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Reach Agreement FY 23-25
AGREEMENT 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 REACH hereinafter referred to as Consultant. W I T N E S S E T H: WHEREAS, the City accepted Requests and wants Consultant to perform a Regional Economic Development Services. WHEREAS, Consultant is qualified to perform this type of service and has submitted a proposal on March 14, 2023. to do so which has been accepted by City. NOW THEREFORE, in consideration of their mutual promises, obligations and covenants 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 acceptance and completion of said services. 2.INCORPORATION BY REFERENCE The Contractor’s fees and scope of work are 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 requireme nts and contractors 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 Cit y’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 will pay and Consultant shall receive therefor compensation in a total sum not to exceed $50,000. 4.CONSULTANT’S OBLIGATIONS. For and in consideration of the payments and Agreements herein before mentioned to be made and performed by City, Consultant agrees with City to provide services as set forth in Exhibit A. 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 Council or City Manager of the City. DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 4/26/2023 | 9:21 AM PDT 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 990 Palm Street San Luis Obispo, CA 93401 Consultant/Consultant REACH ATTN: Melissa James 3765 S Higuera St # 102, San Luis Obispo, CA 93401 8.AUTHORITY TO EXECUTE AGREEMENT. Both City and Consultant 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:_____________________________________ Department Head REACH By: _______________________________________ President &CEO APPROVED TO FORM: __________________________________________ City Attorney DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 Exhibit ADocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 TABLE OF CONTENTS Executive Summary 2 About REACH 3 REACH 2030 5 Proposal Overview 6 Scope of Work 8 Team 11 DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 EXECUTIVE SUMMARY REACH and the local communities have built a strong foundation of partnership that can be harnessed for much-needed action to support economic diversification and resilience.REACH has been privileged to collaborate with the City and stakeholders across the region in the creation of the REACH 2030 Plan in 2020,the response to the COVID-19 crisis,planning for new innovation hubs around Diablo Canyon and offshore wind,tackling challenges related to housing and infrastructure,and leading a 2-county effort to advance good-paying jobs in target industries and develop a regional comprehensive economic development strategy.. To support our economic planning and action over the near-and mid-term,REACH is proposing a partnership with the City of San Luis Obispo that focuses on reinventing,restructuring,and building deeper resilience into our local economy. A quick look at the landscape we were facing before COVID-19 tells us that people are struggling:two out of three of our jobs paid less than $50,000,and these low-wage jobs have been growing faster than any other income level;86%of residents did not believe youth today would be able to afford a life on the Central Coast as adults;and despite what was the longest economic expansion in our nation's history,half of our jobs had a median wage of $25,000 a year. By increasing economic diversity in the form of growing target industries,we can build a more resilient economy that creates not only higher-paying jobs but also jobs and businesses that are less vulnerable to future shocks and recessions. REACH and the City have led the way in demonstrating the value and need for regional collaboration and coordination to advance these goals,recognizing that we are interdependent upon one another and that we need to work together to ensure a healthy,prosperous future for our region and the people in it.In this spirit,REACH looks forward to continuing to partner with the City to work as a convener and catalyst to ensure public,private,education and non-profit sectors work together to ensure our region’s economic planning and action is unified and successful. DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 ABOUT REACH REACH is a private sector-led economic impact organization designed to drive action and economic planning across industry sectors, county lines and political aisles. To do that, REACH works with a large and diverse network of civic organizations, private-sector leaders, and government and education partners to drive key initiatives that advance the economic health of the region and the people in it. The mission of REACH is to increase economic prosperity through big thinking, bold action and regional collaboration in pursuit of a vision that the Central Coast will be a place where current and future generations have the opportunity to thrive. The work of REACH is guided by a triple-bottom-line approach, balancing social, economic and environmental sustainability with the following principles that guide the work: 1. PEOPLE FIRST We commit to creating an inclusive economy that raises the standard of living for all. 2. ECONOMIC RESILIENCE We aim to foster an economy that is diverse, sustainable and not over-reliant on any one sector. 3. THE LONG GAME We take the long view, working to ensure that future generations have the opportunity to live, work and thrive here. 4. ENVIRONMENTAL STEWARDSHIP We treasure our natural resources and commit to embedding a sustainability mindset in our systems and decisions. 5. RISE TOGETHER We rise above competing interests and embrace collaboration in order to create greater economic prosperity for all. DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 REACH was established to serve a pressing need across the Central Coast region to build the strategy and partnerships and drive the action needed to support economic expansion and job creation.Initiatives and projects are advanced in partnership with many stakeholders and require detailed planning,efficient alignment of effort and resources,and the agility to respond to emerging opportunities.Modeled after successful regional economic development organizations across the country,the role of REACH is to convene and catalyze the ecosystem of partners. REACH does this in the following ways: 1.DRIVE:REACH takes the lead on regional high-impact initiatives requiring multiple stakeholder collaboration. 2.FOSTER:REACH works to convene key target industries with the goal of harnessing accelerated growth opportunities. 3.SUPPORT:REACH supports the efforts of public and nonprofit sectors already doing the work of regional planning and economic development to ensure those efforts are integrated and optimized. 4.MEASURE:REACH utilizes economic data to develop performance measurements that track progress toward our goal of inclusive economic well-being. DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 REACH 2030 REACH 2030 is an action plan for job creation on the Central Coast,created in partnership with the County of San Luis Obispo and the seven cities,along with other local government entities, education partners,business representatives,and community organizations across SLO and Santa Barbara Counties with a goal of creating 15,000 new good-paying jobs across the Central Coast by 2030. The process included data-gathering and analysis,followed by a poll gauging the outlook of the regional workforce.REACH then brought in the expertise of Deloitte,the world’s largest consultancy,to help identify ways to unlock economic potential.REACH conducted 5 facilitated engagements with leaders in each part of the region,2 day-long tactical sessions aimed at amplifying the potential of two major assets,Diablo Canyon and Vandenberg SFB,and an immersive,two-day event with top regional leaders and Gov.Newsom’s chief economic and business advisor.Months of research and collaborative engagement were distilled into an action plan that will direct our collective efforts now and over the decade to come with a strategic goal of creating more high-paying jobs for more people for more inclusive economic prosperity. This plan details four comprehensive strategic priorities,six strategic initiatives,and dozens of actions designed to fortify the Central Coast economy by building more economic diversity and resilience into the economy over the mid and long term: 1.ACCELERATE JOB GROWTH IN TARGET INDUSTRIES By bolstering industry segments,such as aerospace and defense,agritech, technology and energy/clean tech 2.CREATE WORLD-CLASS INNOVATION HUBS By optimizing Diablo Canyon and Vandenberg Air Force Base as economic engines 3.BREAK DOWN BARRIERS TO JOB CREATION By addressing housing,transportation,water and related challenges and embracing innovative financing tools 4.PREPARE RESIDENTS FOR THE JOBS OF TODAY AND TOMORROW By aligning educational and workforce opportunities The full plan can be viewed at: https://reachcentralcoast.org /wp-content/uploads/2020/07/REACH2030_ActionPlan.pdf DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 PROPOSAL OVERVIEW REACH is proposing a partnership with the City of San Luis Obispo to support economic expansion and job creation on the Central Coast. Over the next 24 months,REACH proposes partnership with the City of San Luis Obispo on the following activities: 1.Host publically accessible Central Coast Data Center with available assets and data that support economic expansion This data will be made available on an online platform and will support policymakers and business leaders in understanding the assets and opportunities specifically for the City of San Luis Obispo as well as the broader region.Data will be hosted on the REACH website and accessible to the public and will include: 1)Commercial property inventory and search functionality 2)Demographic data 3)Transportation 4)Broadband 5)Local zoning 6)Industry mapping 7)Business search 8)Talent pool 9)Interactive maps 10)Local GIS layers 11)Wage data 12)Co-working spaces, incubators, tech parks 2.Showcase the City of San Luis Obispo as part of regional promotion activities and marketing As REACH launches a regionwide,Central Coast branding and promotional campaign,we will work with the City of San Luis Obispo to showcase the local relocation business case (why to grow your business here)through our website,digital advertising,social media and other tactics with a goal to promote the strengths and assets of the City of San Luis Obispo as an economic driver within the region.REACH will also represent the City with statewide organizations in order to increase competitiveness,foster investment,create statewide recognition and ultimately expand opportunity on the Central Coast. DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 3.Enable and support the expansion,attraction and retention of business in the City of San Luis Obispo REACH will support local business attraction,retention and expansion efforts,including through convening and coordinating regional activities through a Central Coast Economic Development Practitioners Network and by supporting development of web based proposals to attract new business and showcase local assets and resources. 4.Participation in REACH advisory and tactical bodies REACH Council – The city manager or designee will have a seat on the REACH Council. The REACH Council meets bimonthly as the steering committee of the REACH 2030 plan with a charge to guide the implementation of strategic initiatives. Those lending their expertise and ideas represent the spectrum of leaders from government, education, nonprofit and private sector industry including technology, manufacturing, banking, development, transportation, healthcare and beyond. Practitioner Network – One designee and one alternate from the city and/or chamber that hold a role related to economic development,will serve on the Practitioner Network.The Practitioner Network is a united group of regional economic development professionals from government,chambers of commerce and other organizations who work together on business attraction,retention and expansion efforts.The network —represented by a designated spot on the REACH board and supported by a key staff position —doesn’t replace individual community and organizational retention and place-making efforts but pulls focus and resources together to amplify opportunities for business attraction and expansion, increase the region’s competitiveness and tell its story beyond our borders. Economic Development Roundtables – One designee from the City Council will be invited to serve on the SLO County Economic Development Roundtable,in addition to the City Manager and City ’s Economic Development Practitioner.Meeting bi-annually,the purpose of the SLO County Economic Development Roundtable is to share updates on local communities and give input into county-specific economic development initiatives and opportunities.The SLO Economic Development Roundtable meets once in the spring and a second time in the fall as a Regional Economic Development Roundtable in a broader convening with counterparts from Santa Barbara County and the private sector (REACH Council/Advocates). DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 Table 1: Regional Economic Development Partnership Activities Name & Description City REACH Activities REACH 2030 | 10 Year Strategy Implementation Strategic Priority 1: Accelerate Job Growth in Target Industries Support Lead (1)Develop a regional Comprehensive Economic Development Strategy (CEDS), and industry consortia formation in partnership with the EDA and regional stakeholders (2)Lead economic planning and strategy efforts for the 6-county greater Central Coast region under the state’s Community Economic Resilience Fund (CERF) initiative Strategic Priority 2: Create World Class Innovations Hubs Support Lead (1)Coordinate and align regional stakeholders to execute a plan of action to support safe decommissioning and future reuse at Parcel P in line with the open vision for a Cleantech Innovation Park (2)Coordinate and align regional stakeholders on the development of Offshore Wind on the Central Coast including around infrastructure, community benefits, workforce and innovation (3)Advocacy at state and federal level to achieve safe decommissioning and future Diablo reuse opportunities and investments in Offshore Wind Strategic Priority 3: Breakdown Barriers to Job Creation Support Lead (1)Collaborate with SLOCOG and other partners to advance a regional Housing and Infrastructure Plan (2)Facilitate coordination across ongoing efforts and initiatives to enhance broadband in SLO County DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 Strategic Priority 4: Prepare our residents for the jobs of the future Support Lead (1)Work in coordination with talent development providers (Cuesta, Cal Poly, SLO Partners, WDB) to upskill workforce (2)Coordinate industry roundtables in target industries to align talent and workforce development outcomes Regional Economic Development Programs Host publically accessible Central Coast Data Center with available assets and data that support economic expansion Support Lead Host a web-based data tool that details city-specific economic metrics such as demographic data, wage data, workforce data and physical assets, such as transportation, broadband, local zoning data, co-working spaces, incubators, tech parks and other business assets (1)Maintain an up-to-date inventory of commercial property by region, county, sub-region, city, and town. Expand new data sets as they are made available. Showcase the City of San Luis Obispo as part of regional promotion activities and marketing Support Lead (1)Market the City of San Luis Obispo’s relocation business case (why to grow your business here) as part of a region-wide, Central Coast promotional initiative, including through: a.A web presence showcasing business strengths, assets and landscape. b.Stories and multimedia content to promote and amplify growth opportunities, resources and assets. c.Social media, targeted advertising and strategic relationships. (2)Representation of the City of San Luis Obispo with statewide organizations and in conferences and forums to foster investment and amplify the City ’s story beyond our borders. DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 Enable the expansion, attraction and retention of business in the City of San Luis Obispo Lead Support (1)REACH will support the city’s economic development efforts by providing the forum for regional coordination, lead generation and follow up through the Practitioner ’s Network. (2)Coordinate and support the development of city-specific business attraction proposals to support the relocation and expansion of business through custom marketing proposals on an as-needed basis. (3)REACH will promote the expansion, attraction, and startup of new business throughout the Region creating more economic activity and opportunity; the City will work to create the conditions for economic development at the City level. (4)Advance priorities and programs identified for action by the Practitioner ’s Network and REACH Council that support economic recovery and resilience. Participation on REACH strategy, advisory and tactical bodies Support Lead (1)Practitioner Network – meets monthly -Sub-working groups develop actions related to specific opportunities (e.g., offshore wind), and regional marketing and promotion, and other topics as needed (2)REACH Council – meets bimonthly -Providing steering /priority guidance on REACH 2030 implementation -Key focus on shaping regional engagement on common challenges such as housing, infrastructure and workforce development (3)Economic Roundtables – meets biannually -Education and coordination on county-specific economic development initiatives and opportunities. -Foster region wide coordination with other Central Coast private and public sector partners DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 FEES To be invoiced upon agreement execution for the amount of $50,000, which is for two years at $25,000 per year for a total of $50,000. TEAM REACH Team Description Melissa James President/CEO Melissa has a decade of experience in public policy and strategic communications having served in senior roles in the California State Senate and for a nationally recognized public affairs, media and polling firm in Sacramento. Melissa has worked with and for the Central Coast region for the last 10 years with a recent focus on economic development initiatives in the areas of housing, infrastructure planning, regional collaboration, job creation and civility and has earned a reputation for building highly effective coalitions and teams. Melissa will provide strategic guidance on the overall SOW and lead partnership engagement. Russ Levanway Executive Vice President Before joining REACH, Russ was the President of CIO Solutions, and prior, CEO of TekTegrity, Inc. Russ has 20 years of experience in building organizations and teams. Russ is a highly collaborative meeting facilitator and works to actively resolve communication and trust barriers. He is data oriented and insightful in spotting patterns and trends. He distills visions, goals, and concepts down to actionable tasks and ensures there is traction. Russ will oversee overall execution and progress of the overall contract and will lead the economic development roundtables as well as housing and infrastructure related activities. DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 Julie Sinton Pruniski Vice President of Strategic Initiatives Julie Sinton Pruniski brings more than 20 years of public- and private-sector project management and consulting experience, the last 12 advising philanthropic organizations on strategic planning, organizational development and structural assessments, and implementing multi-year learning collaboratives. She is passionate about the future of the region, having grown up in northern SLO County. Julie leads the project team on the creation of the CEDS and supports business attraction efforts. Joshua Boswell Vice President of Policy and Economic Development Prior to joining REACH, Josh worked at a global consulting and law firm in Washington, DC, where he partnered with Fortune 500 companies, industry associations and governments to shape economic, trade, investment and education/workforce policies; advised companies on their investments and supply chains; and led multi-stakeholder initiatives convening the public and private sectors. He will spearhead efforts related to the Data Center and attraction and expansion of businesses and coordinating Practitioner Network activities. Sally Buffalo Taylor Director of Communications Sally brings a range of communications experience to her role, including nearly 15 years as a journalist and newsroom leader, a content strategy consultant to enterprise-level clients, ghostwriter and public relations lecturer at Cal Poly. She will lead development of communication and marketing efforts related to regional promotion and support the full team in producing written and digital materials. In addition to the above,it is anticipated that REACH will rely upon and use sub-contractors,additional staff and other partners in carrying out the terms of this Statement of Work.REACH is solely responsible for ensuring sub-contractors and others follow the terms of this grant agreement. DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 EXHIBIT B GENERAL TERMS AND CONDITIONS 1.Insurance Requirements. The Contractor shall provide proof of insurance in the form, coverages and amounts specified by the City in Exhibit C. 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. DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 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 DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 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. DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 (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. DocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 4/5/2023 License # 0305584 (805) 543-6887 373 Hourglass Project PO Box 13201 San Luis Obispo, CA 93401 A 1,000,000 202358844PKCL 4/9/2023 4/9/2024 500,000 20,000 1,000,000 2,000,000 2,000,000 LIQUOR 1,000,000 A Professional Liab.202358844PKCL 4/9/2023 Each Occurence 1,000,000 Re: Proof of insurance. City of San Luis Obispo Economic Development Attn: Lee Johnson 990 Palm Street San Luis Obispo, CA 93401 HOURPRO-01 JMILLS Morris & Garritano Insurance Agency, Inc. PO Drawer 1189 San Luis Obispo, CA 93406 Jamie Mills jmills@morrisgarritano.com Nonprofits Insurance Alliance of California 4/9/2024 X X X Exhibit CDocuSign Envelope ID: D1DD6454-C8DE-4808-A1AB-B4BD525C2EE6