HomeMy WebLinkAbout04-22-2020 Resilient SLO Agreement with Ascent EnvironmentalAgreement Page 1
AGREEMENT
THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this _____day of ______,
2020 by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City,
and Ascent Environmental hereinafter referred to as Contractor or Consultant.
W I T N E S S E T H:
WHEREAS, on August 20, 2019, the City Council accepted a Climate Change Adaptation Grant (Grant)
from the California Transportation Commission in order to conduct an assessment of the community’ s vulnerability
to the impacts of climate change and update the Safety Element of the General Plan to include a strong adaptation
and resilience focus.; and
WHEREAS, on January 21, 2020, they City Cou ncil approved a contract with the Local Government
Commission, a co-applicant on the grant, for a portion of the work required for the project including support for
project management, an audit of current adaptation policies, a capacity and coordination assessment and community
outreach and education along with subject-matter expertise throughout the duration of the project;
WHEREAS, The City distributed a Request For Proposals for the project on February 10, 2020 to prepare
the hazard and vulnerability assessments and adaptation strategies in support of the General Plan Safety Element
update;
WHEREAS, after a competitive selection process, the City wants to engage the services of Ascent
Environmental for the project as outlined in the Request for Proposals; and
WHEREAS, Contractor is qualified to perform this type of service and has submitted a cost proposal to do
so which has been accepted by City.
NOW THEREFORE, in consideration of their mutual promises, obligations and covenant s hereinafter
contained, the parties hereto agree as follows:
1. TERM. The term of this Agreement shall be from the date this Agreement is made and entered,
as first written above, until as first written above, until acceptance or completion of said services.
Agreement Page 2
2. INCORPORATION BY REFERENCE The Contractor’s scope of work incorporated in and
made a part of this Agreement attached as Exhibit A. The City’s terms and conditions are hereby incorporated in an
made a part of this Agreement as Exhibit B. The City’s insurance requirements and contractor’s proof of insurance
are hereby incorporated in and made part of this Agreement attached as Exhibit C. To the extent that there are any
conflicts between the Contractor’s fees and scope of work and the City’s terms and conditions, the City’s terms and
conditions shall prevail, unless specifically agreed otherwise in writing signed by both parties.
3. CITY'S OBLIGATIONS. For providing services as specified in this Agreement, City agrees to
cooperate with Consultant in the completion of the work described in the Scope of Work attached her eto and
incorporated by reference. City will pay and Consultant shall therefore receive payments in accordance with that
scope of work for the total sum of $287,500.
4. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and agreements
hereinbefore mentioned to be made and performed b y City, Consultant agrees with City to provide all specified
services as set forth in the Scope of Work attached hereto and incorporated herein by this reference. Consultant may
not amend the Scope of Work, either to modify provisions or to add or delete provisions, without prior written
consent of the City's Project Manager.
5. AMENDMENTS. Any amendment, modification, or variation from the terms of this Agreement
shall be in writing and shall be effective only upon approval by the authorized agent of the City, in compliance with
City policies.
6. COMPLETE AGREEMENT. This written Agreement, including all writings specifically
incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral
agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of
any force or effect, nor shall any such oral agreement, understanding, or representation be binding upon the parties
hereto.
7. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage
prepaid by registered or certified mail ad dressed as follows:
City City of San Luis Obispo
919 Palm Street
San Luis Obispo, CA 93401
Attn: Michael Codron, Community Development Director
Contractor Ascent Environmental
455 Capitol Mall, Suite 300
Sacramento, CA 95814
Attn: Honey Walters, Principal
Agreement Page 3
8. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each
individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute
Agreements for such party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year
first above written.
CITY OF SAN LUIS OBISPO, A Municipal Corporation
By:_____________________________________
Heidi Harmon, Mayor
ATTEST:
_______________________________
City Clerk
APPROVED AS TO FORM: Ascent Environmental
________________________________ By: _____________________________________
City Attorney
honey l walters (Apr 3, 2020)
EXHIBIT B
GENERAL TERMS AND CONDITIONS
1. Insurance Requirements. The Contractor shall provide proof of insurance in the form,
coverages and amounts specified in Section E of the City’s Request for Proposal referenced in
paragraph 2 of the Agreement, unless changes are otherwise approved and agreed to in writing
between the parties. If the Agreement is entered into outside of a Request for Proposal,
Contractor shall provide proof of insurance in the form in the form coverages and amounts
specified in Exhibit B
2. Business License & Tax. The Contractor must have a valid City of San Luis Obispo
business license & tax certificate before execution of the contract. Additional information
regarding the City’s business tax program may be obtained by calling (805) 781-7134.
3. Ability to Perform. The Contractor warrants that it possesses, or has arranged through
subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out
and complete the work hereunder in compliance with all federal, state, county, city, and special
district laws, ordinances, and regulations.
4. Laws to be Observed. The Contractor shall keep itself fully informed of and shall
observe and comply with all applicable state and federal laws and county and City of San Luis
Obispo ordinances, regulations and adopted codes during its performance of the work.
5. Payment of Taxes. The contract prices shall include full compensation for all taxes that
the Contractor is required to pay.
6. Permits and Licenses. The Contractor shall procure all permits and licenses, pay all
charges and fees, and give all notices necessary.
7. Safety Provisions. The Contractor shall conform to the rules and regulations pertaining
to safety established by OSHA and the California Division of Industrial Safety.
8. Public and Employee Safety. Whenever the Contractor’s operations create a condition
hazardous to the public or City employees, it shall, at its expense and without cost to the City,
furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other
devices and take such other protective measures as are necessary to prevent accidents or damage
or injury to the public and employees.
9. Preservation of City Property. The Contractor shall provide and install suitable
safeguards, approved by the City, to protect City property from injury or damage. If City
property is injured or damaged resulting from the Contractor’s operations, it shall be replaced or
restored at the Contractor’s expense. The facilities shall be replaced or restored to a condition as
good as when the Contractor began work.
10. Immigration Act of 1986. The Contractor warrants on behalf of itself and all
subcontractors engaged for the performance of this work that only persons authorized to work in
the United State pursuant to the Immigration Reform and Control Act of 1986 and other
applicable laws shall be employed in the performance of the work hereunder.
11. Contractor Non-Discrimination. In the performance of this work, the Contractor
agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in
discrimination in employment of persons because of age, race, color, sex, national origin or
ancestry, sexual orientation, or religion of such persons.
12. Work Delays. Should the Contractor be obstructed or delayed in the work required to be
done hereunder by changes in the work or by any default, act, or omission of the City, or by
strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials,
equipment, or labor due to federal government restrictions arising out of defense or war
programs, then the time of completion may, at the City’s sole option, be extended for such
periods as may be agreed upon by the City and the Contractor. In the event that there is
insufficient time to grant such extensions prior to the completion date of the contract, the City
may, at the time of acceptance of the work, waive liquidated damages that may have accrued for
failure to complete on time, due to any of the above, after hearing evidence as to the reasons for
such delay, and making a finding as to the causes of same.
13. Payment Terms. The City’s payment terms are 30 days from the receipt of an original
invoice and acceptance by the City of the materials, supplies, equipment, or services provided by
the Contractor (Net 30).
14. Inspection. The Contractor shall furnish City with every reasonable opportunity for City
to ascertain that the services of the Contractor are being performed in accordance with the
requirements and intentions of this contract. All work done, and all materials furnished, if any,
shall be subject to the City’s inspection and approval. The inspection of such work shall not
relieve Contractor of any of its obligations to fulfill its contract requirements.
15. Audit. The City shall have the option of inspecting and/or auditing all records and other
written materials used by Contractor in preparing its invoices to City as a condition precedent to
any payment to Contractor.
16. Interests of Contractor. The Contractor covenants that it presently has no interest, and
shall not acquire any interest—direct, indirect or otherwise—that would conflict in any manner
or degree with the performance of the work hereunder. The Contractor further covenants that, in
the performance of this work, no subcontractor or person having such an interest shall be
employed. The Contractor certifies that no one who has or will have any financial interest in
performing this work is an officer or employee of the City. It is hereby expressly agreed that, in
the performance of the work hereunder, the Contractor shall at all times be deemed an
independent contractor and not an agent or employee of the City.
17. Hold Harmless and Indemnification.
(a) Non-design, non-construction Professional Services: To the fullest extent permitted by
law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant
shall indemnify, defend, and hold harmless the City, and its elected officials, officers,
employees, volunteers, and agents (“City Indemnitees”), from and against any and all causes of
action, claims, liabilities, obligations, judgments, or damages, including reasonable legal
counsels’ fees and costs of litigation (“claims”), arising out of the Consultant’s performance or
Consultant’s failure to perform its obligations under this Agreement or out of the operations
conducted by Consultant, including the City’s active or passive negligence, except for such loss
or damage arising from the sole negligence or willful misconduct of the City. In the event the
City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising
from Consultant’s performance of this Agreement, the Consultant shall provide a defense to the
City Indemnitees or at the City’s option, reimburse the City Indemnitees their costs of defense,
including reasonable legal fees, incurred in defense of such claims.
(b) Non-design, construction Professional Services: To the extent the Scope of Services
involve a “construction contract” as that phrase is used in Civil Code Section 2783, this
paragraph shall apply in place of paragraph A. To the fullest extent permitted by law (including,
but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify,
defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and
agents (“City Indemnitees”), from and against any and all causes of action, claims, liabilities,
obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of
litigation (“claims”), arising out of the Consultant’s performance or Consultant’s failure to
perform its obligations under this Agreement or out of the operations conducted by Consultant,
except for such loss or damage arising from the active negligence, sole negligence or willful
misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit,
or other adversarial proceeding arising from Consultant’s performance of this Agreement, the
Consultant shall provide a defense to the City Indemnitees or at the City’s option, reimburse the
City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of
such claims.
(c) Design Professional Services: In the event Consultant is a “design professional”, and the
Scope of Services require Consultant to provide “design professional services” as those phrases
are used in Civil Code Section 2782.8, this paragraph shall apply in place of paragraphs A or B.
To the fullest extent permitted by law (including, but not limited to California Civil Code
Sections 2782 and 2782.8) Consultant shall indemnify, defend and hold harmless the City and its
elected officials, officers, employees, volunteers and agents (“City Indemnitees”), from and
against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert
consultant and expert witness fees arising out of, pertaining to or relating to, the negligence,
recklessness or willful misconduct of Consultant, except to the extent caused by the sole
negligence, active negligence or willful misconduct of the City. Negligence, recklessness or
willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed
to be the negligence, recklessness or willful misconduct of Consultant unless adequately
corrected by Consultant. In the event the City Indemnitees are made a party to any action,
lawsuit, or other adversarial proceeding arising from Consultant’s performance of this
Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City’s
option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees,
incurred in defense of such claims. In no event shall the cost to defend charged to Consultant
under this paragraph exceed Consultant’s proportionate percentage of fault. However,
notwithstanding the previous sentence, in the event one or more defendants is unable to pay its
share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and
confer with other parties regarding unpaid defense costs.
(d) The review, acceptance or approval of the Consultant’s work or work product by any
indemnified party shall not affect, relieve or reduce the Consultant’s indemnification or defense
obligations. This Section survives completion of the services or the termination of this contract.
The provisions of this Section are not limited by and do not affect the provisions of this contract
relating to insurance.
18. Contract Assignment. The Contractor shall not assign, transfer, convey or otherwise
dispose of the contract, or its right, title or interest, or its power to execute such a contract to any
individual or business entity of any kind without the previous written consent of the City.
19. Termination for Convenience. The City may terminate all or part of this Agreement for
any or no reason at any time by giving 30 days written notice to Contractor. Should the City
terminate this Agreement for convenience, the City shall be liable as follows: (a) for standard or
off-the-shelf products, a reasonable restocking charge not to exceed ten (10) percent of the total
purchase price; (b) for custom products, the less of a reasonable price for the raw materials,
components work in progress and any finished units on hand or the price per unit reflected on
this Agreement. For termination of any services pursuant to this Agreement, the City’s liability
will be the lesser of a reasonable price for the services rendered prior to termination, or the price
for the services reflected on this Agreement. Upon termination notice from the City, Contractor
must, unless otherwise directed, cease work and follow the City’s directions as to work in
progress and finished goods.
20. Termination. If, during the term of the contract, the City determines that the Contractor
is not faithfully abiding by any term or condition contained herein, the City may notify the
Contractor in writing of such defect or failure to perform. This notice must give the Contractor a
10 (ten) calendar day notice of time thereafter in which to perform said work or cure the
deficiency.
If the Contractor has not performed the work or cured the deficiency within the ten days
specified in the notice, such shall constitute a breach of the contract and the City may terminate
the contract immediately by written notice to the Contractor to said effect. Thereafter, neither
party shall have any further duties, obligations, responsibilities, or rights under the contract
except, however, any and all obligations of the Contractor’s surety shall remain in full force and
effect, and shall not be extinguished, reduced, or in any manner waived by the terminations
thereof.
In said event, the Contractor shall be entitled to the reasonable value of its services performed
from the beginning date in which the breach occurs up to the day it received the City’s Notice of
Termination, minus any offset from such payment representing the City’s damages from such
breach. “Reasonable value” includes fees or charges for goods or services as of the last
milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in
the Agreement payment schedule; compensation for any other work, services or goods
performed or provided by the Contractor shall be based solely on the City’s assessment of the
value of the work-in-progress in completing the overall work scope.
The City reserves the right to delay any such payment until completion or confirmed
abandonment of the project, as may be determined in the City’s sole discretion, so as to permit a
full and complete accounting of costs. In no event, however, shall the Contractor be entitled to
receive in excess of the compensation quoted in its proposal.
Exhibit C
INSURANCE REQUIREMENTS
Consultant Services
The Consultant shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property which may arise from or in connection with
the performance of the work hereunder by the Consultant, its agents, representatives,
employees or subcontractors.
Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG
0001).
2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile
Liability, code 1 (any auto).
3. Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
4. Errors and Omissions Liability insurance as appropriate to the consultant's profession.
Minimum Limits of Insurance. Consultant shall maintain limits no less than:
1. General Liability: Consultant shall maintain commercial general liability insurance with
coverage at least as broad as Insurance Services Office form CG 00 01, in an amount
not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability
that has not been amended. Any endorsement restricting standard ISO “insured
contract” language will not be accepted.
2. Automobile Liability: Consultant shall maintain automobile insurance at least as broad
as Insurance Services Office form CA 00 01 covering bodily injury and property damage
for all activities of the Vendor arising out of or in connection with Work to be performed
under this Agreement, including coverage for any owned, hired, non-owned or rented
vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
3. Employer's Liability: Consultant shall maintain Workers’ Compensation Insurance
(Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
Consultant shall submit to the City, along with the certificate of insurance, a Waiver of
Subrogation endorsement in favor of the City, its officers, agents, employees and
volunteers.
4. Errors and Omissions Liability: Consultant shall maintain professional liability insurance
that covers the Services to be performed in connection with this Agreement, in the
minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception
date, continuity date, or retroactive date must be before the effective date of this
agreement and Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the services required by this agreement.
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be
declared to and approved by the City. At the option of the City, either: the insurer shall reduce
or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials,
employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
Other Insurance Provisions. The general liability and automobile liability policies are to
contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be covered as
insureds as respects: liability arising out of activities performed by or on behalf of the
Consultant; products and completed operations of the Consultant; premises owned,
occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by
the Consultant. The coverage shall contain no special limitations on the scope of
protection afforded to the City, its officers, official, employees, agents or volunteers.
2. For any claims related to this project, the Consultant's insurance coverage shall be
primary insurance as respects the City, its officers, officials, employees, agents and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees, agents or volunteers shall be excess of the Consultant's insurance and shall
not contribute with it.
3. The Consultant's insurance shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
4. Each insurance policy required by this clause shall be endorsed to state that coverage
shall not be suspended, voided, canceled by either party, reduced in coverage or in
limits except after thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
5. All insurance coverage maintained or procured pursuant to this agreement shall be
endorsed to waive subrogation against Agency, its elected or appointed officers, agents,
officials, employees and volunteers or shall specifically allow Vendor or others providing
insurance evidence in compliance with these specifications to waive their right of
recovery prior to a loss. Vendor hereby waives its own right of recovery against Agency
and shall require similar written express waivers and insurance clauses from each of its
subconsultants.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's
rating of no less than A:VII.
Verification of Coverage. Consultant shall furnish the City with a certificate of insurance
showing maintenance of the required insurance coverage. Original endorsements effecting
general liability and automobile liability coverage required by this clause must also be provided.
The endorsements are to be signed by a person authorized by that insurer to bind coverage on
its behalf. All endorsements are to be received and approved by the City before work
commences.
Signatures Pages & General Terms &
Conditions from City of San Luis Obispo -
Resilient SLO - Agreement- April 2020
Final Audit Report 2020-04-03
Created:2020-04-03
By:Tasha Hengl (Tasha.Hengl@ascentenvironmental.com)
Status:Signed
Transaction ID:CBJCHBCAABAAn101fFR7sMir9CUWbIA_PV8r31zOyHwn
"Signatures Pages & General Terms & Conditions from City of S
an Luis Obispo - Resilient SLO - Agreement- April 2020" History
Document created by Tasha Hengl (Tasha.Hengl@ascentenvironmental.com)
2020-04-03 - 8:03:30 PM GMT- IP address: 98.224.80.116
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2020-04-03 - 8:03:48 PM GMT
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Signed document emailed to Tasha Hengl (Tasha.Hengl@ascentenvironmental.com) and honey l walters
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