Loading...
HomeMy WebLinkAboutEconomic Development Services 2010AGREEMENT TO PROVIDE ECONOMIC DEVELOPMENT SERVICES THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this ,1/117Z-day of 2010 by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, herein fter referred to as City, and; the SAN LUIS OBISPO CHAMBER OF COMMERCE, INC., a nonprofit corporation, hereinafter referred to as Contractor. WITNESSETH: WHEREAS, the City desires to contract with the Chamber of Commerce to encourage and help businesses to start, grow, and relocate to San Luis Obispo by creating a comprehensive site for businesses to find information on the economic development of San Luis Obispo as well as doing business in San Luis Obispo; and WHEREAS, Contractor is qualified to create such a site and maintain and update the relevant information for such services; and WHEREAS, Contractor undertakes economic development services as an integral part of its operations and on behalf of the City, and is in a position to accomplish such aims and purposes of the City in an efficient and economical manner; WHEREAS, Contractor has a well - established working relationship with the City's Economic Development program and its Manager for coordination of workscope; 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 July 1, 2010 until June 30, 2011. 2. INCORPORATION BY REFERENCE. The scope of work, attached as Exhibit A to this agreement is incorporated herein by reference. 3. REPRESENTATION FOR PROGRAM COORDINATION. 3.1 City. The City Manager or his or her designated representative shall be the Project Manager representing the City for all purposes under this agreement. 3.2 Contractor. Contractor shall assign a single Project Manager to have overall responsibility for the progress and execution of this agreement for the Contractor at the commencement of the term of this agreement. Ermina Karim, Vice President of Governmental Affairs and Economic Development of Contractor, is designated as the Project Manager. Should circumstances or conditions subsequent to the execution of this document require a substitute Project Manager for any reason, the Project Manager designee shall be subject to the prior written approval by the City Project Manager. 4. CITY'S OBLIGATIONS. For providing services as specified in Exhibit A to this Agreement, and upon receipt of monthly invoices with attached copies of work order forms, bills, and detailed billable hours (reflecting the time spent, the employee, and the activity undertaken), the City agrees to pay to contractor 12 monthly payments of a retainer in the amount of Two Thousand Five Hundred Dollars ($2,500) per month for a total Economic Development services allocation not to exceed Thirty Thousand Dollars ($30,000) for FY 2010 -2011. 5. CONTRACTOR'S OBLIGATIONS. 5. 1. Scope of Work - Exhibit A. For and in consideration of City's promises and the payment obligations, Contractor shall provide services as described in Exhibit A attached hereto and incorporated by reference into this Agreement. 5.2. Coordination of Efforts with other Contractors. Contractor acknowledges the potential for duplication of efforts and costs as a result of the City's agreements with other contractors under its Economic Development program. To coordinate efforts, Contractor shall participate in monthly meetings of the Promotional Coordinating Committee and its Marketing Subcommittee, and shall provide a 60 -day action plan at the meeting. In performing its services under this agreement, the Contractor agrees to make every reasonable effort to coordinate activities and to identify and avoid duplication of costs associated with the Economic Development Services. 6. GENERAL TERMS AND CONDITIONS. Contractor shall meet all general terms and conditions as specified in Exhibit B, attached and incorporated herein by reference. 7. INSURANCE. The Contractor shall procure and maintain for the duration of the contract insurance which meets the requirements of Exhibit C, attached and incorporated herein by reference. As evidence of this insurance, the Contractor shall provide the City with both, a Certificate of Insurance and an Endorsement naming the City as an "Additional Insured ". 8. 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 the City Manager for amounts up to the authority granted to the City Manager by the City Council. 9. INDEPENDENT CONTRACTOR. Notwithstanding any representations, oral or written between the parties including any and all agents or representatives thereof, Contractor shall be at all times covered by the terms of this Agreement and is acting as a free and independent contractor, not as an agent of the City. Any and all supervision and direction by any City official, department or body shall be only that necessary to provide broad general outlines, and Contractor will use its own initiative and discretion in performing the details of work herein. 10. 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. 11. 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: 11. 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 City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Contractor Chamber of Commerce 1039 Chorro Street San Luis Obispo, CA 93401 Attn: Dave Garth 12. 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. ATTEST: Elaina Cano, City Clerk ENOZOTOUT91 Dietrick, City Attorney CITY OF SAN LUIS OBISPO, A Municipal Corporation CONTRACTOR By: Dave Garth, President/CEO San Luis Obispo Chamber of Commerce EXHIBIT A SCOPE OF WORK FOR ECONOMIC DEVELOPMENT 1. Goal: To encourage and help businesses to start, grow and relocate in San Luis Obispo by creating a comprehensive site for businesses to find information on the economic development of San Luis Obispo as well as doing business in San Luis Obispo. Target Audience: Businesses interested in San Luis Obispo. 2. Development of a micro site under www.slochamber.org 2.1. The site would be a microsite under www.slochamber.org focused solely on economic development of San Luis Obispo. 2.2. The site will include proprietary economic data on San Luis Obispo, both basic and non -basic (data has significant cost that Contractor will pay, estimated at $4,000). 2.3. Site will include testimonials from local business owners from various industries. 2.4. Site will include a resource list as well as a list of key contacts. 2.5. Site will include first steps in how to start a business in San Luis Obispo. 2.6. Chamber would personally meet with interested prospective businesses and guide them to local resources and possible sites. 2.7. Site will include Contractor's Economic Vision Document information and ability to request a printed version of said document. 2.8. Contractor will develop a meeting and conference facility list for inclusion of said site to encourage meetings and retreats in the City and brand the area as a good place to meet and confer. 3. Coordinate all efforts, information, and contacts with the City's Economic Development Program and its manager. 4. Provide written reports on Economic Development activities quarterly (by noon on the first Wednesday of the month) to the City of San Luis Obispo's Administration Department to be included in the PCC's meeting packets in October, January, April, and July. At a minimum the reports shall include: 4.1. Summary of activities & achievements relating to work scope as outlined in Appendix A 5. Once a quarter, present the FCC with a detailed oral report highlighting achievements as compared to the work scope and elaborate on upcoming plans and events. Exhibit B GENERAL TERMS AND CONDITIONS 1. Business License and Tax. Contractor must have a valid City of San Luis Obispo business license and tax certificate prior to execution of the contract. Additional information regarding the City's business tax program may be obtained by calling (805) 781 -7134. 2. Ability to Perform. 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 any and all federal, state, county, city, and special district laws, ordinances, and regulations. 3. Laws to be Observed. 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. 4. Payment of Taxes. The contract prices shall include full compensation for all taxes which Contractor is required to pay. 5. Permits and Licenses. Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 6. Safety Provisions. Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 7. Public and Employee Safety. Whenever 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. 8. Preservation of City Property. 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 as a result of Contractor's operations, it shall be replaced or restored at Contractor's expense. The facilities shall be replaced or restored to a condition as good as when the Contractor began work. 9. Immigration Act of 1986. Contractor warrants on behalf of itself and all sub - contractors engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 10. Contractor Non - Discrimination. In the performance of this work, Contractor agrees that it will not engage in, nor permit such sub - contractors 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. 11. Work Delays. Should 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. 12. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Contractor (Net 30). 13. Inspection. Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of 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. 14. 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. 15. Interests of Contractor. Contractor covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. Contractor further covenants that, in the performance of this work, no sub- contractor or person having such an interest shall be employed. 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, Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 16. Hold Harmless and Indemnification. Contractor agrees to defend, indemnify, protect and hold the City and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to Contractor's employees, agents or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same; provided, however, that Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers or employees. 17. Year 2000 Compliance. The Contractor warrants that the goods or services provided to the City, including those provided through subcontractors, are "Year 2000 compliant." For the purpose of this contract, "Year 2000 compliant" means that goods or services provided to the City will continue to fully function, fault -free, before, at and after the Year 2000, without interruption or human intervention; and if applicable, any data outside of the date range 1990 -1999, including leap years, will be correctly processed in any level of computer hardware or software, including, but not limited to, microcode, firmware, application programs, files and data bases. This warranty supersedes all warranty disclaimers or limitations, and all limitations on liability, otherwise provided by the Contractor. Upon request by the City, the Contractor will provide the City with a description of its Year 2000 compliance strategy, or statement of why this is not relevant to contract performance. 18. Contract Assignment. 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. If, during the term of the contract, the City determines that Contractor is not faithfully abiding by any term or condition contained herein, the City may notify Contractor in writing of such defect or failure to perform; which notice must give Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If 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 Contractor to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract. In said event, 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 Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by Contractor shall be based solely on the City's assessment of the value of the work -in- progress in completing the overall workscope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as maybe determined in the City's sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall Contractor be entitled to receive in excess of the compensation quoted in its proposal. 20. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Contractor as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 21. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by Contractor as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Contractor without the prior written approval of the City. 22. Copies of Reports and Information. If the City requests additional copies of reports, drawings, specifications, or any other material in addition to what Contractor is required to furnish in limited quantities as part of the work or services under these specifications, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplicating of such copies at the Contractor's direct expense. 23. Attendance at Meetings and Hearings. As part of the workscope and included in the contract price is attendance by the Contractor to public meetings to present and discuss its findings and recommendations. Contractor shall attend as many "working" meetings with staff as necessary in performing workscope tasks. Exhibit C INSURANCE Insurance. Contractor 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 Contractor, its agents, representatives, employees, or sub - contractors. a. Minimum scope of insurance. Coverage shall be at least as broad as: • Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). • Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). • Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. • Errors and Omissions Liability insurance as appropriate to Contractor's profession. b. Minimum limits of insurance. Contractor shall maintain limits no less than: • General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project /location or the general aggregate limit shall be twice the required occurrence limit. • Automobile Liability: $1,000,000 per accident for bodily injury and property damage. • Employer's Liability: $1,000,000 per accident for bodily injury or disease. • Errors and Omissions Liability: $1,000,000 per occurrence. C. 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 Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other insurance provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 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 Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. For any claims related to this project, Contractor'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 Contractor's insurance and shall not contribute with it. • Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. • Contractor'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. • 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. e. Acceptability of insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII. f. Verification of coverage. Contractor 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. AGREEMENT TO PROVIDE ECONOMIC DEVELOPMENT SERVICES THIS AGREEMENT is made and entered into in the City of San Luis Obispo, on this day of , 2010 by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and; the SAN LUIS OBISPO CHAMBER OF COMMERCE, INC., a nonprofit corporation, hereinafter referred to as Contractor. WITNESSETH: WHEREAS, the City desires to contract with the Chamber of Commerce to encourage and help businesses to start, grow, and relocate to San Luis Obispo by creating a comprehensive site for businesses to find information on the economic development of San Luis Obispo as well as doing business in San Luis Obispo; and WHEREAS, Contractor is qualified to create such a site and maintain and update the relevant information for such services; and WHEREAS, Contractor undertakes economic development services as an integral part of its operations and on behalf of the City, and is in a position to accomplish such aims and purposes of the City in an efficient and economical manner; WHEREAS, Contractor has a well - established working relationship with the City's Economic Development program and its Manager for coordination of workscope; 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 July 1, 2010 until June 30, 2011. 2. INCORPORATION BY REFERENCE. The scope of work, attached as Exhibit A to this agreement is incorporated herein by reference. 3. REPRESENTATION FOR PROGRAM COORDINATION. 3.1 City. The City Manager or his or her designated representative shall be the Project Manager representing the City for all purposes under this agreement. 3.2 Contractor. Contractor shall assign a single Project Manager to have overall responsibility for the progress and execution of this agreement for the Contractor at the commencement of the term of this agreement. Ermina Karim, Vice President of Governmental Affairs and Economic Development of Contractor, is designated as the Project Manager. Should circumstances or conditions subsequent to the execution of this document require a substitute Project Manager for any reason, the Project Manager designee shall be subject to the prior written approval by the City Project Manager. 4. CITY'S OBLIGATIONS. For providing services as specified in Exhibit A to this Agreement, and upon receipt of monthly invoices with attached copies of work order forms, bills, and detailed billable hours (reflecting the time spent, the employee, and the activity undertaken), the City agrees to pay to contractor 12 monthly payments of a retainer in the amount of Two Thousand Five Hundred Dollars ($2,500) per month for a total Economic Development services allocation not to exceed Thirty Thousand Dollars ($30,000) for FY 2010 -2011. 5. CONTRACTOR'S OBLIGATIONS. 5. 1. Scope of Work - Exhibit A. For and in consideration of City's promises and the payment obligations, Contractor shall provide services as described in Exhibit A attached hereto and incorporated by reference into this Agreement. 5.2. Coordination of Efforts with other Contractors. Contractor acknowledges the potential for duplication of efforts and costs as a result of the City's agreements with other contractors under its Economic Development program. To coordinate efforts, Contractor shall participate in monthly meetings of the Promotional Coordinating Committee and its Marketing Subcommittee, and shall provide a 60 -day action plan at the meeting. In performing its services under this agreement, the Contractor agrees to make every reasonable effort to coordinate activities and to identify and avoid duplication of costs associated with the Economic Development Services. 6. GENERAL TERMS AND CONDITIONS. Contractor shall meet all general terms and conditions as specified in Exhibit B, attached and incorporated herein by reference. 7. INSURANCE. The Contractor shall procure and maintain for the duration of the contract insurance which meets the requirements of Exhibit C, attached and incorporated herein by reference. As evidence of this insurance, the Contractor shall provide the City with both, a Certificate of Insurance and an Endorsement naming the City as an "Additional Insured ". 8. 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 the City Manager for amounts up to the authority granted to the City Manager by the City Council. 9. INDEPENDENT CONTRACTOR. Notwithstanding any representations, oral or written between the parties including any and all agents or representatives thereof, Contractor shall be at all times covered by the terms of this Agreement and is acting as a free and independent contractor, not as an agent of the City. Any and all supervision and direction by any City official, department or body shall be only that necessary to provide broad general outlines, and Contractor will use its own initiative and discretion in performing the details of work herein. 10. 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. 11. 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: 11. 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 City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Contractor Chamber of Commerce 1039 Chorro Street San Luis Obispo, CA 93401 Attn: Dave Garth 12. 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. ATTEST: Elaina Cano, City Clerk DASTO Dietrick, City Attorney CITY OF SAN LUIS OBISPO, A Municipal Corporation B Katie Li tig, City Manager CONTRACTOR By: / Dave Ga , President/CEO San Luis Obispo Chamber of Commerce EXHIBIT A SCOPE OF WORK FOR ECONOMIC DEVELOPMENT 1. Goal: To encourage and help businesses to start, grow and relocate in San Luis Obispo by creating a comprehensive site for businesses to find information on the economic development of San Luis Obispo as well as doing business in San Luis Obispo. Target Audience: Businesses interested in San Luis Obispo. 2. Development of a micro site under www.slochamber.org 2.1. The site would be a microsite under www.slochamber.org focused solely on economic development of San Luis Obispo. 2.2. The site will include proprietary economic data on San Luis Obispo, both basic and non -basic (data has significant cost that Contractor will pay, estimated at $4,000). 2.3. Site will include testimonials from local business owners from various industries. 2.4. Site will include a resource list as well as a list of key contacts. 2.5. Site will include first steps in how to start a business in San Luis Obispo. 2.6. Chamber would personally meet with interested prospective businesses and guide them to local resources and possible sites. 2.7. Site will include Contractor's Economic Vision Document information and ability to request a printed version of said document. 2.8. Contractor will develop a meeting and conference facility list for inclusion of said site to encourage meetings and retreats in the City and brand the area as a good place to meet and confer. 3. Coordinate all efforts, information, and contacts with the City's Economic Development Program and its manager. 4. Provide written reports on Economic Development activities quarterly (by noon on the first Wednesday of the month) to the City of San Luis Obispo's Administration Department to be included in the PCC's meeting packets in October, January, April, and July. At a minimum the reports shall include: 4.1. Summary of activities & achievements relating to work scope as outlined in Appendix A 5. Once a quarter, present the PCC with a detailed oral report highlighting achievements as compared to the work scope and elaborate on upcoming plans and events. Exhibit B GENERAL TERMS AND CONDITIONS 1. Business License and Tax. Contractor must have a valid City of San Luis Obispo business license and tax certificate prior to execution of the contract. Additional information regarding the City's business tax program may be obtained by calling (805) 781 -7134. 2. Ability to Perform. 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 any and all federal, state, county, city, and special district laws, ordinances, and regulations. 3. Laws to be Observed. 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. 4. Payment of Taxes. The contract prices shall include full compensation for all taxes which Contractor is required to pay. 5. Permits and Licenses. Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 6. Safety Provisions. Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 7. Public and Employee Safety. Whenever 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. 8. Preservation of City Property. 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 as a result of Contractor's operations, it shall be replaced or restored at Contractor's expense. The facilities shall be replaced or restored to a condition as good as when the Contractor began work. 9. Immigration Act of 1986. Contractor warrants on behalf of itself and all sub - contractors engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 10. Contractor Non - Discrimination. In the performance of this work, Contractor agrees that it will not engage in, nor permit such sub - contractors 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. 11. Work Delays. Should 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. 12. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Contractor (Net 30). 13. Inspection. Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this contract. All work done and all materials finished, 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. 14. 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. 15. Interests of Contractor. Contractor covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. Contractor further covenants that, in the performance of this work, no sub- contractor or person having such an interest shall be employed. 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, Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 16. Hold Harmless and Indemnification. Contractor agrees to defend, indemnify, protect and hold the City and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to Contractor's employees, agents or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same; provided, however, that Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers or employees. 17. Year 2000 Compliance. The Contractor warrants that the goods or services provided to the City, including those provided through subcontractors, are "Year 2000 compliant " For the purpose of this contract, "Year 2000 compliant" means that goods or services provided to the City will continue to fully function, fault -free, before, at and after the Year 2000, without interruption or human intervention; and if applicable, any data outside of the date range 1990 -1999, including leap years, will be correctly processed in any level of computer hardware or software, including, but not limited to, microcode, firmware, application programs, files and data bases. This warranty supersedes all warranty disclaimers or limitations, and all limitations on liability, otherwise provided by the Contractor. Upon request by the City, the Contractor will provide the City with a description of its Year 2000 compliance strategy, or statement of why this is not relevant to contract performance. 18. Contract Assignment. 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. If, during the term of the contract, the City determines that Contractor is not faithfully abiding by any term or condition contained herein, the City may notify Contractor in writing of such defect or failure to perform; which notice must give Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If 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 Contractor to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract. In said event, 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 Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by Contractor shall be based solely on the City's assessment of the value of the work -in- progress in completing the overall workscope. 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 Contractor be entitled to receive in excess of the compensation quoted in its proposal. 20. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Contractor as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 21. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by Contractor as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Contractor without the prior written approval of the City. 22. Copies of Reports and Information. If the City requests additional copies of reports, drawings, specifications, or any other material in addition to what Contractor is required to famish in limited quantities as part of the work or services under these specifications, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplicating of such copies at the Contractor's direct expense. 23. Attendance at Meetings and Hearings. As part of the workscope and included in the contract price is attendance by the Contractor to public meetings to present and discuss its findings and recommendations. Contractor shall attend as many "working" meetings with staff as necessary in performing workscope tasks. Exhibit C INSURANCE Insurance. Contractor 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 Contractor, its agents, representatives, employees, or sub - contractors. a. Minimum scope of insurance. Coverage shall be at least as broad as: • Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). • Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). • Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. • Errors and Omissions Liability insurance as appropriate to Contractor's profession. b. Minimum limits of insurance. Contractor shall maintain limits no less than: • General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. • Automobile Liability: $1,000,000 per accident for bodily injury and property damage. • Employer's Liability: $1,000,000 per accident for bodily injury or disease. • Errors and Omissions Liability: $1,000,000 per occurrence. C. 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 Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other insurance provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: • 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 Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. • For any claims related to this project, Contractor'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 Contractor's insurance and shall not contribute with it. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. Contractor'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. 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. e. 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. Contractor 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.