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Resolution No. 8078I 1 � 1 2 3 9 10 11 12 13 14 15 16 17 RM 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO..8078 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR CONSULTING SERVICES BY AND BETWEEN THE CITY OF VERNON AND WOODBURY UNIVERSITY WHEREAS, the City of Vernon intends to establish the Vernon Business and Technology Development Center (the "Project"); and WHEREAS, Woodbury University ("Woodbury") has completed Phases 1 and 1.5 of a three phase Program Plan for the establishment and operation of the Project; and WHEREAS, the City desires to proceed with an interim Phase 2.5 of the Program Plan to replace work originally performed by Woodbury under Phase 2 for the implementation of policies and marketing strategies for the Project and the development of additional programs to support new start up businesses, emerging new businesses and existing businesses pursuant to the recommendations developed in previous phases; and WHEREAS, Woodbury represents that it is qualified to perform the services required to assist the City in Phase 2.5 of the Program Plan for the Project; and WHEREAS, by letter dated October 1, 2002, Bruce V. Malkenhorst, City Administrator/City Clerk, recommended that a consulting services agreement with Woodbury be approved and executed; land WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and ` t S I , 1 necessity to enter into an agreement with Woodbury to complete Phase 2 2.5 of the Program Plan for the Project to enhance services provided 3 to the Vernon community. 4 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 5 CITY OF VERNON AS FOLLOWS: 6 SECTION 1: The City Council of the City of Vernon hereby 7 finds and determines that the recitals contained hereinabove are true 8 and correct. 9 SECTION 2: The City Council of the City of Vernon hereby 10 approves the Agreement For Consulting Services with Woodbury, a copy 11 of which is attached hereto as Exhibit "A" and made a part hereof. 12 SECTION 3: The City Council of the City of Vernon hereby 13 authorizes the Mayor and the City Clerk to execute said Agreement for, 14 and on behalf of, the City of Vernon. 15 SECTION 4: The City Council of the City of Vernon hereby 16 directs the City Clerk, or his designee, to send one fully executed 17 Agreement to: 18 Woodbury University Attn. Richard King, Chairman Emeritus/Trustee 19 7500 Glenoaks Boulevard 20 Burbank, CA 91510-7846 21 SECTION 5: The City Clerk of the City of Vernon shall 22 certify to the passage of this resolution, and thereupon and 23 thereafter the same shall be in full force and effect. 24 APPROVED AND ADOPTED this 9th day of October, 2002. 25 26 THOMAS A. YB RA, Mayor Pro Tem ATTEST: 27 28 BRUCE V. MALKENHORST, City Clerk 2 _ STATE OF CALIFORNIA ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8078, was duly adopted by the City Council of the City of Vernon at an adjourned regular meeting of the City Council duly held on Wednesday, October 9, 2002, and thereafter was duly signed by the Mayor Pro Tem of the City of Vernon. BRUCE V. MALKENHORST, City Clerk (SEAL) - 3 - EXHIBIT FAA 1 AGREEMENT FOR CONSULTING SERVICES 2 3 THIS AGREEMENT is made, entered into and executed in 4 duplicate originals, either copy of which may be considered and used 5 as the original hereof for all purposes, as of this 9th day of 6 October, 2002, in the City of Vernon, County of Los Angeles, 7 California 8 9 BY AND BETWEEN THE CITY OF VERNON, a municipal corporation, (hereinafter 10 referred to as "City") 4305 Santa Fe Avenue 11 Vernon, CA 90058-0805 12 AND WOODBURY UNIVERSITY, (hereinafter referred to as 13 "the Consultant") 7500 Glenoaks Boulevard 14 Burbank, CA 91510-7846 15 WITNESSETH 161 WHEREAS, the City of Vernon intends to establish the Vernon 17 Business atd Technology Development Center (the "Project"); and 18 WHEREAS, the Consultant had previously prepared a Program 19 Plan for the establishment and operation of the Project; and 20 WHEREAS, Consultant has completed Phases 1 and 1.5 of a three 21 phase Program Plan regarding the Project for the purposes of 22 attracting companies in the garment, food processing/manufacturing, 231 entertainment, and other related industries capable of high technology 24 and information technology presence; and 25 WHEREAS, the City desires to proceed with an interim Phase 26 2.5 of the three phase Program Plan to replace work originally 27 performed by Consultant under Phase 2 for the implementation of 28 policies and marketing strategies for the Project and the development I of additional programs to support new start up businesses, emerging 2 new businesses and existing businesses pursuant to the recommendations 3 developed in Phases 1 and 1.5; and 4 WHEREAS, the Consultant submitted a Proposal to Assist the 5 City of Vernon in Developing the Vernon Business and Technology 6 Development Center dated September, 2002, (the "Proposal") which 7 includes a description of proposed services and a cost proposal for 8 Phase 2.5 of its three phase Program Plan, and Consultant intends to 9 submit a proposal for Phase 3 of its Program Plan while performing 10 Phase 2.5; and 11 WHEREAS, the City desires to engage the Consultant for the 12 services hereinafter described; and 13 WHEREAS, the Consultant represents that it is qualified to 14 perform such services under this Agreement for Consulting 15 Services (hereinafter "Agreement"). 16 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET 17 FORTH HEREIN: 181 I. SCOPE OF SERVICES. 19 The Consultant shall perform the services outlined in the 20 Proposal for Phase 2.5 of a three phase Program Plan, which is 21 attached hereto as Exhibit "A" and incorporated herein by reference. 22 It is understood and agreed that in the event of a conflict between 23 the Proposal and this Agreement, the terms of this Agreement shall 24 prevail. 25 II. TIME OF PERFORMANCE. 26 Consultant's services herewith shall commence upon signing of 27 the Agreement and shall be completed in accordance with the Schedule 28 contained in the Proposal, unless terminated or extended. -2- I III. COMPENSATION AND PROGRESS PAYMENTS. 2 The City shall compensate the Consultant a total fixed -price 3 of Fifty -Eight Thousand Dollars and No Cents ($58,000), payable in 4 four (4) progress payments as follows: 5 $10,000 billed after completion of first month 6 $20,000 billed at the end of the third month 7 $20,000 billed at the end of the sixth month 8 $ 8,000 billed upon completion of work schedule 9 IV. METHOD OF PAYMENT. 10 Progress payments shall be made after acceptance and approval 11 by the City within thirty (30) days of receipt of invoice. The City's 12 approval of the invoices submitted shall not be unreasonably withheld. 13 V. CHANGES AND EXTRA SERVICES. 14 The City reserves the right to request changes in the 15 services to be performed by the Consultant. All such changes shall be 16 incorporated in written change orders executed by the City and the 17 Consultant which shall specify the changes ordered and the parties 18 shall mutually negotiate an adjustment of compensation and completion 191 time if required thereof. 20 Any services added to the scope of this Agreement by a change 21 order shall be executed under all applicable conditions of this 22 Agreement. No claim for additional compensation or extension of time 23 shall be recognized unless contained in a duly executed change order. 241 VI. MAP, DRAWING AND PHOTOGRAPH QUALITY. 251 Maps, drawings and photographs produced by the Consultant 26 shall conform to the best standards of Consultant's profession. 27 Information shall be organized in a logical and systematic manner. 28 Drawings shall contain as much information on a single drawing as card- -3- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 be done without impairing clarity and quality. VII. Technical Assistance. Consultant agrees to provide the City with technical support in the implementation and use of any and all software programs or databases developed for the City as part of this Project. Consultant also agrees to assist the City in determining the appropriate hardware and software needed to integrate their products into the City's existing equipment. VIII. CONFIDENTIAL INFORMATION. 1. Access to Cnnfidential Tnfnrmatinr, The City may provide Consultant with, or allow Consultant access to, certain information not available to the public concerning the City of Vernon, or businesses located in the City of Vernon. The information may include company information, taxes, sales, value of assets, or other such information. All such information shall be known as "Confidential Information." 2. No Disclosure. Except as expressly permitted, Consultant shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the express prior written consent of an authorized representative of the City. Consultant shall return any written Confidential Information, and all copies made of such items, to the City upon the City's written request, but in any event not later than the date that the Consultant has performed all services to be performed pursuant to this Agreement. Consultant hereby agrees that such Confidential Information and any documents provided may be used by Consultant only as authorized by thte -4- 1 2 3 4 5 6 7 8 9 10 11 12I 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 H City. Consultant shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized u person. 3. Court Ordered Disclosure. Consultant shall immediately notify the City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in the appeal or challenge of any such order or subpoena. Recipient may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. 4. Remedies. In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of the Confidential Information provisions of this Agreement. Consultant acknowledges that in case of such breach or threatened breach of said provisions, the City would have no adequate remedy at law. X. INDEMNTTY ANTI TTTCTTPnTxTr7 1. Indemnification. The Consultant shall indemnify, defend, protect and hold the City and its officers, agents and employees, free and harmless from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, or judgments which result in any injury or death, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and costs of defense arising out of or attributable to the negligent or wrongful acts of Consultant or its subcontractors, employees or agents in the performance of services under this Agreement, except to the extent arising from or caused by- -5- I the sole active negligence or willful misconduct of the City, its 2 officers, agents or employees. For such matters not involving injury 3 or death, the Consultant shall not be required to defend the City, but 4 will pay the costs which the City may incur in defending such matters, 5 including reasonable attorney fees, if the Consultant is alleged to 6 have been negligent in the performance of the services under this 7 Agreement. 8 2. Insurance. Prior to commencing work hereunder, 9 the Consultant shall provide the City with proof of insurance 10 providing and maintaining the coverages and endorsements required by III the City. Said proof of insurance shall also provide that said policy 12 or policies shall not be canceled or materially reduced in coverage 13 without giving at least thirty (30) days prior written notice to the 14 City. 15 XI. GENERAL PROVISIONS. 16 1. Independent Contractor. At all times during the 17 term of this Agreement, the Consultant shall be an independent 18 contractor and shall not be an employee of the City. The City shall 19 have the right to control the Consultant only insofar as the results 20 of the Consultant's services rendered pursuant to this Agreement; 21 however, the City shall not have the right to control the means by 22 which the Consultant accomplishes services rendered pursuant to the 23 Agreement except to the extent that such services involve the use of 24 City property or Confidential Information. 251 2. Consultant Not Agent. Except as the City may 261 specify in writing, the Consultant shall have no authority, express or 27 implied, to act on behalf of the City in any capacity whatsoever as an 28 agent. The Consultant shall have no authority, expressed or implied,_. I pursuant to this Agreement to bind the City to any obligation 2 whatsoever. 3 3. Validity. The validity, interpretation and 4 performance of this Agreement shall be controlled and construed under 5 the laws of the State of California. 6 4. Products of Consultin All products of 7 consulting services, including any computer software or database 8 developed by the Consultant for the City, shall become the property of 9 the City and shall be delivered to the City before the end of the 10 performance of this Agreement. 11 5. Assignment and Subcontracting Prohibited. 12 Consultant may not assign or subcontract any right or obligation of 13 this Agreement except with the express written consent of the City. 14 Any other attempted or purported assignment of any right or obligation 15 pursuant to this Agreement shall be void and of no effect. 16 6. Termination. This Agreement may be terminated by 17 the City without cause on thirty (30) days written notice to the 18 Consultant. The Consultant shall be entitled to the compensation 19 earned by it prior to the date of the termination notice, computed pro 20 rata up to and including that date, plus compensation for work 21 performed during the thirty (30) day notice period and authorized in 22 the termination notice. 23 7. Notices. Notices to the parties unless otherwise 24 requested in writing shall be sent to: 25 CITY: THE CITY OF VERNON 26 ATTN: Bruce V. Malkenhorst City Administrator 27 4305 Santa Fe Avenue Vernon, CA 90058-0805 28 -7- 1 2 3 4 5 6 7 8 9 10 11 12'' 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONSULTANT: WOODBURY UNIVERSITY ATTN: Richard King Chairman Emeritus/Trustee 7500 Glenoaks Boulevard Burbank, CA 91510-7846 XII. ENTIRE AGREEMENT. This Agreement is the entire Agreement of the parties. The Consultant represents that in entering into this Agreement, it has not relied on any previous representations or understandings of any kind or nature. XIII. BENEFIT OF AGREEMENT. This Agreement shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. XIV. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California. XV. EFFECTIVE DATE. This Agreement shall be effective as of October 15, 2002. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement by and through their authorized officers as of the date first hereinabove set forth. II ATTEST: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: II EDUARDO OLIVO, City Attorney CITY OF VERNON By: THOMAS A. YBARRA, Mayor Pro Tem WOODBURY UNIVERSITY By: Richa Ki g Title. Chairman Emeritus'/ -Trustee EXHIBIT A A Proposal To Assist The City Of Vernon In Developing the Vernon Business and Technology Development Center Phase 2.5 Prepared By: Woodbury University October, 2002 Table of Contents 1.0Introduction........................................................................................................3 2.0 Phase 2.5 Proposal...............................................................................................3 2.1 Marketing Plan for Tenants............................................................................3 2.1.4 Other Potential Tenants..............................................................................3 2.1.5 Materials Development...............................................................................3 2.2 Facility Development.....................................................................................3 2.3 Marketing & PR Plan for Gen. Public............................................................4 2.4 Attracting international businesses.................................................................4 2.5 Management structure...................................................................................4 2.6 Financial Activities.........................................................................................4 Phase 2.5 Schedule and Price Schedule..............................................................................................................4 FixedPrice..........................................................................................................4 AttachmentA - Schedule..........................................................................................5 1. Introduction The City of Vernon has asked Woodbury University to assist in developing a business and technology development center. In response to this request, Woodbury University prepared and presented a Phase 1 Report in November 2000. This report was reviewed and a request was made to provide additional material for specific points raised in this review. A Phase 1.5 was initiated at the request of the city and this report was prepared and submitted in February, 2001. Upon review of this report, the city requested Phase 2 of the original report to be implemented. This Proposal addresses work to be done in Phase 2.5. This interim proposal replaces work originally proposed and contracted in Phase 2 with the City of Vernon Redevelopment Agency. As the project was transferred from the City's Redevelopment Agency to the City of Vernon, the Phase 2 contract was officially terminated and is now being replaced with Phase 2.5. The work proposed is to be completed on a best -effort fixed -price basis. The Woodbury University fixed price is $58,000 and is based upon an estimated completion time of nine months. Woodbury understands that the execution of the proposed tasks may supercede the estimated nine months, and is willing to ensure the tasks are completed. Phase 2.5 Work Proposal The proposed work program continues the previous Phase 2 activities, which target companies in the apparel, food processing, fight manufacturing, entertainment, and other related industries capable of a high-technology and information technology presence. 2.1 Marketing PIan for Tenants 2.1 Develop and implement the marketing strategy to attract multimedia tenants 2.1.1.1 Define and prequalify leading prospects for multimedia tenants 2.1.1.2 Develop and implement marketing strategy for food related companies 2.1.2.1 Define and prequalify leading prospects for food related companies 2.1.2.2 Develop and implement marketing strategy to attract apparel related tenants 2.1.3.1 Define and prequalify leading prospects for apparel related tenants 2.1.4 Other Potential Tenants 2.1.4.1 Initiate list of prospective tenants from non -target market sources. 2.1.5 Materials Development 2.1.5.1 Coordinate draft materials for target markets 2.1.5.2 Work with staff to coordinate all other promotion of center 2.2 Facility Development 2.2.1 Assist in developing building requirements and tenant improvements 2.2.2 Monitor building completion schedules 2.2.3 Plan and support the opening of the center 3 2.3 Marketing & Public Relations Plan for the General Public 2.3.1 Develop and implement strategy to contact local businesses 2.3.3 Develop and implement liaison plan with local universities 2.3.4 Develop and implement liaison plan with other local centers and incubators 2.3.5 Work with city staff to represent center at designated events 2.4 Attracting International Businesses 2.4.1 Market center to Pacific Rim countries, especially Greater China 2.4.2 Identify Asian and Indian businesses 2.5 Management Structure 2.5.1 Develop management agreement with Woodbury University 2.5.2 Prepare set of operations procedures for management and structure 2.5.3 Develop eligibility requirements for center candidates 2.5.4 Develop monitoring procedures for center candidates 2.5.5 Develop suggested board membership for city review and approval 2.5.6 Develop materials and conduct orientation session for new board 2.5.7 Develop first year program for training, mentoring, workshops, etc 2.6 Financial Activities 2.6.1 Develop proforma for center operations 2.6.2 Analyze SBA requirements for programs 2.6.3 Develop group of interested venture capital supporters 2.6.4 Identify potential governmental grant opportunities and other strategies to assist the center 2.6.5 Establish program to offer investment opportunities to local businesses 2.6.6 Develop liaison with local banking community Phase 2.5 Schedule and Price Schedule Beginning October 15, 2002, Woodbury University will complete this consulting effort over an estimated nine month period as outlined in Attachment A. Fixed Price A total fixed -price of $58,000 is herein made for this effort. On completion of the first month, a progress payment of $10,000 shall be made. Additional progress payments of $20,000 will be billed at the end of the third month and sixth month. Upon completion of the work schedule, a final payment of $8,000 shall be made, making a total of $58,000. 4 ATTACHMENT A N N N N N N': N � N� N t71; N N N N N� N N� N N� N N N N N N N N N N N N N N N N •N N N N N CI Vt 'J+ W N �f Cn V• OT 01 01 tT' Vt A A A� W W� W W (a N N N N -+ � -+ + -a :.. � :.. _a _'. W f v o:,m m' •v' v' l n' D �' v v v' �' v (('�� v v 0 v v v. -i fD d O' Q' < m W Dl ' < � O d '. m N < m < N < < (D fD m < ID - O m d ; C 7 F p : N G 7� N 0 O < < [D m - C1 d 0 �+ O = N.: ` d p n i 0 O d ' .a .T' (0 fD i m ID . m m flj ? "+ < -: < < O - p �. ID O a O O a O a O a O O a a m O. ID =' Q F F'; m 3 (Dx �:. m •t m p' m O: m O :d EZ 0): a 3 C- 3 d' NN 3 o N m 7 7 d Ol 0)- 3 n' 0-� S. N d „N,,, C a 7: a 3 a id p O o C. 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Dx c, ::.. _I l� i c m !c i� ao iN SUPPORTING DOCUMENTS CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro—Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator/City Clerk FAX (323) 826-1438 City Council City of Vernon Honorable Members: CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 October 2, 2002 EDUARDO OLIVO City Attorney FAX: (562) 869-1883 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX: (323) 826-1481�j `v ���\ A,� %P O At this time it is necessary that a Consulting Services Agreement be entered with Woodbury University to provide services related to the development of a Business and Technology Development Center at an approximate cost of $58,000.00 to be paid in four installments and an effective date of October 15, 2002. This has been reviewed by Staff and the City Attorney and it is hereby recommended that the Consulting Services Agreement with Woodbury University be approved and executed. Very truly yours, Bruce V. Malkenhorst City Administrator/City Clerk BVM/gm CITY ADMINISTRATOR/ CITY CLERK" S OFFICE �C�y V (0) -1 DATE: October 2, 2002 TO: Bruce V. Malkenhorst, City Administrator FROM: Greg S. TSUjiuchi, Assistant to the City Administrator RE: Woodbury Phase 2.5 Agreement Our negotiations of yesterday resulted in a final cost of $58,000 to be paid in four (4) installments to be outlined in the proposed agreement. The City Attorney's office is currently finalizing this agreement with the necessary changes and additions. I recommend that an Agreement for Consulting Services, by and between, the City of Vernon and Woodbury University for services related to the development of a Business and Technology Development Center be presented to the appropriate committee/council for approval with an effective date of October 15, 2002. If you have any questions or require additional information, please advise.