement for a period of [one year or other time span] each. The City may extend this
Agreement beyond the expiration date by exercising an option at the City’s sole and absolute
discretion and by modifying this Agreement as provided in Section 11.4, “Modification of this
Agreement.”
2.3 No Automatic Renewal. Notwithstanding anything to the contrary contained in
this Agreement (including, without limitation, any terms and conditions of Contractor attached
hereto): (a) in no event shall the term of this Agreement be longer than the initial term expressly
stated in this Agreement; (b) any automatic renewal or extension (whether or not conditioned
upon any notice or absence thereof from either Party) or any similar “evergreen” provision shall
be deemed null and void ab initio; and (c) the term of this Agreement shall not be extended or
renewed except by written agreement duly authorized, executed and delivered by City. In the
event of any inconsistency within this Agreement relating to the duration of the initial term
hereof, the shorter initial term shall govern. If no initial term is stated in this Agreement, then the
term shall be one year from the date on which the term commences.

[Contractor name] (PeopleSoft ID and/or Department-assigned number]

P-630 (11-20) 2 of __ [date ]
 Article 3 Financial Matters
3.1 Certification of Funds; Budget and Fiscal Provisions; Termination in the
Event of Non-Appropriation. This Agreement is subject to the budget and fiscal provisions of
the City’s Charter. Charges will accrue only after prior written authorization certified by the
Controller, and the amount of City’s obligation hereunder shall not at any time exceed the
amount certified for the purpose and period stated in such advance authorization. This
Agreement will terminate without penalty, liability or expense of any kind to City at the end of
any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are
appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty,
liability or expense of any kind at the end of the term for which funds are appropriated. City has
no obligation to make appropriations for this Agreement in lieu of appropriations for new or
other agreements. City budget decisions are subject to the discretion of the Mayor and the Board
of Supervisors. Contractor’s assumption of risk of possible non-appropriation is part of the
consideration for this Agreement.
THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF
THIS AGREEMENT.
3.2 Guaranteed Maximum Costs. The City’s payment obligation to Contractor
cannot at any time exceed the amount certified by City’s Controller for the purpose and period
stated in such certification. Absent an authorized Emergency per the City Charter or applicable
Code, no City representative is authorized to offer or promise, nor is the City required to honor,
any offered or promised payments to Contractor under this Agreement in excess of the certified
maximum amount without the Controller having first certified the additional promised amount
and the Parties having modified this Agreement as provided in Section 11.5, “Modification of
this Agreement.”
3.3 Compensation.
3.3.1 Calculation of Charges. Contractor shall provide an invoice to the City
on a monthly basis for goods delivered and/or Services completed in the immediate preceding
month, unless a different schedule is set out in Appendix B, “Calculation of Charges.”
Compensation shall be made for goods and/or Services identified in the invoice that the City, in
his or her sole discretion, concludes has been satisfactorily performed. In no event shall the
amount of this Agreement exceed [insert whole dollar amount in numbers and words -- no
pennies and no “.00”]. The breakdown of charges associated with this Agreement appears in
Appendix B, “Calculation of Charges.” A portion of payment may be withheld until conclusion
of the Agreement if agreed to by both Parties as retainage, described in Appendix B. In no event
shall City be liable for interest or late charges for any late payments. City will not honor
minimum service order charges for any services covered by this Agreement.
3.3.2 Payment Limited to Satisfactory Services and Delivery of Goods.
Contractor is not entitled to any payments from City until City approves the goods and/or
Services delivered pursuant to this Agreement. Payments to Contractor by City shall not excuse
Contractor from its obligation to replace unsatisfactory delivery of goods and/or Services even if
the unsatisfactory character may not have been apparent or detected at the time such payment
was made. Goods and/or Services delivered pursuant to this Agreement that do not conform to
the requirements of this Agreement may be rejected by City and in such case must be replaced
by Contractor without delay at no cost to the City.

[Contractor name] (PeopleSoft ID and/or Department-assigned number]

P-630 (11-20) 3 of __ [date ]
 3.3.3 Withhold Payments. If Contractor fails to provide goods and/or Services
in accordance with Contractor’s obligations under this Agreement, the City may withhold any
and all payments due Contractor until such failure to perform is cured, and Contractor shall not
stop work as a result of City’s withholding of payments as provided herein.
3.3.4 Invoice Format. Invoices furnished by Contractor under this Agreement
must be in a form acceptable to the Controller and City and include a unique invoice number and
a specific invoice date. Payment shall be made by City as specified in Section 3.3.7, or in such
alternate manner as the Parties have mutually agreed upon in writing. All invoices must show the
PeopleSoft Purchase Order ID Number, PeopleSoft Supplier Name and ID, Item numbers (if
applicable), complete description of goods delivered or Services performed, sales/use tax (if
applicable), contract payment terms and contract price. Invoices that do not include all required
information or contain inaccurate information will not be processed for payment.
3.3.5 Payment Terms.
(a) Payment Due Date: Unless City notifies the Contractor that a
dispute exists, Payment shall be made within [Enter number of days, generally ≥ 30] calendar
days, measured from (1) the delivery of goods and/or the rendering of services or (2) the date of
receipt of the invoice, whichever is later. Payment is deemed to be made on the date on which
City has issued a check to Contractor or, if Contractor has agreed to electronic payment, the date
on which City has posted electronic payment to Contractor.
(b) Payment Discount Terms: The Payment Discount Terms for this
Agreement are as follows: [___] %/[___]Days, Net [___]. The Payment Discount period begins
upon date of completion of delivery of the goods and/or services on a Purchase Order for which
payment is sought, or upon date of receipt of properly prepared invoices covering such items,
whichever is later. Payment is deemed to be made, for the purpose of earning the discount, on the
date on which City has issued a check to Contractor or, if Contractor has agreed to electronic
payment, the date on which City has posted electronic payment to Contractor.
(c) No additional charge shall accrue against City in the event City
does not make payment within any time specified by Contractor.
3.3.6 LBE Payment and Utilization Tracking System. Contractor shall pay
LBE subcontractors within three business days as provided under Chapter 14B.7(H)(9). Within
ten business days of City’s payment of an invoice, Contractor shall confirm that all
subcontractors have been paid in the Payment Module of the City’s Supplier Portal unless
instructed otherwise by CMD. Failure to submit all required payment information to the City’s
Financial System with each payment request may result in the withholding of 20% of the
payment due. Self-Service Training is located at this link:
https://sfcitypartnersfgov.org/pages/training.aspx.
3.3.7 Getting paid by the City for Goods and/or Services.
(a) The City and County of San Francisco utilizes the Paymode-X®
service offered by Bank of America Merrill Lynch to pay City contractors. Contractor must sign
up to receive electronic payments to be paid under this Agreement. To sign up for electronic
payments, visit http://portal.paymode.com/city_countyofsanfrancisco.
(b) At the option of the City, Contractor may be required to submit
invoices directly in the City’s financial and procurement system (PeopleSoft) via eSettlement.

[Contractor name] (PeopleSoft ID and/or Department-assigned number]

P-630 (11-20) 4 of __ [date ]
Refer to https://sfcitypartner.sfgov.org/pages/training.aspx for more information on
eSettlement. For access to PeopleSoft eSettlement, submit a request through
[email protected].
3.3.8 Grant Funded Contracts.
(a) Disallowance. If Contractor requests or receives payment from
City for Services, reimbursement for which is later disallowed by the State of California or
United States Government, Contractor shall promptly refund the disallowed amount to City upon
City’s request. At its option, City may offset the amount disallowed from any payment due or to
become due to Contractor under this Agreement or any other agreement between Contractor and
City.
(b) Grant Terms. The funding for this Agreement is provided in full
or in part by a Federal or State Grant to the City. As part of the terms of receiving the funds, the
City is required to incorporate some of the terms into this Agreement. The incorporated terms
may be found in Appendix [choose C/D/E etc.], “Grant Terms.” To the extent that any Grant
Term is inconsistent with any other provisions of this Agreement such that Contractor is unable
to comply with both the Grant Term and the other provision(s), the Grant Term shall apply.
(c) Contractor shall insert each Grant Term into each lower tier
subcontract. Contractor is responsible for compliance with the Grant Terms by any
subcontractor, lower-tier subcontractor or service provider.
3.4 Audit and Inspection of Records. Contractor agrees to maintain and make
available to the City, during regular business hours, accurate books and accounting records
relating to its Services. Contractor will permit City to audit, examine and make excerpts and
transcripts from such books and records, and to make audits of all invoices, materials, payrolls,
records or personnel and other data related to all other matters covered by this Agreement,
whether funded in whole or in part under this Agreement. Contractor shall maintain such data
and records in an accessible location and condition for a period of not less than five years after
final payment under this Agreement or until after final audit has been resolved, whichever is
later. The State of California or any Federal agency having an interest in the subject matter of
this Agreement shall have the same rights as conferred upon City by this Section. Contractor
shall include the same audit and inspection rights and record retention requirements in all
subcontracts.
3.5 Submitting False Claims. The full text of San Francisco Administrative Code
Chapter 21, Section 21.35, including the enforcement and penalty provisions, is incorporated into
this Agreement. Pursuant to San Francisco Administrative Code §21.35, any contractor or
subcontractor who submits a false claim shall be liable to the City for the statutory penalties set
forth in that section. A contractor or subcontractor will be deemed to have submitted a false
claim to the City if the contractor or subcontractor: (a) knowingly presents or causes to be
presented to an officer or employee of the City a false claim or request for payment or approval;
(b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false
claim paid or approved by the City; (c) conspires to defraud the City by getting a false claim
allowed or paid by the City; (d) knowingly makes, uses, or causes to be made or used a false
record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or
property to the City; or (e) is a beneficiary of an inadvertent submission of a false claim to the

[Contractor name] (PeopleSoft ID and/or Department-assigned number]

P-630 (11-20) 5 of __ [date ]
City, subsequently discovers the falsity of the claim, and fails to disclose the false claim to the
City within a reasonable time after discovery of the false claim.
3.6 Payment of Prevailing Wages
3.6.1 Covered Services. Services to be performed by Contractor under this
Agreement may involve the performance of trade work covered by the provisions of Section
6.22(e) [Prevailing Wages] of the Administrative Code or Section 21C [Miscellaneous Prevailing
Wage Requirements] (collectively, “Covered Services”). The provisions of Section 6.22(e) and
21C of the Administrative Code are incorporated as provisions of this Agreement as if fully set
forth herein and will apply to any Covered Services performed by Contractor and its
subcontractors.
3.6.2 Wage Rates. The latest prevailing wage rates for private employment on
public contracts as determined by the San Francisco Board of Supervisors and the Director of the
California Department of Industrial Relations, as such prevailing wage rates may be changed
during the term of this Agreement, are hereby incorporated as provisions of this Agreement.
Copies of the prevailing wage rates as fixed and determined by the Board of Supervisors are
available from the Office of Labor Standards and Enforcement (“OLSE”) and on the Internet at
http://www.dir.ca.gov/DLSR/PWD and http://sfgov.org/olse/prevailing-wage. Contractor agrees
that it shall pay not less than the prevailing wage rates, as fixed and determined by the Board, to
all workers employed by Contractor who perform Covered Services under this Agreement.
3.6.3 Subcontract Requirements. As required by Section 6.22(e)(5) of the
Administrative Code, Contractor shall insert in every subcontract or other arrangement, which it
may make for the performance of Covered Services under this Agreement, a provision that said
subcontractor shall pay to all persons performing labor in connection with Covered Services
under said subcontract or other arrangement not less than the highest general prevailing rate of
wages as fixed and determined by the Board of Supervisors for such labor or services.
3.6.4 Posted Notices. As required by Section 1771.4 of the California Labor
Code, Contractor shall post job site notices prescribed by the California Department of Industrial
Relations (“DIR”) at all job sites where services covered by Chapter 6.22 are to be performed.
3.6.5 Payroll Records. As required by Section 6.22(e)(6) of the Administrative
Code and Section 1776 of the California Labor Code, Contractor shall keep or cause to be kept
complete and accurate payroll records for all trade workers performing Covered Services. Such
records shall include the name, address and social security number of each worker who provided
Covered Services on the project, including apprentices, his or her classification, a general
description of the services each worker performed each day, the rate of pay (including rates of
contributions for, or costs assumed to provide fringe benefits), daily and weekly number of hours
worked, deductions made and actual wages paid. Every subcontractor who shall undertake the
performance of any part of Covered Services shall keep a like record of each person engaged in
the execution of Covered Services under the subcontract. All such records shall at all times be
available for inspection of and examination by the City and its authorized representatives and the
DIR.
3.6.6 Certified Payrolls. Certified payrolls shall be prepared pursuant to
Administrative Code Section 6.22(e)(6) and California Labor Code Section 1776 for the period
involved for all employees, including those of subcontractors, who performed labor in

[Contractor name] (PeopleSoft ID and/or Department-assigned number]

P-630 (11-20) 6 of __ [date ]
connection with Covered Services. Contractor and each subcontractor performing Covered
Services shall submit certified payrolls to the City and to the DIR electronically. Contractor
shall submit payrolls to the City via the reporting system selected by the City. The DIR will
specify how to submit certified payrolls to it. The City will provide basic training in the use of
the reporting system at a scheduled training session. Contractor and all subcontractors that will
perform Covered Services must attend the training session. Contractor and applicable
subcontractors shall comply with electronic certified payroll requirements (including training) at
no additional cost to the City.
3.6.7 Compliance Monitoring. Covered Services to be performed under this
Agreement are subject to compliance monitoring and enforcement of prevailing wage
requirements by the DIR and /or the OLSE. Contractor and any subcontractors performing
Covered Services will cooperate fully with the DIR and/or the OLSE and other City employees
and agents authorized to assist in the administration and enforcement of the prevailing wage
requirements, and agrees to take the specific steps and actions as required by Section 6.22(e)(7)
of the Administrative Code. Steps and actions include but are not limited to requirements that: (i)
the Contractor will cooperate fully with the Labor Standards Enforcement Officer and other City
employees and agents authorized to assist in the administration and enforcement of the
Prevailing Wage requirements and other labor standards imposed on Public Works Contractor by
the Charter and Chapter 6 of the San Francisco Administrative Code; (ii) the Contractor agrees
that the Labor Standards Enforcement Officer and his or her designees, in the performance of
their duties, shall have the right to engage in random inspections of job sites and to have access
to the employees of the Contractor, employee time sheets, inspection logs, payroll records and
employee paychecks; (iii) the contractor shall maintain a sign-in and sign-out sheet showing
which employees are present on the job site; (iv) the Contractor shall prominently post at each
job-site a sign informing employees that the project is subject to the City’s Prevailing Wage
requirements and that these requirements are enforced by the Labor Standards Enforcement
Officer; and (v) that the Labor Standards Enforcement Officer may audit such records of the
Contractor as he or she reasonably deems necessary to determine compliance with the Prevailing
Wage and other labor standards imposed by the Charter and this Chapter on Public Works
Contractors. Failure to comply with these requirements may result in penalties and forfeitures
consistent with analogous provisions of the California Labor Code, including Section 1776(g), as
amended from time to time.
3.6.8 Remedies. Should Contractor, or any subcontractor who shall undertake
the performance of any Covered Services, fail or neglect to pay to the persons who perform
Covered Services under this Contract, subcontract or other arrangement for the Covered
Services, the general prevailing rate of wages as herein specified, Contractor shall forfeit, and in
the case of any subcontractor so failing or neglecting to pay said wage, Contractor and the
subcontractor shall jointly and severally forfeit, back wages due plus the penalties set forth in
Administrative Code Section 6.22 (e) and/or California Labor Code Section 1775. The City,
when certifying any payment which may become due under the terms of this Agreement, shall
deduct from the amount that would otherwise be due on such payment the amount of said
forfeiture.
3.7 Force Majeure
3.7.1 Liability. No Party shall be liable for delay in the performance of its
obligations under this Agreement if and to the extent such delay is caused by: fire, flood, strikes,

[Contractor name] (PeopleSoft ID and/or Department-assigned number]

P-630 (11-20) 7 of __ [date ]
civil disorders, acts of civil or military authority, earthquake, epidemics, quarantine, war, riot,
elements of nature or acts of God, or any other cause beyond the reasonable control of such Party
to obtain necessary labor, materials or manufacturing facilities (a “Force Majeure Event”).
3.7.2 Duration. In a Force Majeure Event, the non-performing Party shall be
excused from further performance or observance of the obligation(s) so affected for as long as
such circumstances prevail and such Party continues to use its best efforts to recommence
performance or observance whenever and to whatever extent possible without delay. Any Party
so delayed in its performance shall immediately notify the Party to whom performance is due by
telephone (to be confirmed in writing within two calendar (2) days of the inception of such
delay) and describe at a reasonable level of detail the circumstances causing such delay.
3.7.3 Effect. If a Force Majeure Event substantially prevents, hinders, or delays
performance of the maintenance services as critical for more than fifteen (15) consecutive days,
then at City’s option: (i) City may terminate any portion of this Agreement so affected and the
charges payable hereunder shall be equitably adjusted to reflect those terminated Services; or (ii)
City may terminate this Agreement without liability to City or Contractor as of a date specified
by City in a written notice of termination to Contractor. Contractor shall not have the right to
any additional payments from City for costs or expenses incurred by Contractor as a result of any
force majeure condition that lasts longer than three (3) days.

Article 4 Services and Resources

4.1 Services Contractor Agrees to Perform. Contractor agrees to perform the
maintenance services stated in Appendix A, “Scope of Services.” Officers and employees of the
City are not authorized to request, and the City is not required to reimburse the Contractor for,
services beyond the Scope of Services listed in Appendix A, unless Appendix A is modified as
provided in Section 11.4, “Modification of this Agreement.”
4.2 Qualified Personnel. Contractor shall utilize only competent personnel under the
supervision of, and in the employment of, Contractor (or Contractor’s authorized subcontractors)
to perform the Services. Contractor will comply with City’s reasonable requests regarding
assignment and/or removal of personnel, but all personnel, including those assigned at City’s
request, must be supervised by Contractor. Contractor shall commit adequate resources to allow
timely completion within the project schedule specified in this Agreement.
4.3 Subcontracting.
4.3.1 Contractor may subcontract portions of the Services only upon prior
written approval of City. Contractor is responsible for its subcontractors throughout the course of
the work required to perform the Services. All Subcontracts must incorporate the terms of Article
10 “Additional Requirements Incorporated by Reference” of this Agreement, unless inapplicable.
Neither Party shall, on the basis of this Agreement, contract on behalf of, or in the name of, the
other Party. Any agreement made in violation of this provision shall be null and void.
4.3.2 City’s execution of this Agreement constitutes its approval of the
subcontractors listed below.
[Insert names of approved subcontractors here]

[Contractor name] (PeopleSoft ID and/or Department-assigned number]

P-630 (11-20) 8 of __ [date ]
 4.4 Independent Contractor; Payment of Employment Taxes and Other
Expenses.
4.4.1 Independent Contractor. For the purposes of this Section 4.4,
“Contractor” shall be deemed to include not only Contractor, but also any agent or employee of
Contractor. Contractor acknowledges and agrees that at all times, Contractor or any agent or
employee of Contractor shall be deemed at all times to be an independent contractor and is
wholly responsible for the manner in which it performs the services and work requested by City
under this Agreement. Contractor, its agents, and employees will not represent or hold
themselves out to be employees of the City at any time. Contractor or any agent or employee of
Contractor shall not have employee status with City, nor be entitled to participate in any plans,
arrangements, or distributions by City pertaining to or in connection with any retirement, health
or other benefits that City may offer its employees. Contractor or any agent or employee of
Contractor is liable for the acts and omissions of itself, its employees and its agents. Contractor
shall be responsible for all obligations and payments, whether imposed by federal, state or local
law, including, but not limited to, FICA, income tax withholdings, unemployment compensation,
insurance, and other similar responsibilities related to Contractor’s performing services and
work, or any agent or employee of Contractor providing same. Nothing in this Agreement shall
be construed as creating an employment or agency relationship between City and Contractor or
any agent or employee of Contractor. Any terms in this Agreement referring to direction from
City shall be construed as providing for direction as to policy and the result of Contractor’s work
only, and not as to the means by which such a result is obtained. City does not retain the right to
control the means or the method by which Contractor performs work under this Agreement.
Contractor agrees to maintain and make available to City, upon request and during regular
business hours, accurate books and accounting records demonstrating Contractor’s compliance
with this section. Should City determine that Contractor, or any agent or employee of Contractor,
is not performing in accordance with the requirements of this Agreement, City shall provide
Contractor with written notice of such failure. Within five (5) business days of Contractor’s
receipt of such notice, and in accordance with Contractor policy and procedure, Contractor shall
remedy the deficiency. Notwithstanding, if City believes that an action of Contractor, or any
agent or employee of Contractor, warrants immediate remedial action by Contractor, City shall
contact Contractor and provide Contractor in writing with the reason for requesting such
immediate action.
4.4.2 Payment of Employment Taxes and Other Expenses. Should City, in
its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State
Employment Development Division, or both, determine that Contractor is an employee for
purposes of collection of any employment taxes, the amounts payable under this Agreement shall
be reduced by amounts equal to both the employee and employer portions of the tax due (and
offsetting any credits for amounts already paid by Contractor which can be applied against this
liability). City shall then forward those amounts to the relevant taxing authority. Should a
relevant taxing authority determine a liability for past services performed by Contractor for City,
upon notification of such fact by City, Contractor shall promptly remit such amount due or
arrange with City to have the amount due withheld from future payments to Contractor under
this Agreement (again, offsetting any amounts already paid by Contractor which can be applied
as a credit against such liability). A determination of employment status pursuant to this Section
4.4 shall be solely limited to the purposes of the particular tax in question, and for all other
purposes of this Agreement, Contractor shall not be considered an employee of City.

[Contractor name] (PeopleSoft ID and/or Department-assigned number]

P-630 (11-20) 9 of __ [date ]
Notwithstanding the foregoing, Contractor agrees to indemnify and save harmless City and its
officers, agents and employees from, and, if requested, shall defend them against any and all
claims, losses, costs, damages, and expenses, including attorneys’ fees, arising from this section.
4.5 Assignment. The Services to be performed by Contractor are personal in
character. Neither this Agreement, nor any duties or obligations hereunder, may be directly or
indirectly assigned, novated, hypothecated, transferred, or delegated by Contractor, or, where the
Contractor is a joint venture, a joint venture partner, (collectively referred to as an
“Assignment”) unless first approved by City by written instrument executed and approved in the
same manner as this Agreement in accordance with the Administrative Code. The City’s
approval of any such Assignment is subject to the Contractor demonstrating to City’s reasonable
satisfaction that the proposed transferee is: (i) reputable and capable, financially and otherwise,
of performing each of Contractor’s obligations under this Agreement and any other documents to
be assigned, (ii) not forbidden by applicable law from transacting business or entering into
contracts with City; and (iii) subject to the jurisdiction of the courts of the State of California. A
change of ownership or control of Contractor or a sale or transfer of substantially all of the assets
of Contractor shall be deemed an Assignment for purposes of this Agreement. Contractor shall
immediately notify City about any Assignment. Any purported Assignment made in violation of
this provision shall be null and void.
4.6 Warranty. Contractor warrants to City that the maintenance services will be
performed with the degree of skill and care that is required by current, good and sound
professional procedures and practices, and in conformance with generally accepted professional
standards prevailing at the time the maintenance services are performed so as to ensure that all
maintenance services performed are correct and appropriate for the purposes contemplated in this
Agreement.

Article 5 Insurance and Indemnity

5.1 Insurance.
5.1.1 Required Coverages. Without in any way limiting Contractor’s liability
pursuant to the “Indemnification” section of this Agreement, Contractor must maintain in force,
during the full term of the Agreement, insurance in the following amounts and coverages:
(a) Commercial General Liability Insurance with limits not less than
$1,000,000 each occurrence for Bodily Injury and Property Damage, including Contractual
Liability, Personal Injury, Products and Completed Operations. Policy must include Abuse and
Molestation coverage.
(b) Commercial Automobile Liability Insurance with limits not less
than $1,000,000 each occurrence, “Combined Single Limit” for Bodily Injury and Property
Damage, including Owned, Non-Owned and Hired auto coverage, as applicable.
(c) Workers’ Compensation, in statutory amounts, with Employers’
Liability Limits not less than $1,000,000 each accident, injury, or illness.
(d) Professional Liability Insurance, applicable to Contractor’s
profession, with limits not less than $1,000,000 for each claim with respect to negligent acts,
errors or omissions in connection with the Services.

[Contractor name] (PeopleSoft ID and/or Department-assigned number]

P-630 (11-20) 10 of __ [date ]
 (e) Technology Errors and Omissions Liability coverage, with limits
of $1,000,000 for each claim and each loss. The policy shall at a minimum cover professional
misconduct or lack of the requisite skill required for the performance of services defined in the
Agreement and shall also provide coverage for the following risks:
(i) Network security liability arising from the unauthorized
access to, use of, or tampering with computers or computer systems, including hacker attacks;
and
Liability arising from the introduction of any form of
(ii)
malicious software including computer viruses into, or otherwise causing damage to the City’s or
third person’s computer, computer system, network, or similar computer related property and the
data, software, and programs thereon.
(f) Cyber and Privacy Insurance with limits of not less than
$1,000,000 per claim. Such insurance shall include coverage for liability arising from theft,
dissemination, and/or use of confidential information, including but not limited to, bank and
credit card account information or personal information, such as name, address, social security
numbers, protected health information or other personally identifying information, stored or
transmitted in electronic form.
(g) Pollution Liability Insurance applicable to Contractor’s activities
and responsibilities under this Agreement with limits not less than $X,000,000 each occurrence
combined single limit, including coverage for on-site third party claims for bodily injury and
property damage.
5.1.2 Additional Insured Endorsements
(a) The Commercial General Liability policy must be endorsed to
name as Additional Insured the City and County of San Francisco, its Officers, Agents, and
Employees.
(b) The Commercial Automobile Liability Insurance policy must be
endorsed to name as Additional Insured the City and County of San Francisco, its Officers,
Agents, and Employees.
(c) The Commercial Automobile Liability Insurance policy must be
endorsed to include (i) Auto Pollution Additional Insured Endorsement naming as Additional
Insured the City and County of San Francisco, its Officers, Agents, and Employees; and (ii)
Form MCS-90 for Motor Carrier Policies of Insurance for Public Liability under Sections 29 and
30 of the Motor Carrier Act of 1980.
5.1.3 Waiver of Subrogation Endorsements
(a) The Workers’ Compensation policy(ies) 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.
5.1.4 Primary Insurance Endorsements
(a) The Commercial General Liability policy shall provide that such
policies are primary insurance to any other insurance available to the Additional Insureds, with

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respect to any claims arising out of this Agreement, and that the insurance applies separately to
each insured against whom claim is made or suit is brought.
(b) The Commercial Automobile Liability Insurance policy shall
provide that such policies are primary insurance to any other insurance available to the
Additional Insureds, with respect to any claims arising out of this Agreement, and that the
insurance applies separately to each insured against whom claim is made or suit is brought.
(c) The Pollution Liability Insurance policy shall provide that such
policies are primary insurance to any other insurance available to the Additional Insureds, with
respect to any claims arising out of this Agreement, and that the insurance applies separately to
each insured against whom claim is made or suit is brought.
5.1.5 Other Insurance Requirements
(a) Thirty (30) days’ advance written notice shall be provided to the
City of cancellation, intended non-renewal, or reduction in coverages, except for non-payment
for which no less than ten (10) days’ notice shall be provided to City. Notices shall be sent to the
City address set forth in Section 11.1 entitled “Notices to the Parties.”
(b) Should any of the required insurance be provided under a claims-
made form, Contractor shall maintain such coverage continuously throughout the term of this
Agreement and, without lapse, for a period of three years beyond the expiration of this
Agreement, to the effect that, should occurrences during the Agreement term give rise to claims
made after expiration of the Agreement, such claims shall be covered by such claims-made
policies.
(c) Should any of the required insurance be provided under a form of
coverage that includes a general annual aggregate limit or provides that claims investigation or
legal defense costs be included in such general annual aggregate limit, such general annual
aggregate limit shall be double the occurrence or claims limits specified above.
(d) Should any required insurance lapse during the term of this
Agreement, requests for payments originating after such lapse shall not be processed until the
City receives satisfactory evidence of reinstated coverage as required by this Agreement,
effective as of the lapse date. If insurance is not reinstated, the City may, at its sole option,
terminate this Agreement effective on the date of such lapse of insurance.
(e) Before commencing any Services, Contractor shall furnish to City
certificates of insurance and additional insured policy endorsements with insurers with ratings
comparable to A-, VIII or higher, that are authorized to do business in the State of California,
and that are satisfactory to City, in form evidencing all coverages set forth above. Approval of
the insurance by City shall not relieve or decrease Contractor’s liability hereunder.
(f) If Contractor will use any subcontractor(s) to provide Services,
Contractor shall require the subcontractor(s) to provide all necessary insurance and to name the
City and County of San Francisco, its officers, agents and employees and the Contractor as
additional insureds.
5.2 Indemnification. Contractor shall indemnify and hold harmless City and its
officers, agents and employees from, and, if requested, shall defend them from and against any
and all claims, demands, losses, damages, costs, expenses, and liability (legal, contractual, or

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otherwise) arising from or in any way connected with any: (i) injury to or death of a person,
including employees of City or Contractor; (ii) loss of or damage to property; (iii) violation of
local, state, or federal common law, statute or regulation, including but not limited to privacy or
personally identifiable information, health information, disability and labor laws or regulations;
(iv) strict liability imposed by any law or regulation; or (v) losses arising from Contractor’s
execution of subcontracts not in accordance with the requirements of this Agreement applicable
to subcontractors; so long as such injury, violation, loss, or strict liability (as set forth in
subsections (i) – (v) above) arises directly or indirectly from Contractor’s performance of this
Agreement, including, but not limited to, Contractor’s use of facilities or equipment provided by
City or others, regardless of the negligence of, and regardless of whether liability without fault is
imposed or sought to be imposed on City, except to the extent that such indemnity is void or
otherwise unenforceable under applicable law, and except where such loss, damage, injury,
liability or claim is the result of the active negligence or willful misconduct of City and is not
contributed to by any act of, or by any omission to perform some duty imposed by law or
agreement on Contractor, its subcontractors, or either’s agent or employee. The foregoing
indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts
and related costs and City’s costs of investigating any claims against the City.
In addition to Contractor’s obligation to indemnify City, Contractor specifically
acknowledges and agrees that it has an immediate and independent obligation to defend City
from any claim which actually or potentially falls within this indemnification provision, even if
the allegations are or may be groundless, false or fraudulent, which obligation arises at the time
such claim is tendered to Contractor by City and continues at all times thereafter.
Contractor shall indemnify and hold City harmless from all loss and liability, including
attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent
rights, copyright, trade secret or any other proprietary right or trademark, and all other
intellectual property claims of any person or persons arising directly or indirectly from the
receipt by City, or any of its officers or agents, of Contractor’s Services.

Article 6 Liability of the Parties

6.1 Liability of City. CITY’S PAYMENT OBLIGATIONS UNDER THIS
AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION
PROVIDED FOR IN SECTION 3.3.1, “PAYMENT,” OF THIS AGREEMENT.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT
SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON
CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR
INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES
PERFORMED IN CONNECTION WITH THIS AGREEMENT.
6.2 Liability for Use of Equipment. City shall not be liable for any damage to
persons or property as a result of the use, misuse or failure of any equipment used by Contractor,
or any of its subcontractors, or by any of their employees, even though such equipment is
furnished, rented or loaned by City.

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 6.3 Liability for Incidental and Consequential Damages. Contractor shall be
responsible for incidental and consequential damages resulting in whole or in part from
Contractor’s acts or omissions.

Article 7 Payment of Taxes

7.1 Taxes. Payment of any taxes, including possessory interest taxes, and California
sales and use taxes, levied upon this Agreement, the transaction, or the services delivered
pursuant hereto, shall be the obligation of Contractor. The City will only pay California sales
and use taxes. The Contractor is to add California sales and use taxes, if appropriate and lawful,
to the monthly payment and the tax must be properly identified on each monthly invoice. Any
other taxes now in effect which may be levied upon this Agreement, the transaction, or the
Equipment or services delivered pursuant hereto shall be borne by the Contractor. In the event
any taxes or charges are enacted after the date of execution of this Agreement, those taxes or
charges shall be borne as mutually agreed. The Contractor will indemnify and hold City
harmless from any fines, penalties or interest thereon imposed during the Agreement term or in
connection with termination of the Agreement by any federal, State or local government or
taxing authority. The taxes covered by this Section shall only include those attributable to the
equipment. Under no circumstances will the City pay any taxes imposed on, based on, or
measured by the net income of the Contractor. Contractor agrees to promptly provide
information requested by the City to verify Contractor’s compliance with any State requirements
for reporting sales and use tax paid by City under this Agreement.
7.2 Withholding. Contractor agrees that it is obligated to pay all amounts due to the
City under the San Francisco Business and Tax Regulations Code during the term of this
Agreement. Pursuant to Section 6.10-2 of the San Francisco Business and Tax Regulations
Code, Contractor further acknowledges and agrees that City may withhold any payments due to
Contractor under this Agreement if Contractor is delinquent in the payment of any amount
required to be paid to the City under the San Francisco Business and Tax Regulations Code.
Any payments withheld under this paragraph shall be made to Contractor, without interest, upon
Contractor coming back into compliance with its obligations.

Article 8 Termination
8.1 Termination
8.1.1 Termination for Cause. In the event Contractor fails to perform any of
its obligations under this Agreement, this Agreement may be terminated and all of Contractor’s
rights hereunder ended. Termination will be effective after ten days written notice to Contractor.
No new work will be undertaken after the date of receipt of any notice of termination, or five
days after the date of the notice, whichever is earlier. In the event of such termination,
Contractor will be paid for those services performed under this Agreement to the satisfaction of
the City, up to the date of termination. However, City may offset from any such amounts due
Contractor any liquidated damages or other costs City has or will incur due to Contractor’s non-
performance. Any such offset by City will not constitute a waiver of any other remedies City
may have against Contractor for financial injury or otherwise. This Section 8.1.1 shall survive
termination of this Agreement.

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 8.1.2 Termination for Convenience. City may terminate this Agreement for
City’s convenience and without cause at any time by giving Contractor thirty days written notice
of such termination. In the event of such termination, Contractor will be paid for those services
performed, pursuant to this Agreement, to the satisfaction of the City up to the date of
termination. In no event will City be liable for costs incurred by Contractor after receipt of a
notice of termination. Such non-recoverable costs include, but are not limited to, anticipated
profits on this Agreement, post-termination employee salaries, post-termination administrative
expenses, or any other cost which is not reasonable or authorized under this section. This section
shall not prevent Contractor from recovering costs necessarily incurred in discontinuing further
work under the contract after receipt of the termination notice.
8.1.3 Obligations upon Termination. Upon termination of this Agreement,
Contractor will submit an invoice to City for an amount which represents the value of its work or
services actually performed prior to the effective date of termination for which Contractor has
not previously been compensated, except that with respect to reimbursement for Contractor’s
services, in no event will the compensation paid for the month in which termination occurs be
greater than the scheduled monthly fee multiplied by a fraction, the numerator of which will be
the days in the month elapsed prior to the termination and the denominator of which shall be 31.
Upon approval and payment of this invoice by City, City shall be under no further obligation to
Contractor monetarily or otherwise.
(a) Survival. This section and the following sections of this
Agreement shall survive termination or expiration of this Agreement:

3.4 Audit and Inspection of Records 7.1 Taxes

3.5 Submitting False Claims; Monetary 8.2 Non-Waiver of Rights
Penalties
5.1 Insurance 11.6 Agreement Made in California;
Venue
5.2 Indemnification 11.8 Entire Agreement; Modifications
6.1 Liability for Use of Equipment 11.12 Provisions Controlling
6.3 Liability for Incidental and 13.1.1 Protection of Private Information
Consequential Damages

8.2 Non-Waiver of Rights. The omission by either Party at any time to enforce any
default or right reserved to it, or to require performance of any of the terms, covenants, or
provisions hereof by the other Party at the time designated, shall not be a waiver of any such
default or right to which the Party is entitled, nor shall it in any way affect the right of the Party
to enforce such provisions thereafter.

Article 9 Rights In Deliverables

9.1 Reserved.

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 Article 10 Additional Requirements Incorporated by Reference
10.1 Laws Incorporated by Reference. The full text of the laws listed in this Article
10, including enforcement and penalty provisions, are incorporated by reference into this
Agreement. The full text of the San Francisco Municipal Code provisions incorporated by
reference in this Article and elsewhere in the Agreement (“Mandatory City Requirements”) are
available at http://www.amlegal.com/codes/client/san-francisco_ca/ .
10.2 Conflict of Interest. By executing this Agreement, Contractor certifies that it
does not know of any fact which constitutes a violation of Section 15.103 of the City’s Charter;
Article III, Chapter 2 of City’s Campaign and Governmental Conduct Code; Title 9, Chapter 7 of
the California Government Code (Section 87100 et seq.), or Title 1, Division 4, Chapter 1,
Article 4 of the California Government Code (Section 1090 et seq.), and further agrees promptly
to notify the City if it becomes aware of any such fact during the term of this Agreement.
10.3 Prohibition on Use of Public Funds for Political Activity. In performing the
Services, Contractor shall comply with San Francisco Administrative Code Chapter 12G, which
prohibits funds appropriated by the City for this Agreement from being expended to participate
in, support, or attempt to influence any political campaign for a candidate or for a ballot measure.
Contractor is subject to the enforcement and penalty provisions in Chapter 12G.
10.4 Consideration of Salary History. Contractor shall comply with San Francisco
Administrative Code Chapter 12K, the Consideration of Salary History Ordinance or “Pay Parity
Act.” Contractor is prohibited from considering current or past salary of an applicant in
determining whether to hire the applicant or what salary to offer the applicant to the extent that
such applicant is applying for employment to be performed on this Agreement or in furtherance
of this Agreement, and whose application, in whole or part, will be solicited, received, processed
or considered, whether or not through an interview, in the City or on City property. The
ordinance also prohibits employers from (1) asking such applicants about their current or past
salary or (2) disclosing a current or former employee’s salary history without that employee’s
authorization unless the salary history is publicly available. Contractor is subject to the
enforcement and penalty provisions in Chapter 12K. Information about and the text of Chapter
12K is available on the web at https://sfgov.org/olse/consideration-salary-history. Contractor is
required to comply with all of the applicable provisions of 12K, irrespective of the listing of
obligations in this Section.
10.5 Nondiscrimination Requirements.
10.5.1 Nondiscrimination in Contracts. Contractor shall comply with the
provisions of Chapters 12B and 12C of the San Francisco Administrative Code. Contractor shall
incorporate by reference in all subcontracts the provisions of Sections 12B.2 (a), 12B.2(c)-(k),
and 12C.3 of the San Francisco Administrative Code and shall require all subcontractors to
comply with such provisions. Contractor is subject to the enforcement and penalty provisions in
Chapters 12B and 12C.
10.5.2 Nondiscrimination in the Provision of Employee Benefits. San
Francisco Administrative Code 12B.2. Contractor does not as of the date of this Agreement, and
will not during the term of this Agreement, in any of its operations in San Francisco, on real
property owned by San Francisco, or where work is being performed for the City elsewhere in

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the United States, discriminate in the provision of employee benefits between employees with
domestic partners and employees with spouses and/or between the domestic partners and spouses
of such employees, subject to the conditions set forth in San Francisco Administrative Code
Section 12B.2.
10.6 Local Business Enterprise and Non-Discrimination in Contracting
Ordinance. Contractor shall comply with all applicable provisions of Chapter 14B (“LBE
Ordinance”). Contractor is subject to the enforcement and penalty provisions in Chapter 14B.
Contractor shall utilize LBE Subcontractors for at least [enter percentage] of the Services except
as otherwise authorized in writing by the Director of CMD. Contractor shall incorporate the
requirements of the LBE Ordinance in each subcontract made in the fulfillment of Contractor’s
LBE subcontracting commitments.
10.7 Minimum Compensation Ordinance. If Administrative Code Chapter 12P
applies to this contract, Contractor shall pay covered employees no less than the minimum
compensation required by San Francisco Administrative Code Chapter 12P, including a
minimum hourly gross compensation, compensated time off, and uncompensated time off.
Contractor is subject to the enforcement and penalty provisions in Chapter 12P. Information
about and the text of the Chapter 12P is available on the web at http://sfgov.org/olse/mco.
Contractor is required to comply with all of the applicable provisions of 12P, irrespective of the
listing of obligations in this Section. By signing and executing this Agreement, Contractor
certifies that it complies with Chapter 12P.
10.8 Health Care Accountability Ordinance. If Administrative Code Chapter 12Q
applies to this contract, Contractor shall comply with the requirements of Chapter 12Q. For each
Covered Employee, Contractor shall provide the appropriate health benefit set forth in Section
12Q.3 of the HCAO. If Contractor chooses to offer the health plan option, such health plan shall
meet the minimum standards set forth by the San Francisco Health Commission. Information
about and the text of the Chapter 12Q, as well as the Health Commission’s minimum standards,
is available on the web at http://sfgov.org/olse/hcao. Contractor is subject to the enforcement and
penalty provisions in Chapter 12Q. Any Subcontract entered into by Contractor shall require any
Subcontractor with 20 or more employees to comply with the requirements of the HCAO and
shall contain contractual obligations substantially the same as those set forth in this Section.
10.9 First Source Hiring Program. Contractor must comply with all of the provisions
of the First Source Hiring Program, Chapter 83 of the San Francisco Administrative Code, that
apply to this Agreement, and Contractor is subject to the enforcement and penalty provisions in
Chapter 83.
10.10 Alcohol and Drug-Free Workplace. City reserves the right to deny access to, or
require Contractor to remove from, City facilities personnel of any Contractor or subcontractor
who City has reasonable grounds to believe has engaged in alcohol abuse or illegal drug activity
which in any way impairs City’s ability to maintain safe work facilities or to protect the health
and well-being of City employees and the general public. City shall have the right of final
approval for the entry or re-entry of any such person previously denied access to, or removed
from, City facilities. Illegal drug activity means possessing, furnishing, selling, offering,
purchasing, using or being under the influence of illegal drugs or other controlled substances for
which the individual lacks a valid prescription. Alcohol abuse means possessing, furnishing,
selling, offering, or using alcoholic beverages, or being under the influence of alcohol.

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Contractor agrees in the performance of this Agreement to maintain a drug-free workplace by
notifying employees that unlawful drug use is prohibited and specifying what actions will be
taken against employees for violations; establishing an on-going drug-free awareness program
that includes employee notification and, as appropriate, rehabilitation. Contractor can comply
with this requirement by implementing a drug-free workplace program that complies with the
Federal Drug-Free Workplace Act of 1988 (41 U.S.C. § 701) [or California Drug-Free
Workplace Act of 1990 Cal. Gov. Code, § 8350 et seq., if state funds involved].
10.11 Limitations on Contributions. By executing this Agreement, Contractor
acknowledges its obligations under section 1.126 of the City’s Campaign and Governmental
Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, any
department of the City for the rendition of personal services, for the furnishing of any material,
supplies or equipment, for the sale or lease of any land or building, for a grant, loan or loan
guarantee, or for a development agreement, from making any campaign contribution to (i) a City
elected official if the contract must be approved by that official, a board on which that official
serves, or the board of a state agency on which an appointee of that official serves, (ii) a
candidate for that City elective office, or (iii) a committee controlled by such elected official or a
candidate for that office, at any time from the submission of a proposal for the contract until the
later of either the termination of negotiations for such contract or twelve months after the date
the City approves the contract. The prohibition on contributions applies to each prospective party
to the contract; each member of Contractor’s board of directors; Contractor’s chairperson, chief
executive officer, chief financial officer and chief operating officer; any person with an
ownership interest of more than 10% in Contractor; any subcontractor listed in the bid or
contract; and any committee that is sponsored or controlled by Contractor. Contractor certifies
that it has informed each such person of the limitation on contributions imposed by Section 1.126
by the time it submitted a proposal for the contract, and has provided the names of the persons
required to be informed to the City department with whom it is contracting.
10.12 Consideration of Criminal History in Hiring and Employment Decisions.
10.12.1 Contractor agrees to comply fully with and be bound by all of the
provisions of Chapter 12T, “City Contractor/Subcontractor Consideration of Criminal History in
Hiring and Employment Decisions,” of the San Francisco Administrative Code (“Chapter 12T”),
including the remedies provided, and implementing regulations, as may be amended from time to
time. The provisions of Chapter 12T are incorporated by reference and made a part of this
Agreement as though fully set forth herein. The text of the Chapter 12T is available on the web
at http://sfgov.org/olse/fco. Contractor is required to comply with all of the applicable provisions
of 12T, irrespective of the listing of obligations in this Section. Capitalized terms used in this
Section and not defined in this Agreement shall have the meanings assigned to such terms in
Chapter 12T.
10.12.2 The requirements of Chapter 12T shall only apply to a Contractor’s or
Subcontractor’s operations to the extent those operations are in furtherance of the performance of
this Agreement, shall apply only to applicants and employees who would be or are performing
work in furtherance of this Agreement, and shall apply when the physical location of the
employment or prospective employment of an individual is wholly or substantially within the
City of San Francisco. Chapter 12T shall not apply when the application in a particular context
would conflict with federal or state law or with a requirement of a government agency
implementing federal or state law.

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 10.13 Public Access to Nonprofit Records and Meetings. If Contractor receives a
cumulative total per year of at least $250,000 in City funds or City-administered funds and is a
non-profit organization as defined in Chapter 12L of the San Francisco Administrative Code,
Contractor must comply with the City’s Public Access to Nonprofit Records and Meetings
requirements, as set forth in Chapter 12L of the San Francisco Administrative Code, including
the remedies provided therein.
10.14 Food Service Waste Reduction Requirements. Contractor shall comply with the
Food Service Waste Reduction Ordinance, as set forth in San Francisco Environment Code
Chapter 16, including but not limited to the remedies for noncompliance provided therein.
10.15 Tropical Hardwood and Virgin Redwood Ban. Pursuant to San Francisco
Environment Code Section 804(b), the City urges Contractor not to import, purchase, obtain, or
use for any purpose, any tropical hardwood, tropical hardwood wood product, virgin redwood or
virgin redwood wood product.

Article 11 General Provisions

11.1 Notices to the Parties. Unless otherwise indicated in this Agreement, all written
communications sent by the Parties may be by U.S. mail or e-mail, and shall be addressed as
follows:
To City: [insert name or title of department contact person, name of
department, mailing address, and e-mail address]

To Contractor: [insert name of contractor, mailing address, and e-mail address]

Any notice of default must be sent by registered mail or other trackable overnight mail.
Either Party may change the address to which notice is to be sent by giving written notice thereof
to the other Party. If email notification is used, the sender must specify a receipt notice.
11.2 Incorporation of Recitals. The matters recited above are hereby incorporated
into and made part of this Agreement.
11.3 Sunshine Ordinance. Contractor acknowledges that this Agreement and all
records related to its formation, Contractor’s performance of Services, and City’s payment are
subject to the California Public Records Act, (California Government Code §6250 et. seq.), and
the San Francisco Sunshine Ordinance, (San Francisco Administrative Code Chapter 67). Such
records are subject to public inspection and copying unless exempt from disclosure under
federal, state or local law.
11.4 Modification of this Agreement. This Agreement may not be modified, nor may
compliance with any of its terms be waived, except as noted in Section 11.1, “Notices to
Parties,” regarding change in personnel or place, and except by written instrument executed and
approved in the same manner as this Agreement. [If the contract amount is $50,000 or more then
add the following sentence:] Contractor shall cooperate with Department to submit to the
Director of CMD any amendment, modification, supplement or change order that would result in
a cumulative increase of the original amount of this Agreement by more than 20% (CMD
Contract Modification Form).

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 11.5 Dispute Resolution Procedure.
11.5.1 Negotiation; Alternative Dispute Resolution. The Parties will attempt in
good faith to resolve any dispute or controversy arising out of or relating to the performance of
services under this Agreement. If the Parties are unable to resolve the dispute, then, pursuant to
San Francisco Administrative Code Section 21.36, Contractor may submit to the Contracting
Officer a written request for administrative review and documentation of the Contractor’s
claim(s). Upon such request, the Contracting Officer shall promptly issue an administrative
decision in writing, stating the reasons for the action taken and informing the Contractor of its
right to judicial review. If agreed by both Parties in writing, disputes may be resolved by a
mutually agreed-upon alternative dispute resolution process. If the Parties do not mutually agree
to an alternative dispute resolution process or such efforts do not resolve the dispute, then either
Party may pursue any remedy available under California law. The status of any dispute or
controversy notwithstanding, Contractor shall proceed diligently with the performance of its
obligations under this Agreement in accordance with the Agreement and the written directions of
the City. Neither Party will be entitled to legal fees or costs for matters resolved under this
section.
11.5.2 Government Code Claim Requirement. No suit for money or damages
may be brought against the City until a written claim therefor has been presented to and rejected
by the City in conformity with the provisions of San Francisco Administrative Code Chapter 10
and California Government Code Section 900, et seq. Nothing set forth in this Agreement shall
operate to toll, waive or excuse Contractor’s compliance with the California Government Code
Claim requirements set forth in San Francisco Administrative Code Chapter 10 and California
Government Code Section 900, et seq.
11.6 Agreement Made in California; Venue. The formation, interpretation and
performance of this Agreement shall be governed by the laws of the State of California. Venue
for all litigation relative to the formation, interpretation and performance of this Agreement shall
be in San Francisco.
11.7 Construction. All paragraph captions are for reference only and shall not be
considered in construing this Agreement.
11.8 Entire Agreement. This contract sets forth the entire Agreement between the
Parties, and supersedes all other oral or written provisions. This Agreement may be modified
only as provided in Section 11.4, “Modification of this Agreement.”
11.9 Compliance with Laws. Contractor shall keep itself fully informed of the City’s
Charter, codes, ordinances and duly adopted rules and regulations of the City and of all state, and
federal laws in any manner affecting the performance of this Agreement, and must at all times
comply with such local codes, ordinances, and regulations and all applicable laws as they may be
amended from time to time.
11.10 Severability. Should the application of any provision of this Agreement to any
particular facts or circumstances be found by a court of competent jurisdiction to be invalid or
unenforceable, then (i) the validity of other provisions of this Agreement shall not be affected or
impaired thereby, and (ii) such provision shall be enforced to the maximum extent possible so as
to effect the intent of the Parties and shall be reformed without further action by the Parties to the
extent necessary to make such provision valid and enforceable.

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 11.11 Cooperative Drafting. This Agreement has been drafted through a cooperative
effort of City and Contractor, and both Parties have had an opportunity to have the Agreement
reviewed and revised by legal counsel. No Party shall be considered the drafter of this
Agreement, and no presumption or rule that an ambiguity shall be construed against the Party
drafting the clause shall apply to the interpretation or enforcement of this Agreement.
11.12 Provisions Controlling. Contractor further agrees that in the event of conflicting
language between this Agreement and Contractor’s printed form, the provisions of this
Agreement shall take precedence.
11.13 Section Headings. All section headings contained herein are for convenience and
reference only and are not intended to define or limit the scope of any provision of this
Agreement.

Article 12 Department Specific Terms

12.1 Reserved.
Article 13 Data and Security
13.1 Nondisclosure of Private, Proprietary or Confidential Information.
13.1.1 Protection of Private Information. If this Agreement requires City to
disclose “Private Information” to Contractor within the meaning of San Francisco Administrative
Code Chapter 12M, Contractor and subcontractor shall use such information only in accordance
with the restrictions stated in Chapter 12M and in this Agreement and only as necessary in
performing the Services. Contractor is subject to the enforcement and penalty provisions in
Chapter 12M.
13.1.2 Confidential Information. In the performance of Services, Contractor
may have access to City’s proprietary or Confidential Information, the disclosure of which to
third parties may damage City. If City discloses proprietary or Confidential Information to
Contractor, such information must be held by Contractor in confidence and used only in
performing the Agreement. Contractor shall exercise the same standard of care to protect such
information as a reasonably prudent contractor would use to protect its own proprietary or
Confidential Information.

Article 14 MacBride and Signature

MacBride Principles - Northern Ireland. The provisions of San Francisco Administrative
Code §12F are incorporated herein by this reference and made part of this Agreement. By
signing this Agreement, Contractor confirms that Contractor has read and understood that the
City urges companies doing business in Northern Ireland to resolve employment inequities and
to abide by the MacBride Principles, and urges San Francisco companies to do business with
corporations that abide by the MacBride Principles.

[Contractor name] (PeopleSoft ID and/or Department-assigned number]

P-630 (11-20) 21 of __ [date ]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day first
mentioned above.

CITY CONTRACTOR

Recommended by: [company name]

___________________________________ _____________________________________
[name] [name of authorized representative]
[title] [title]
[department] [optional: address]
[optional: city, state, ZIP]

City Supplier Number: [Supplier Number]

Approved as to Form:

Dennis J. Herrera
City Attorney

By: ________________________________
[name of Deputy City Attorney]
Deputy City Attorney

Approved:
Sailaja Kurella
Acting Director of the Office of Contract
Administration, and Purchaser

By: _________________________
[name of Purchaser or “Name:_______________”]

Appendices
A: Scope of Services
B: Calculation of Charges

[Contractor name] (PeopleSoft ID and/or Department-assigned number]

P-630 (11-20) 22 of __ [date ]
 Appendix A
Scope of Services

1. Description of Services

[contractor name]
P-630 (11-20); Appendix A Page 1 of XX [date ]
 Appendix B
Calculation of Charges

[contractor name]
P-630 (11-20); Appendix B Page 1 of XX [date]