Resolution No. 85731
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RESOLUTION NO. 8573
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 has constructed a Vernon
Business and Technology Development Center (the "Business Center") to
assist businesses to locate in the City and to provide fiber optic
service to existing businesses in the City; and
WHEREAS, Woodbury University ("Woodbury") has performed
consulting services to the City in the past respecting the Business
(Center; and
WHEREAS, as a result of Woodbury's past services to the City,
it should be able to provide the consulting services now required by
the City in a more efficient and effective manner; and
WHEREAS, on October 20, 2004, the Finance Committee
considered the recommendation of Bruce V. Malkenhorst, Director of
finance, dated October 14, 2004, Bruce V. Malkenhorst, City
Administrator/City Clerk, that an agreement with Woodbury be approved
and executed; and
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
necessity to enter into an agreement with Woodbury to enhance services
(provided to the Vernon community.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
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SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
Hand correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement For Professional Consulting Services with
Woodbury, in substantially the same form as the copy which is attached
hereto as Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Agreement for,
and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
IlAgreement to:
Woodbury University
Attn. Richard King, Chairman Emeritus/Trustee
7500 Glenoaks Boulevard
Burbank, CA 91510-7846
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 20th day of October, 2004.
f"
ATTEST: THOMAS A. YBARRA, Mayor Pro Tem
BRUCE V. MALKENHORST,.City Clerk
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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.
8573, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, October 20,
2004, and thereafter was duly signed by the Mayor Pro Tem of the City
of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
0
1 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
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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 20th day of
6 October, 2004, in the City of Vernon, County of Los Angeles,
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California
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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
16 WHEREAS, the City has constructed a Vernon Business and
17 Technology Development Center (the "Business Center") at 3375 East
18 Slauson in the City of Vernon to assist businesses to locate in the
19 City and to provide fiber optic service to existing businesses in the
20 City; and
21 WHEREAS, the City has utilized the services of Consultant in
22 the past respecting the Business Center; and
23 WHEREAS, the City desires to offer business management and
24 operations seminars and programs to tenants of the Business Center on
25 an as -needed basis and to provide professional consulting services on
26 topics requested by both the tenants and the Business Center manager;
27 and
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WHEREAS, the Consultant submitted a Proposal dated August
2004 (the "Proposal") which includes a description of proposed
services and costs for business management and operation seminars,
professional consulting services on requested topics, and optional
Certificate Training Programs and Student Intern Program; and
WHEREAS, the City desires to engage the Consultant for the
services hereinafter described; and
WHEREAS, the Consultant represents that it is qualified to
perform such services under this Agreement for Professional Consulting
Services (hereinafter "Agreement").
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. SCOPE OF SERVICES.
Consultant shall perform under the general supervision
of the City Administrator of the City. Consultant's scope of
services shall be assigned by the City Administrator and may include,
but not be limited to, the following services, as more particularly
described in the Proposal that is attached hereto as Exhibit A and
incorporated by reference:
A. Provide business management and operations
seminars to tenants of the Business Center on an as -needed basis if
requested in writing by Business Center Manager and approved by City
Administrator;
B. Provide professional consulting services on topics
as requested by both the Business Center tenants and the Business
Center Manager if approved by the City Administrator in writing;
C. If requested in writing by the City Administrator,
provide Certificate Training Programs on specialized topics and credit
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11 courses tailored to needs of the tenants, the Business Center and the
() existing businesses within the City;
D. If requested in writing by the City Administrator,
provide a Student Intern Program to tenants and the Business Center;
I and
E. Provide any additional services as requested and
authorized in writing by the City Administrator of the City.
All services provided under this Agreement shall be
provided by the principal and competent staff members, if any, under
the supervision of the principal. Consultant shall undertake and
carry on the work diligently to conclusion, using that standard of
care, skill, and diligence normally provided by a professional person
in the performance of such services.
It is understood and agreed that in the event of a
conflict between the Proposal and this Agreement, the terms of this
Agreement shall prevail.
2. RELATIONSRTP nF PARTTF.R
Consultant shall conform with any instruction given by
City to Consultant from time to time and may not make any
representation, promise, contract, agreement or do any other act
binding City. City is not responsible for any act or failure to act
by Consultant in excess of or contrary to City's instruction. Except
as the City may specify in writing, the Consultant shall have no
authority, express or implied, to act on behalf of the City in any
capacity whatsoever as an agent. The Consultant shall have no
authority, express or implied, pursuant to this Agreement to bind the
City to any obligation whatsoever.
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3. PROGRESS REPORTS.
Consultant shall meet with City staff, upon City's
request, or as needed, in order to provide written reports or
information concerning the services being performed under this
Agreement.
4 TIME OF PERFORMANCE.
Consultant's services pursuant to this Agreement shall
commence upon the full execution of the Agreement and shall terminate
in twelve (12) months, or November 1, 2005, unless otherwise
terminated or extended.
5. COMPENSATTnN ANTI PRCX!.RF.gq Paym7mTC
A. Seminar Costs. City will pay Consultant the sum
of Three Hundred Dollars and No Cents ($300.00) for each seminar
performed (including honorariums, materials, mileage and related
expenses) at the request of the City;
B. Professional Consulting Services. City will pay
Consultant the sum of One Hundred Twenty Dollars and No Cents
($120.00) per hour for professional consulting services performed in
accordance with this Agreement. Consultant shall notify City if it
expects to utilize the services of other professionals on City's
behalf, and may do so only after approval by City.
C. Certificate Training Programs and Student Intern
Program. If the City Administrator determines such programs are
needed, a change order in accordance with Section 7 of this Agreement
shall be executed.
6. METHOD OF PAYMENT.
Within thirty (30) days after the last day of any month
in which services have been performed or costs incurred hereunder,
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II Consultant shall submit an invoice to City stating the amount due
11 Consultant. Invoices shall contain an itemization of the services
11 rendered (i.e., the services performed, the date and time the services
were performed, and the number of hours spent). Payment of the
invoice shall be made after acceptance and approval by City within
thirty (30) days of receipt. Consultant shall be responsible for
paying any subcontractor used in the performance of this Agreement.
Subcontractors shall not bill the City directly. The City's approval
of the invoice shall not be unreasonably withheld.
7. CHANGES AND EXTRA SERVICES.
The City reserves the right to request changes in the
services to be performed by the Consultant. All such changes shall be
incorporated in written change orders executed by the City and the
Consultant which shall specify the changes ordered and the parties
shall mutually negotiate an adjustment of compensation and completion
time if required thereof.
Any services added to the scope of this Agreement by a
change order shall be executed under all applicable conditions of this
Agreement. No claim for additional compensation or extension of time
shall be recognized unless contained in a duly executed change order.
8. CONFLICTS OF INTEREST.
In the event that a potential conflict should arise
between the interests of the City and the interests of any one of
Consultant's other clients, during Consultant's performance of
services under this Agreement, Consultant shall notify City of such
potential conflict. Notice of the existence of a potential conflict
of interest shall be given in writing to City within ten (10) days of
the perceived conflict. The conflict of interest letter shall specify
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1 when the potential conflict arose, the identity of the other
2 party(ies) and the facts that give rise to the potential conflict. In
3 the event that a potential conflict of interest is deemed by City to
4 be an actual conflict of interest, City may, at its discretion,
5 terminate this Agreement immediately.
6 9. CONFIDENTIAL INFORMATION.
7 1. Access to Confidential Information. City may
8 provide Consultant and/or its subcontractor with, or allow Consultant
9 access to, certain information deemed relevant by City, not available
10 to the public concerning City, or businesses located in City. The
it information may include company information, taxes, sales, value of-
12 assets, or other such information. All such information shall be
13 known as "Confidential Information" and may not be used to circumvent
14 the responsibility of either party to this Agreement.
15 2. No Disclosure. Except as expressly permitted,
16 Consultant and/or its subcontractor shall not disclose, permit the
17 disclosure of, release, disseminate, or transfer, whether orally or by
18 any other means, any part of such Confidential Information to any
19 other person or entity, whether corporate, governmental, or
20 individual, without the express prior written consent of an authorized
21 representative of City. Consultant and/or its subcontractor shall
22 return any written Confidential Information and all copies made of
23 such items to City upon City's written request, but in any event not
24 later than the date that Consultant has performed all services to be
25 performed pursuant to this Agreement. Consultant hereby agrees that
26 such Confidential Information and any documents provided may be used
27 by Consultant and/or its subcontractor only as authorized by City.
28 Consultant's contracts with subcontractors shall include provisions
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II that bind the subcontractors to this non -disclosure requirement.
Consultant shall take reasonable measures to avoid any disclosure of
any such Confidential Information to any unauthorized person.
3. Court Ordered Disclosure. Consultant shall
immediately notify City of any court order or subpoena or other
directive of a court, administrative agency, quasi-judicial body or
arbitration panel requiring disclosure of Confidential Information,
and shall cooperate with City's legal counsel in responding to any
such order or subpoena. Consultant 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, 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, City would have
no adequate remedy at law.
10. INDEMNTTY AMn TMMTRANrP
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
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subcontractors, employees or agents in the performance of services
under this Agreement, except to the extent arising from or caused by
the sole active negligence or willful misconduct of the City, its
officers, agents or employees. For such matters not involving injury
or death, the Consultant shall not be required to defend the City, but
will pay the costs which the City may incur in defending such matters,
including reasonable attorney fees, if the Consultant is alleged to
have been negligent in the performance of the services under this
Agreement.
2. Insurance. Prior to commencing work hereunder, the
Consultant shall provide the City with proof of insurance providing
and maintaining the coverages and endorsements required by the City.
Said proof of insurance shall also provide that said policy or
policies shall not be canceled or materially reduced in coverage
without giving at least thirty (30) days prior written notice to the
City.
11. GENERAL PROVISIONS.
1. Independent Contractor. At all times during the
term of this Agreement, the Consultant shall be an independent
contractor and shall not be an employee of the City. The City shall
have the right to control the Consultant only insofar as the results
of the Consultant's services rendered pursuant to this Agreement;
however, the City shall not have the right to control the means by
which the Consultant accomplishes services rendered pursuant to the
Agreement except to the extent that such services involve the use of
City property or Confidential Information.
2. Consultant Not Agent. Except as the City may
specify in writing, the Consultant shall have no authority, express or
1 implied, to act on behalf of the City in any capacity -whatsoever as an
2 agent. The Consultant shall have no authority, expressed or implied,
3 pursuant to this Agreement to bind the City to any obligation
4 whatsoever.
5 3. Validity. The validity, interpretation and
6 performance of this Agreement shall be controlled and construed under
7 the laws of the State of California.
8 4. Products of Consulting. All products of consulting
9 services, including any computer software or database developed by the
10 Consultant for the City, shall become the property of the City and
11 shall be delivered to the City before the end of the performance of
12 this Agreement.
13 5. Assignment and Subcontracting Prohibited.
14 Consultant may not assign or subcontract any right or obligation of
15 this Agreement except with the express written consent of the City.
16 Any other attempted or purported assignment of any right or obligation
17 pursuant to this Agreement shall be void and of no effect.
18 6. Termination. This Agreement may be terminated by
19 the City without cause on thirty (30) days written notice to the
20 Consultant. The Consultant shall be entitled to the compensation
21 earned by it prior to the date of the termination notice, computed pro
22 rata up to and including that date, plus compensation for work
23 performed during the thirty (30) day notice period and authorized in
24 the termination notice.
25 7. Notices. Notices to the parties unless otherwise
26 requested in writing shall be sent to:
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1 CITY: THE CITY OF VERNON
ATTN: Bruce V. Malkenhorst
2 City Administrator
3 4305 Santa Fe Avenue
Vernon, CA 90058-0805
4
5 CONSULTANT: WOODBURY UNIVERSITY
ATTN: Richard King
6 Chairman Emeritus/Trustee
7500 Glenoaks Boulevard
7 Burbank, CA 91510-7846
8
9 12. ENTIRE AGREEMENT.
10 This Agreement is the entire Agreement of the parties.
11 The Consultant represents that in entering into this Agreement, it has
12 not relied on any previous representations or understandings of any
13 kind or nature.
14 13. BENEFIT OF AGREEMENT.
15 This Agreement shall bind and benefit the parties
16 hereto and their heirs, successors, and permitted assigns.
17 14. GOVERNING LAW.
18 This Agreement shall be governed by and construed and
19 enforced in accordance with the laws of the State of California.
20 15. Forum Selection.
21 Any action brought relating to this Agreement shall be
22 brought and held exclusively in a State Court in the County of Los
23 Angeles, California.
24 16. EFFECTIVE DATE.
25 This Agreement shall be effective as of November 1,
26 2004.
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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.
ATTEST :_
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
ERIC T. FRESCH, City Attorney
CITY OF VERNON
By:
THOMAS A. YBARRA, Mayor Pro Tem
WOODBURY UNIVERSITY
By:
Richard King
Title: Chairman Emeritus/Trustee
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EXHIBIT
VA&
Woodbury Proposal for Services
Vernon Business and Technology Development Center
Woodbury University
' August 2004
The City of Vernon is interested in providing business management and operations seminars and
Programs to tenants of the newly constructed Business and Technology Development Center on an as
needed .basis. The Woodbury University School of Business. and Management is qualified and willing to
provide the seminars and training programs ' ' _ g p grams ;when requested is writing by business, cerrter" star
Woodbury, University will make every effort to schedule staff
for each request, however, subject to the
availability of personnel and resources. In addition, Woodbury University is also qualified and willing to
provide professional -consulting services to individual tenants should they be needed and requested. by
both the tenant and center manager.
Seminar, Training Program, and Professional Service Topics
Financial Related
o Pros and cons of various accounting principles and approaches.
o In-house vs. outside service for payroll functions.
o Selecting accounting software and/or finding an outside accountant entity.
o Raising capital, and introducing potential sources of funds.
Marketing Related
o Match marketing and sales approaches for specific product or service offerings.
o Assistance in finding market place data or finding a market research firm.
o Matching advertising and public relations approaches to.a business model.
Planning Related
o Business. models and its relationship to the marketplace and competitors.
o Formal business plans, and tailoring it to the anticipated audience.
o Various techniques and technology applications for writing a business plan.
o Business growth and the impact it has on personnel matters.
o Facility planning and workflow layout. _
o Establishing a safety and injury prevention program for businesses.
Legal Related
o Introduction to California labor laws and how they impact businesses as they grow. -
o Introduction to.California and Federal environmental laws and how they impact businesses.
o Regulatory issues and the impacts on businesses and the market, and assistance in finding outside
experts.
o Business liability and the need for'insurance, may introduce tenants to potential insurance
agents/brokers.
o Introduction to Patents, Copyrights, and Trademarks
Management Related
o Budgeting and the planning processes.
o Introduction to loss prevention and inventory control.
o Staffing and personnel management issues.
o Board of Directors and Advisory Boards — issues and approaches.
o Company provided employee benefits.
Woodbury University Student Internships
Woodbury University is also interested and willing to provide qualified paid student interns to tenant
businesses and the business center. The university administration manages and conducts the intern
program to meet the university's academic criteria. All internships are voluntary and compensation is
negotiated individually, and in advance with the tenant business or center manager, whoever is the
requestor. The business center and its tenants are under no obligation to utilize the student interns,
however, whenever an opportunity arises to use such interns, Woodbury University's internship program
would like to be considered.
Costs
Seminars - $300.00 each (Includes honorariums, materials, mileage, and related expenses)
Each seminar will be approximately one and a half to two hours long, not to exceed two hours, and
presented by the Woodbury University School of Business Management. The maximum participating
audience number is twenty. The specific topic, outline, and date will be scheduled, reviewed, and
approved by the center manager prior to the event date.
Professional Services - $120 hour
One hour minimum sessions can be provided to the tenants as requested by both the tenant and the center
manager.
Training Programs — To be determined based on class size and required faculty.
Should the need be determined by the City of Vernon and the center manager, Woodbury University can
provide certificate training programs on specialized topics and create for credit courses (subject to
minimum class size). Each certificate training program would be tailored to the needs of both the tenants
of the center and existing businesses within Vernon
Internships — To be Determined
The tenant business or the center manager, whomever is the requestor, will negotiate each student intern's
compensation, duties, and hours of availability in advance.
2
EXHIBIT
1 EXHIBIT B
2 INSURANCE SCHEDULE
3
Consultant shall provide proof of insurance, including a standard certificate of insurance, in at least the
4 following amounts and coverage (combined single limit permitted):
5
I. Coverage and Limits
6 Bodily InjM Property Damage
7 Hid Each Person Each Accident Each Accident
8 Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
9 Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
10 Workers' Compensation $ Statutory
11 Emplovers' Liability $1,000,000 per employer
12 11. Liabilitv
13 General Liability $1,000,000 $2,000,000 $1,000,000
Premises Operations $1,000,000 $2,000,000 $1,000,000
14 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000
15 Independent Contractors $1,000,000 $2,000,000 $1,000,000
Products - Completed Operations $1,000,000 $2,000,000 $1,000,000
16 Contractual Liability $1,000,000 $2,000,000 $1,000,000
17 Professional Liability $2,000,000 $2,000,000 $2,000,000
18 a. The general liability policy.shall contain the following special endorsements which shall be noted
on or attached to the standard certificate of insurance:
19
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
20 under the policy.
21 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or
material reduction of coverage.
22 3. An endorsement providing coverage for all operations under this Agreement.
23 4. Such other endorsement as may be required by City.
b. In addition to the above, the Consultant shall provide such further proof of insurance
2 4 documentation as the City deems necessary.
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SUPPORTING
DOCUMENTS
I
1 AGREEMENT FOR PROFESSIONAL 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 day of
6 �GC+f1�bC�
-Aieu 2004, 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 has constructed a Vernon Business and
17 Technology Development Center (the "Business Center") at 3375 East
18 Slauson in the City of Vernon to assist businesses to locate in the
19 City and to provide fiber optic service to existing businesses in the
20 City; and
21 WHEREAS, the City has utilized the services of Consultant in
22 the past respecting the Business Center; and
23 WHEREAS, the City desires to offer business management and
24 operations seminars and programs to tenants of the Business Center on
25 an as -needed basis and to provide professional consulting services on
26 topics requested by both the tenants and the Business Center manager;
27 and
28 / / /
1 WHEREAS, the Consultant submitted a Proposal dated August
2 2004 (the "Proposal") which includes a description of proposed
3 services and costs for business management and operation seminars,
4 professional consulting services on requested topics, and optional
5 Certificate Training Programs and Student Intern Program; and
6 WHEREAS, the City desires to engage the Consultant for the
7 services hereinafter described; and
8 WHEREAS, the Consultant represents that it is qualified to
9 perform such services under this Agreement for Professional Consulting
10 Services (hereinafter "Agreement").
11 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
12 FORTH HEREIN:
13 1. SCOPE OF SERVICES.
14 Consultant shall perform under the general supervision
15 of the City Administrator of the City. Consultant's scope of
16 services shall be assigned by the City Administrator and may include,
17 but not be limited to, the following services, as more particularly
18 described in the Proposal that is attached hereto as Exhibit A and
19 incorporated by reference:
20 A. Provide business management and operations
21 seminars to tenants of the Business Center on an as -needed basis if
22 requested in writing by.Business Center Manager and approved by City
23 Administrator;
24 B. Provide professional consulting services on topics
25 as requested by both the Business Center tenants and the Business
26 Center Manager if approved by the City Administrator in writing;
27 C. If requested in writing by the City Administrator,
28 provide Certificate Training Programs on specialized topics and credit
IW.I
1 courses tailored to needs of the tenants, the Business Center and the
2 existing businesses within the City;
3 D. If requested in writing by the City Administrator,
4 provide a Student Intern Program to tenants and the Business Center;
5 and
6 E. Provide any additional services as requested and
7 authorized in writing by the City Administrator of the City.
8 All services provided under this Agreement shall be
9 provided by the principal and competent staff members, if any, under
10 the supervision of the principal. Consultant shall undertake and
11 carry on the work diligently to conclusion, using that standard of
12 care, skill, and diligence normally provided by a professional person
13 in the performance of such services.
14 It is understood and agreed that in the event of a
15 conflict between the Proposal and this Agreement, the terms of this
16 Agreement shall prevail.
17 2. RELATIONSHIP OF PARTIES.
18 Consultant shall conform with any instruction given by
19 City to Consultant from time to time and may not make any
20 representation, promise, contract, agreement or do any other act
21 binding City. City is not responsible for any act or failure to act
22 by Consultant in excess of or contrary to City's instruction. Except
23 as the City may specify in writing, the Consultant shall have no
24 authority, express or implied, to act on behalf of the City in any
25 capacity whatsoever as an agent. The Consultant shall have no
26 authority, express or implied, pursuant to this Agreement to bind the
27 City to any obligation whatsoever.
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3. PROGRESS REPORTS.
Consultant shall meet with City staff, upon City's
request, or as needed, in order to provide written reports or
information concerning the services being performed under this
Agreement.
4 TIME OF PERFORMANCE.
Consultant's services pursuant to this Agreement shall
commence upon the full execution of the Agreement and shall terminate
in twelve (12) months, or November 1, 2005, unless otherwise
terminated or extended.
5. COMPENSATION AND PROGRESS PAYMENTS.
A. Seminar Costs. City will pay Consultant the sum
of Three Hundred Dollars and No Cents ($300.00) for each seminar
performed (including honorariums, materials, mileage and related
expenses) at the request of the City;
B. Professional Consulting Services. City will pay
Consultant the sum of One Hundred Twenty Dollars and No Cents
($120.00) per hour for professional consulting services performed in
accordance with this Agreement. Consultant shall notify City if it
expects to utilize the services of other professionals on City's
behalf, and may do so only after approval by City.
C. Certificate Training Programs and Student Intern
Program. If the City Administrator determines such programs are
needed, a change order in accordance with Section 7 of this Agreement
shall be executed.
6. METHOD OF PAYMPMT
Within thirty (30) days after the last day of any month
in which services have been performed or costs incurred hereunder,
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Consultant shall submit an invoice to City stating the amount due
Consultant. Invoices shall contain an itemization of the services
rendered (i.e., the services performed, the date and time the services
were performed, and the number of hours spent). Payment of the
invoice shall be made after acceptance and approval by City within
thirty (30) days of receipt. Consultant shall be responsible for
paying any subcontractor used in the performance of this Agreement.
Subcontractors shall not bill the City directly. The City's approval
of the invoice shall not be unreasonably withheld.
7. CHANGES AND RYTRA CZFRVTC`FC
The City reserves the right to request changes in the
services to be performed by the Consultant. All such changes shall be
incorporated in written change orders executed by the City and the
Consultant which shall specify the changes ordered and the parties
shall mutually negotiate an adjustment of compensation and completion
time if required thereof.
Any services added to the scope of this Agreement by a
change order shall be executed under all applicable conditions of this
Agreement. No claim for additional compensation or extension of time
shall be recognized unless contained in a duly executed change order.
8. CONFLICTS OF INTEREST.
In the event that a potential conflict should arise
between the interests of the City and the interests of any one of
Consultant's other clients, during Consultant's performance of
services under this Agreement, Consultant shall notify City of such
potential conflict. Notice of the existence of a potential conflict
of interest shall be given in writing to City within ten (10) days of
the perceived conflict. The conflict of interest letter shall specify
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1 when the potential conflict arose, the identity of the other
2 party(ies) and the facts that give rise to the potential conflict. In
3 the event that a potential conflict of interest is deemed by City to
4 be an actual conflict of interest, City may, at its discretion,
5 terminate this Agreement immediately.
6 9. CONFIDENTIAL INFORMATION.
7 1. Access to Confidential Information. City may
8 provide Consultant and/or its subcontractor with, or allow Consultant
9 access to, certain information deemed relevant by City, not available
101 to the public concerning City, or businesses located in City. The
11 information may include company information, taxes, sales, value of
12 assets, or other such information. All such information shall be
13 known as "Confidential Information" and may not be used to circumvent
14 the responsibility of either party to this Agreement.
15 2. No Disclosure. Except as expressly permitted,
16 Consultant and/or its subcontractor shall not disclose, permit the
17 disclosure of, release, disseminate, or transfer, whether orally or by
18 any other means, any part of such Confidential Information to any
19 other person or entity, whether corporate, governmental, or
20 individual, without the express prior written consent of an authorized
21 representative of City. Consultant and/or its subcontractor shall
22 return any written Confidential Information and all copies made of
23 such items to City upon City's written request, but in any event not
24 later than the date that Consultant has performed all services to be
25 performed pursuant to this Agreement. Consultant hereby agrees that
26 such Confidential Information and any documents provided may be used
27 by Consultant and/or its subcontractor only as authorized by City.
28 Consultant's contracts with subcontractors shall include provisions
1 that bind the subcontractors to this non -disclosure requirement.
2 Consultant shall take reasonable measures to avoid any disclosure of
3 any such Confidential Information to any unauthorized person.
4 3. Court Ordered Disclosure. Consultant shall
5 immediately notify City of any court order or subpoena or other
6 directive of a court, administrative agency, quasi-judicial body or
7 arbitration panel requiring disclosure of Confidential Information,
8 and shall cooperate with City's legal counsel in responding to any
9 such order or subpoena. Consultant may only disclose Confidential
10 Information required to be disclosed pursuant to court order or
11 subpoena after legal.counsel has exhausted any lawful and timely
12 appeal or challenge.
13 4. Remedies. In addition to any other remedies that
14 it may have at law or in equity, City shall be entitled to a temporary
15 and permanent injunction by a court of competent jurisdiction against
16 any breach or threatened breach of the Confidential Information
17 provisions of this Agreement. Consultant acknowledges that in case of
18 such breach or threatened breach of said provisions, City would have
19 no adequate remedy at.law.
20 10. INDEMNITY AND INSURANCE.
21 1. Indemnification. The Consultant shall indemnify,
22 defend, protect and hold the City and its officers, agents and
23 employees, free and harmless from and against any and all claims,
24 demands, losses, damages, liabilities, fines, charges, penalties,
25 orders, or judgments which result in any injury or death, and all
26 costs and expenses incurred in connection therewith, including
27 reasonable attorney's fees and costs of defense arising out of or
28 attributable to the negligent or wrongful acts of Consultant or its
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1 subcontractors, employees or agents in the performance of services
2 under this Agreement, except to the extent arising from or caused by
3 the sole active negligence or willful misconduct of the City, its
4 officers, agents or employees. For such matters not involving injury
5 or death, the Consultant shall not be required to defend the City, but
6 will pay the costs which the City may incur in defending such matters,
7 including reasonable attorney fees, if the Consultant is alleged to
8 have been negligent in the performance of the services under this
9 Agreement.
10 2. Insurance. Prior to commencing work hereunder, the
11 Consultant shall provide the City with proof of insurance providing
12 and maintaining the coverages and endorsements required by the City.
13 Said proof of insurance shall also provide that said policy or
14 policies shall not be canceled or materially reduced in coverage
15 without giving at least thirty (30) days prior written notice to the
16 City.
17 11. GENERAL PROVISIONS.
18 1. Independent Contractor. At all times during the
19 term of this Agreement, the Consultant shall be an independent
20 contractor and shall not be an employee of the City. The City shall
21 have the right to control the Consultant only insofar as the results
22 of the Consultant's services rendered pursuant to this Agreement;
23 however, the City shall not have the right to control the means by
24 which the Consultant accomplishes services rendered pursuant to the
25 Agreement except to the extent that such services involve the use of
26 City property or Confidential Information.
27 2. Consultant Not Agent. Except as the City may
28 specify in writing, the Consultant shall have no authority, express or
1 implied, to act on behalf of the City in any capacity whatsoever as an
2 agent. The Consultant shall have no authority, expressed or implied,
3 pursuant to this Agreement to bind the City to any obligation
4 whatsoever.
5 3. Validity. The validity, interpretation and
6 performance of this Agreement shall be controlled and construed under
71 the laws of the State of California.
8 4. Products of Consulting. All products of consulting
9 services, including any computer software or database developed by the
10 Consultant for the City, shall become the property of the City and
11 shall be delivered to the City before the end of the performance of
12 this Agreement.
13 5. Assignment and Subcontracting Prohibited.
14 Consultant may not assign or subcontract any right or obligation of
15 this Agreement except with the express written consent of the City.
16 Any other attempted or purported assignment of any right or obligation
17 pursuant to this Agreement shall be void and of no effect.
18 6. Termination. This Agreement may be terminated by
19 the City without cause on thirty (30) days written notice to the
20 Consultant. The Consultant shall be entitled to the compensation
21 earned by it prior to the date of the termination notice, computed pro
22 rata up to and including that date, plus compensation for work
23 performed during the thirty (30) day notice period and authorized in
24 the termination notice.
25 7. Notices. Notices to the parties unless otherwise
26 requested in writing shall be sent to:
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CITY: THE CITY OF VERNON
ATTN: Bruce V. Malkenhorst.
City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058-0805
CONSULTANT: WOODBURY UNIVERSITY
ATTN: Richard King
Chairman Emeritus/Trustee
7500 Glenoaks Boulevard
Burbank, CA 91510-7846
12. 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.
13. BENEFIT OF Ar�RFFMPMT
This Agreement shall bind and benefit the parties
hereto and their heirs, successors, and permitted assigns.
14. GOVERNING LAW.
This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California.
15. Forum Selection.
Any action brought relating to this Agreement shall be
brought and held exclusively in a State Court in the County of Los
Angeles, California.
16. EFFECTIVE DATE.
2004.
This Agreement shall be effective as of November 1,
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7
1 IN WITNESS WHEREOF, the City and the Consultant have executed
2 this Agreement by and through their authorized officers as of the date
3 first hereinabove set forth.
4
5 CITY OF VERNON
6 By:
THOMAS A. YBARKA, Mayor Pro Tem
7 ATTEST:
8
9 BRUCE V. MALKENHORST, City Clerk
10 APPROVED AS TO ORM:
11
ERIC T. FKESCH, Ci Attorney
12 _
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WOODBURY UNIVERSITY
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By:
15 -Riiihar King
Title: hairman Emer us/Trustee
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Woodbury Proposal for Services
Vernon Business and Technology Development Center
Woodbury University
August 2004
The City of Vernon is interested in providing business management and operations seminars and
Programs to tenants of the newly constructed Business and Technology Development Center on an as
needed basis. The Woodbury University School of Business and Management is qualified and willing to
provide the seminars and training programs when requested in writing by business center staff.
Woodbury University will make every effort to schedule staff for each request, however, subject to the
availability of personnel and resources. In addition, Woodbury University is also qualified and willing to
provide professional consulting services to individual tenants should they be needed and requested by
both the tenant and center manager.
Seminar, Training Program, and Professional Service Topics
Financial Related
o Pros and cons of various accounting principles and approaches.
o In-house vs. outside service for payroll functions.
o Selecting accounting software and/or finding an outside accountant entity.
o Raising capital, and introducing potential sources of funds.
Marketing Related
o Match marketing and sales approaches for specific product or service offerings.
o Assistance in finding market place data or finding a market research firm.
o Matching advertising and public relations approaches to a business model.
Planning Related
o Business models and its relationship to the marketplace and competitors.
o Formal business plans, and tailoring it to the anticipated audience.
o Various techniques and technology applications for writing a business plan.
o Business growth and the impact it has on personnel matters.
o Facility planning and workflow layout.
o Establishing a safety and injury prevention program for businesses.
Legal Related
o Introduction to California labor laws and how they impact businesses as they grow.
o Introduction to California and Federal environmental laws and how they impact businesses.
o Regulatory issues and the impacts on businesses and the market, and assistance in finding outside
experts.
o Business liability and the need for insurance, may introduce tenants to potential insurance
agents/brokers.
o Introduction to Patents, Copyrights, and Trademarks
Management Related
o Budgeting and the planning processes.
o Introduction to loss prevention and inventory control.
o Staffing and personnel management issues.
o Board of Directors and Advisory Boards — issues and approaches.
o Company provided employee benefits.
Woodbury University Student Internships
Woodbury University is also interested and willing to provide qualified paid student interns to tenant
businesses and the business center. The university administration manages and conducts the intern
program to meet the university's academic criteria. All internships are voluntary and compensation is
negotiated individually, and in advance with the tenant business or center manager, whoever is the
requestor. The business center and its tenants are under no obligation to utilize the student interns,
however, whenever an opportunity arises to use such interns, Woodbury University's internship program
would like to be considered.
Costs
Seminars - $300.00 each (Includes honorariums, materials, mileage, and related expenses)
Each seminar will be approximately one and a half to two hours long, not to exceed two hours, and
presented by the Woodbury University School of Business Management. The maximum participating
audience number is twenty. The specific topic, outline, and date will be scheduled, reviewed, and
approved by the center manager prior to the event date.
Professional Services $120 hour
One hour minimum sessions can be provided to the tenants as requested by both the tenant and the center
manager.
Training Prop -rams — To be determined based on class size and required faculty.
Should the need be determined by the City of Vernon and the center manager, Woodbury University can
provide certificate training programs on specialized topics and create for credit courses (subject to
minimum class size). Each certificate training program would be tailored to the needs of both the tenants
of the center and existing businesses within Vernon.
Internships — To be Determined
The tenant business or the center manager, whomever is the requestor, will negotiate each student intem's
compensation, duties, and hours of availability in advance.
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EXHIBIT B
INSURANCE SCHEDULE
Consultant shall provide proof of insurance, including a standard certificate of insurance, in at least the
following amounts and coverage (combined single limit permitted):
I. Coverage and Limits
Hazards
Automobile Liability
Bodily Injury Property Damage
Each Person Each Accident Each Accident
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $ Statutory
Employers' Liability $1 000 000 per employer
II. LiabilitV
General Liability -
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (if applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractors
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contractual Liability
$1,000,000
$2,000,000
$1,000,000
Professional Liability
$2 000 000
$2,000,000
$2 ,000,000
a. The general liability policy shall contain the following special endorsements which shall be noted
on or attached to the standard certificate of insurance:
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or
material reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement.
4. Such other endorsement as may be required by City.
b. In addition to the above, the Consultant shall provide such further proof of insurance
documentation as the City deems necessary.
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ACORD CERTIFICATE OF LIABILITY INSURANCE OP ID A DATE(MMIDDIYYYY)
WOODB-2 02 27 04
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
�olton & Company ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
to License #0008309 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
1245 S Los Robles Ave Ste 105 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Pasadena CA 91101
Phone:626-799-7000 Fax:626-441-3233
INSURED
Woodbury University
P. O. Box 7846
7500 Glenoaks Boulevard
Burbank CA 91504-1052
COVERAGES
INSURERS AFFORDING COVERAGE I NAIC 9
INSURER A: The Hartford Insurance Comp n188228
INSURER B:
INSURER C:
INSURER D:
INSURER E:
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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR
NSR)
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE MMIDD
EXPIPATIO
ATE DMMIDD
LIMITS
A
X
GENERAL LIABILITY
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE a OCCUR
72UUNIL9661
03/01/04
03/01/05
EACH OCCURRENCE
RENTEU
PREMISES Eaoccurence)
$ 300 000
MED EXP (Any one Person)
$ 10 , 0 00 .
PERSONAL & ADV INJURY
$ 1,000 000.
GENERAL AGGREGATE
s2,000,000.
GEN'L AtLIMIT APPLIES PER:
POLICY JEC X LOC
PRODUCTS - COMP/OP AGG
$ 1 , O O O , O O O .
AUTOMOBILE
LIABILITY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON -OWNED AUTOS
e Gl��(��
n 2' /*i/Li/�1 QL
�
/2f.act •
i�, raz--L
COMBINED SINGLE LIMB
(Ea accident)
$
BODILY INJURY
(Per person)
$
BODILY INJURY
(Per accident)
$
PROPERTY DAMAGE
(Per accident)
$
GARAGE LIABILITY
ANY AUTO
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
AUTO ONLY: AGG
$
$
EXCESSIUMBRELLA LIABILITY
OCCUR CLAIMS MADE
DEDUCTIBLE
RETENTION $
EACH OCCURRENCE
$
AGGREGATE
$
$
$--
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
If yes, describe under
SPECIAL PROVISIONS below
TORY LIMITS ER
E.L EACH ACCIDENT
$
E.L. DISEASE - EA EMPLOYE
$
E.L. DISEASE -POLICY LIMIT
$
OTHER
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT 1 SPECIAL PROVISIONS
* Except ten day notice for non-payment of premium.
City of Vernon is named Additional Insured per company endorsement on the
policy.
I r_ nvL_u=R
City of Vernon
Attn: Greg Tsujiuchi, Assist.
to the City Administrator
4305 Santa Fe Ave.
Vernon, CA 90058
VERNON1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIO
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 * DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
ACORD CORPORATION 198