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HomeMy WebLinkAboutA22-05 Feasibility Analysis Regulatory Options - UtilAGREEMEN T THIS AGREEMENT is made and entered into in the City of San Luis Obispo o n Mai& /OUOX-,by and between the CITY OF SAN LUIS OBISPO, a municipal corporation , hereinafter referred to as City, and Larry Walker Associates, Inc ., hereinafter referred to as Contractor . WITNESSETH : WHEREAS, the City wants a Feasibility Analysis of Regulatory Options . WHEREAS, Contractor is qualified to perform this type of service and has submitted a proposal to do s o which has been accepted by City . NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafte r 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, a s first written above, until acceptance or completion of said services . 2. CITY'S OBLIGATIONS .For providing services as specified in this Agreement, City will pay and Contractor shall receive therefor compensation in a total sum not to exceed $89,000 . 4.CONTRACTOR'S OBLIGATIONS .For and in consideration of the payments and agreement s hereinbefore mentioned to be made and performed by City, Contractor agrees with City to provide services as se t forth in Exhibit A attached hereto and incorporated into this Agreement . Contractor further agrees to the contrac t performance terms as set forth in Exhibit B attached hereto and incorporated into this Agreement . 5. AMENDMENTS .Any amendment, modification or variation from the terms of this Agreemen t shall be in writing and shall be effective only upon approval by the City Administrative Officer of the City . 6.COMPLETE AGREEMENT .This written Agreement, including all writings specificall y 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 o f any force or effect, nor shall any such oral agreement, understanding, or representation be binding upon the partie s hereto . Agreement Page 2 7. NOTICE.All written notices to the parties hereto shall be sent by United States mail, postag e prepaid by registered or certified mail addressed as follows : John Mos s Utilities Directo r City of San Luis Obisp o 879 Morro Street San Luis Obispo, CA 9340 1 Larry Walker Associates, Inc . 707 4th Street, Suite 20 0 Davis, CA . 9561 6 8.AUTHORITY TO EXECUTE AGREEMENT .Both City and Contractor do covenant that eac h individual executing this agreement on behalf of each party is a person duly authorized and empowered to execut e Agreements for such party . IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and yea r first above written . ATTEST : CITY OF SAN LUIS OBISPO, A Municipal Corporatio n City Contracto r -wt-'City Clerk APPROVED AS TO FORM : CONTRACTOR By : Exhibit B CONTRACT PERFORMANCE TERM S 1.Business Tax . Contractor must have a valid City of San Luis Obispo business tax certificate prior to execution of the contract . Additional information regarding the City's business ta x 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 an d complete the work hereunder in compliance with any and all federal, state, county, city, an d special district laws, ordinances, and regulations . 3.Laws to be Observed .Contractor shall keep itself fully informed of and shall observe an d comply with all applicable state and federal laws and county and City of San Luis Obisp o 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 tha t Contractor is required to pay . 5. Permits and Licenses .Contractor shall procure all permits and licenses, pay all charges an d fees, and give all notices necessary . 6. Safety Provisions .Contractor shall conform to the rules and regulations pertaining to safet y established by OSHA and the California Division of Industrial Safety . 7.Public and Employee Safety .Whenever Contractor's operations create a condition hazardous t o the public or City employees, it shall, at its expense and without cost to the City, furnish, erec t and maintain such fences, temporary railings, barricades, lights, signs and other devices and tak e such other protective measures as are necessary to prevent accidents or damage or injury to th e 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 injure d 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 th e Contractor began work . 9.Immigration Act of 1986 .Contractor warrants on behalf of itself and all sub-contractor s engaged for the performance of this work that only persons authorized to work in the Unite d States pursuant to the Immigration Reform and Control Act of 1986 and other applicable law s shall be employed in the performance of the work hereunder . 10.Contractor Non-Discrimination .In the performance of this work, Contractor agrees that it wil l not engage in, nor permit such sub-contractors as it may employ, to engage in discrimination i n employment of persons because of age, race, color, sex, national origin or ancestry, sexua l orientation, or religion of such persons . 11.Work Delays .Should Contractor be obstructed or delayed in the work required to be don e 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, o r labor due to federal government restrictions arising out of defense or war programs, then the time Exhibit B : Contract Performance Terms Page B-2 of completion may, at the City's sole option, be extended for such periods as may be agreed upo n by the City and the Contractor . 12. Payment Terms .The City's payment terms are 30 days from the receipt of an original invoic e 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 ascertai n that the services of Contractor are being performed in accordance with the requirements an d intentions of this contract . All work done and all materials furnished, if any, shall be subject t o the City's inspection and approval . The inspection of such work shall not relieve Contractor o f 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 writte n materials used by Contractor in preparing its invoices to City as a condition precedent to an y payment to Contractor . 15.Interests of Contractor .Contractor covenants that it presently has no interest, and shall no t 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 th e 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 thi s work is an officer or employee of the City . It is hereby expressly agreed that, in the performanc e of the work hereunder, Contractor shall at all times be deemed an independent contractor and no t an agent or employee of the City . 16.Hold Harmless and Indemnification .Contractor agrees to defend, indemnify, protect an d hold the City and its agents, officers and employees harmless from and against any and al l 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 ar e 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 th e City will continue to fully function, fault-free, before, at and after the Year 2000, withou t 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 o r software, including, but not limited to, microcode, firmware, application programs, files and dat a bases . This warranty supersedes all warranty disclaimers or limitations, and all limitations o n liability, otherwise provided by the Contractor . Upon request by the City, the Contractor will provide the City with a description of its Year 200 0 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 th e contract, or its right, title or interest, or its power to execute such a contract to any individual o r business entity of any kind without the previous written consent of the City . Exhibit B : Contract Performance Terms Page B 3 19.Termination .If, during the term of the contract, the City determines that Contractor is no t faithfully abiding by any term or condition contained herein, the City may notify Contractor i n 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 i n the notice, such shall constitute a breach of the contract and the City may terminate the contrac t immediately by written notice to Contractor to said effect. Thereafter, neither party shall hav e 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 fro m the beginning date in which the breach occurs up to the day it received the City's Notice o f Termination, minus any offset from such payment representing the City's damages from suc h breach . "Reasonable value" includes fees or charges for goods or services as of the las t milestone or task satisfactorily delivered or completed by Contractor as may be set forth in th e 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 confirme d 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 t o receive in excess of the compensation quoted in its proposal . 20.Ownership of Materials . All original drawings, plan documents and other materials prepare d by or in possession of Contractor as part of the work or services under these specifications shal l 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 give n to, prepared by or assembled by Contractor as part of the work or services under thes e specifications shall be the property of City, and shall not be made available to any individual o r 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 i n limited quantities as part of the work or services under these specifications, Contractor shal l provide such additional copies as are requested, and City shall compensate Contractor for th e costs of duplicating of such copies at the Contractor's direct expense . 23. Required Deliverable Products .Contractor will provide : a.Three (3) copies of the final report that addresses all elements of the workscope . An y documents or materials provided by Contractor will be reviewed by City staff and, where necessary, Contractor will respond to staff comments and make such changes as deeme d appropriate. b.One camera-ready original, unbound, each page printed on only one side, including an y original graphics in place and scaled to size, ready for reproduction . Exhibit B : Contract Performance Terms Page B-4 c . When computers have been used to produce materials submitted to the City as a part o f the workscope, Contractor must provide the corresponding computer files to the City , compatible with the following programs whenever possible : •Word Processing Word •Spreadsheets Exce l •Desktop Publishing Coreldraw, Pagemaker •Computer Aided Drafting (CAD)AutoCad Computer files must be on 31/2", high-density, write-protected diskettes, formatted fo r use on IBM-compatible systems . Each diskette must be clearly labeled and have a printed copy of the directory. 24.Attendance at Meetings and Hearings .As part of the workscope and included in the contract price is attendance by the Contractor at up to 2 public meetings to present and discuss its finding s and recommendations . Contractor shall attend as many "working" meetings with staff a s necessary in performing workscope tasks . 25.Insurance .Contractor shall procure and maintain for the duration of the contract insuranc e against claims for injuries to persons or damages to property that may arise from or in connectio n with the performance of the work hereunder by Contractor, its agents, representatives, employee s 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) coverin g Automobile Liability, code 1 (any auto). •Workers' Compensation insurance as required by the State of California an d 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 injur y and property damage . If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall appl y separately to this project/location or the general aggregate limit shall be twic e the required occurrence limit . •Automobile Liability : $1,000,000 per accident for bodily injury and propert y 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 retention s 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 respect s the City, its officers, officials, employees and volunteers ; or Contractor shall procure a Exhibit B: Contract Performance Terms Page B-5 bond guaranteeing payment of losses and related investigations, claim administration an d defense expenses . d. Other insurance provisions .The general liability and automobile liability policies are t o contain, or be endorsed to contain, the following provisions : •The City, its officers, officials, employees, agents and volunteers are to b e 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 b e primary insurance as respects the City, its officers, officials, employees, agent s and volunteers . Any insurance or self-insurance maintained by the City, it s 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 includin g 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 tha t coverage shall not be suspended, voided, canceled by either party, reduced i n 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 . Origina l 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 b e received and approved by the City before work commences .