HomeMy WebLinkAboutChildcare -2023AGREEMENT
THIS AGREEMENT is made and entered into in the City of San Luis Obispo on
________________, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter
referred to as "City," and the COMMUNITY ACTION PARTNERSHIP OF SAN LUIS OBISPO, a 501(c)(6) non-
profit corporation organized under the laws of the State of California, with a place of business at 1030
Southwood Drive, San Luis Obispo, California 93401 hereinafter referred to as "Contractor" or "CAPSLO."
W I T N E S S E T H:
WHEREAS, the City, as part of its 2023-2024 Budget, has recognized Childcare as an critical to the Major
City Goal of Economic Resiliency, Cultural Vitality and Fiscal Sustainability; and
WHEREAS, The Community Action Partnership of San Luis Obispo County has operated as San Luis
Obispo County's designated community action agency since 1965, providing services to low-income and
vulnerable populations throughout the County; and
WHEREAS, CAPSLO has the administrative capacity, experience, and infrastructure to oversee complex
grants; and
WHEREAS, both the City and CAPSLO recognize the negative social and economic impact that insufficient
child care opportunities in the City have upon families; and
WHEREAS, CAPSLO is directing a pilot project to provide direct support for family childcare start-ups
through their Child Care Resources Connection, Resource and Referral Programs initiatives to incentivize
business creation and eliminate barriers to licensure; and
WHEREAS, both the City and CAPSLO recognize that supporting childcare capacity in the City is an
opportunity to empower more parents to return to work and support economic recovery and growth.
NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter
contained, the parties hereto agree as follows:
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1. TERM. The term of this Agreement shall be from the date this Agreement is made and
entered, as first written above, until June 30th, 2025, and acceptance or completion of said services.
2. INCORPORATION BY REFERENCE. The Contractor agrees to comply with the City's
standard terms and conditions and insurance requirements, which are attached hereto as Exhibits A and
B, respectively, and incorporated herein by this reference. The Contractor agrees to perform the scope
of services as set forth in Exhibit C, which is incorporated herein by this reference. Should there be any
conflict between provisions set forth in the Exhibits, the City's standard terms and conditions shall
control.
3. CITY'S OBLIGATIONS. For providing services as specified in this Agreement, City will
pay, and Contractor shall receive therefore compensation in a total sum not to exceed $50,000.
4. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and
agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City to
provide services as set forth in Exhibit C. In addition, the Contractor will ensure that the support of the
City will be recognized in all promotions of this program in all forms of media, including but not limited
to print, radio, television, social and web-based.
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 City Manager of the City.
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 addressed as follows:
City Derek Johnson
City Manager
City of San Luis Obispo
990 Palm Street
San Luis Obispo, CA 93401
Contractor Biz Steinberg, CEO
CAPSLO
1030 Southwood Drive
San Luis Obispo, CA 93401
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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: _____________________________________
City Manager
APPROVED AS TO FORM:
________________________________ By: _____________________________________
City Attorney Biz Steinberg, Chief Executive Officer, CAPSLO
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EXHIBIT A. 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 Request for Proposals, unless changes are otherwise approved by City, or if
there was no Request for Proposal proof of insurance 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. 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
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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. INDEMNIFICATION AND DEFENSE. To the fullest extent permitted by law (including, but not limited to
California Civil Code Sections 2782 and 2782.8), Contractor 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 Contractor’s performance or Contractor’s failure to perform its
obligations under this Agreement or out of the operations conducted by Contractor, including the City’s passive
negligence, except for such loss or damage arising from the sole or active 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 Contractor’s performance of this Agreement, the Contractor 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.
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
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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.
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EXHIBIT B: INSURANCE REQUIREMENTS
Without limiting Contractor’s indemnification of City, and prior to commencement of work, Contractor shall obtain,
provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the types and
amounts described below and in a form that is satisfactory to City.
General liability insurance. Contractor 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.
Umbrella or excess liability insurance. [If required to meet higher limits]. Contractor may
obtain and maintain an umbrella liability insurance policy with limits that will provide bodily
injury, personal injury, and property damage liability coverage, including commercial
general liability, automobile liability, and employer’s liability. Such policy or policies shall
include the following terms and conditions:
• A drop-down feature requiring the policy to respond if any primary insurance that would
otherwise have applied proves to be uncollectible in whole or in part for any reason, other
than bankruptcy or insolvency of said primary insurer;
• “Pay on behalf of” wording as opposed to “reimbursement”;
• Concurrency of effective dates with primary policies.
Excess insurance. Should Contractor obtain and maintain an excess liability policy, such policy shall be excess over
commercial general liability, automobile liability, and employer’s liability policies. Such policy or policies shall include
wording that the excess liability policy follows the terms and conditions of the underlying policies.
Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation
Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least
$1,000,000). Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation
endorsement in favor of City, its officers, agents, employees, and volunteers
Notice of cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to
provide the City with a thirty (30) day notice of cancellation (except for nonpayment for
which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
If any of the Contractor’s insurers are unwilling to provide such notice, then Contractor shall have the
responsibility of notifying the City immediately in the event of Contractor’s failure to renew any
of the required insurance coverages or insurer’s cancellation or non-renewal.
Additional insured status. General liability, automobile liability, and umbrella/excess liability
insurance policies shall provide or be endorsed to provide that City and its officers, officials,
employees, agents, and volunteers shall be additional insureds under such policies.
Prohibition of undisclosed coverage limitations. None of the coverages required herein
shall comply with these requirements if they include any limiting endorsement of any
kind that has not been first submitted to City and approved of in writing.
Separation of insureds. A severability of interests provision must apply for all additional
insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the insurer’s limits of liability. The
policy(ies) shall not contain any cross-liability exclusions.
Pass through clause. Contractor agrees to ensure that its subconsultants, subcontractors, and
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any other party who is brought onto or involved in the project/service by Contractor (hereinafter
collectively “subcontractor”), provide the same minimum insurance coverage and endorsements required of
Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that
such coverage is provided in conformity with the requirements of this section. However, in the event Contractor’s
subcontractor cannot comply with this requirement, which proof must be submitted to the City, Contractor shall be
required to ensure that its subcontractor provide and maintain insurance coverage and endorsements sufficient to
the specific risk of exposure involved with subcontractor’s scope of work and services, with limits less than required
of the Contractor, but in all other terms consistent with the Contractor’s requirements under this agreement. This
provision does not relieve the Contractor of its
contractual obligations under the agreement and/or limit its liability to the amount of insurance
coverage provided by its subcontractors. This provision is intended solely to provide Contractor
with the ability to utilize a subcontractor who may be otherwise qualified to perform the work or services but may
not carry the same insurance limits as required of the Contractor under this
agreement given the limited scope of work or services provided by the subcontractor. Contractor
agrees that upon request, all agreements with subcontractors, and others engaged in the
project, will be submitted to City for review.
City’s right to revise specifications. The City reserves the right at any time during
the term of the contract to change the amounts and types of insurance required by giving the
Contractor ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’s
compensation.
Self-insured retentions. Any self-insured retentions must be declared to and approved by
City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible, or require proof of ability to pay losses and related
investigations, claim administration, and defense expenses within the retention through
confirmation from the underwriter.
Timely notice of claims. Contractor shall give City prompt and timely notice of claims made
or suits instituted that arise out of or result from Contractor’s performance under this Agreement,
and that involve or may involve coverage under any of the required liability policies.
Additional insurance. Contractor shall also procure and maintain, at its own cost and expense,
any additional kinds of insurance, which in its own judgment may be necessary for its proper
protection and prosecution of the Work.
Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the
required insurance coverage, as well as endorsements effecting general liability coverage.. All endorsements are to
be received and approved by the City before work commences.
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