HomeMy WebLinkAboutReso 176-07 Business Ed Workshop
RESOLUTION NO. 176-07
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
*********
APPROVING SERVICE AGREEMENT WITH CAL STATE EAST BAY
SMALL BUSINESS DEVELOPMENT CENTER TO PROVIDE
MONTHLY BUSINESS EDUCATION WORKSHOPS
WHEREAS, the City of Dublin recognizes the role small businesses serve in our community; and
WHEREAS, the City of Dublin recognizes the need to provide business education training to
Dublin-based businesses; and
WHEREAS, the City of Dublin supports the efforts of the Cal State East Bay Small Business
Development Center to develop and implement programs and services that support innovation,
entrepreneurship, sustainability and growth for small businesses in the East Bay; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the Service Agreement with Cal State East Bay Small Business Development
Center, by which Cal State East Bay Small Business Development Center will provide business
education and consulting to businesses within Dublin for the period from October 1, 2007 to April
30,2008; and
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the agreement.
PASSED, APPROVED AND ADOPTED this 18th day of September, 2007.
AYES: Councilmembers Hildenbrand, Oravetz, Sbranti, Scholz and Mayor Lockhart
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST:
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Reso No. 176-07, Adopted 9/18/07, Item 8.1
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SERVICE AGREEMENT
CAL ST ATE EAST BAY SMALL BUSINESS DEVELOPMENT CENTER
SERVICES
This Service Agreement (hereina.fter "Agreement") is made and entered into by and between the CITY
OF DUBLIN, a municipal corporation (hereinafter "City"), and CALIFORNIA STATE
UNIVERSITY, EAST BAY FOUNDATION (hereinafter "Consultant"). City and Consultant may be
collectively referred to herein as the "parties."
RECITALS
A. The California State University, East Bay Foundation (Consultant) acts as fiscal agent for the East
Bay Small Business Development Center (East Bay SBDC), a program of the California State
University, East Bay.
B. City requested a proposal from Consultant to perform the services generally including: a scriesof
monthly educational. workshops and direct consulting services for Dublin businesses.
C. In response to the City's request, Consultant submitted a proposal, and, after negotiatIOns,
Consultant agreed to perform the services more particularly described on Exhibit "A," in return for
the compensation described in this Agreement.
D. In reliance upon Consultant's documentation of its qualifications, the City finds that Consultant has
demonstrated the requisite qualifications, experience, training, and expertise to perform the
requested services.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
CONDITIONS IDENTIFIED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. SCOPE OF SERVICES. Consultant shall perform the services described in Exhibit "A," attached
hereto and incorporated herein by reference, in accordance with the terms and conditions contained
in this Agreement.
2. TIME FOR PERFORMANCE. Time is of the essence in the performance of services under this
Agreement and the timing requirements set forth herein shall be strictly adhered to unless
otherwise modified in writing in accordance with this Agreement. Consultant shall commence
performance, and shall complete all required services no later than the dates set forth in Exhibit
"A." Any services for which times for performance are not specified in this Agreement shall be
commenced and completed by Consultant in a reasonably prompt and timely manner based upon
the circumstances and direction communicated to the Consultant.
The period of performance for this. Agreement is October 1, 2007 - April 30,2008. Consultant
shall submit all requests for extensions of time to the City in writing no later than ten (10) days
after the start of the condition which purportedly caused the delay, and not later than the date on
which performance is due.
3. PAYMENT. In order to request payment, Consultant shall submit quarterly invoices to the City
identifying the ser\Tices performed and the charges therefore, based upon the Consultant's billing
rates. Invoices shall be sent to:
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Attachmentl
'1'-{'8-07 '8".1
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Chris Foss, Economic Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
(925) 833-6650
Chris.Foss(cV,ci.dublin.ca. us
The City shall submit payments to:
Ms. Cynthia Vinson, Grants and Contracts Manager
CSUEB Foundation
25976 Carlos Bee Blvd.
Hayward, CA 94542
(510) 885-4039
. cynthia. vinson@csueastbay.edu
The compensation payable to Consultant for the services identified in Exhibit "A" shall not exceed
$2,500. Consultant shall not perform any services beyond the services identified in Exhibit "A"
without prior written modification of this Agreement by both parties.
.4. AUTHORIZED REPRESENTATIVES.
4(A). Consultant's Authorized Representative. Consultant understands that, in entering into
this Agreement, the City has relied upon Consultant's ability to perform in accordance with its
representations regarding the qualifications of the Consultant (including the qualifications of its
Authorized Representative, its personnel, and its sub consultants, if any) identified in Exhibit
"A," attached hereto and incorporated herein by reference. Therefore, Consultant shall not
replace its Authorized Representative or any of the personnel or sub consultants identified in
Exhibit "A," without the prior written consent of the City. All services under this Agreement
shall be performed by, or under the direct supervision of, Consultant's Authorized
Representative, as identified in Section 15 of this Agreement.
4(B). City's Authorized Representatives. For the performance of services under this
Agreement, the Consultant shall take direction from the City's Authorized Representatives:
Chris Foss, unless otherwise designated in writing by the City's Authorized Representative or
the City Manager.
5. INFORMATION AND DOCUMENTATION.
5(A). Information from City. City has made an effort to provide Consultant with all
information necessary for Consultant's performance of services under this Agreement. If
Consultant believes additional information is required, Consultant shall promptly notify the
City, and the City will provide to Consultant all relevant non-privileged information in City's
posseSSIOn.
5(B).Consultant's Accounting Records. Consultant shall maintain all accounting records
related to this Agreement in accordance with generally accepted accounting principles and state
law requirements, and in no event for less than four years. Consultant's accounting records
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shall include, at a minimum, all documents which support Consultant's costs and expenses
related to this Agreement, including personnel, sub consultant invoices and payments, and
reimbursable expenses. Consultant's accounting records shall be made available to City within
a reasonable time after City's request, during normal business hours.
5(C). Ownership of Work Product. All original documents prepared by Consultant (including
its employees and sub consultants) for this Agreement ("work product"), whether complete or
in progress, are the properties of the Consultant. Consultant shall provide a non-exclusive,
royalty-free license to the City.
6. RELATIONSHIP BETWEEN THE PARTIES. Consultant is, and at all times shall remain, an
independent contractor solely responsible for all acts of its employees, agents,. or sub consultants,
including any negligent acts or omissions. Consultant is not City's agent, and shall have no
authority to act on behalf of the City, or to bind the City to any obligation whatsoever, unless the
City provides prior written authorization to Consultant. Consultant is not an officer or employee of
City, and Consultant shall not be entitled to any benefit, right, or compensation other than that
provided in this Agreement.
7. CONFLICTS OF INTEREST PROHIBITED. Consultant (including its employees, agents, and
sub consultants) shall not maintain or acquire any direct or indirect interest that conflicts with the
performance of this Agreement. For the purposes of this Agreement, it is not considered a conflict
of interest for Consultant to offer similar or identical services to other entities in addition to the
City. Consultant shall comply with all requirements of the Political Reform Act (California
Government. Code. sections 81000, et seq.) and other laws relating to conflicts of interest,
including: (a) Consultant shall not make or participate in a decision made by the Ciry if it is
reasonably foreseeable that the decision may have a material effect on Consultant's economic
interest, and (b) if required by law, Consultant shall file financial disclosure forms with the City
Clerk. If Consultant maintains or acquires a conflicting interest, any contract with the CitJ:
(including this Agreement) involving Consultant's conflicting interest may be terminated by the
City.
8. NONDISCRIMINATION. Consultant shall not discriminate against any person related to the
performance under this Agreement (including any employee or applicant) because of race, color,
religious creed, national origin, physical disability, mental disability, medical condition, marital
status, sexual orientation, or sex.
9. COMPLIANCE WITH LAW AND STANDARD OF CARE. Consultant shall comply with all
applicable legal requirements including all federal, state, and local laws (including ordinances and
resolutions), whether or not said laws are expressly stated in this Agreement. Consultant shall
perform services under this Agreement using a standard of care equal to, or greater than, the degree
of skill and diligence ordinarily used by reputable professionals, with a level of experience and
training similar to Consultant, performing under circumstances similar to those required by this
Agreement.
10. INSURANCE. Consultant shall, throughout the duration of this Agreement, maintain insurance to
cover Consultant (including its agents, representatives, sub consultants, and employees) in
connection with the performance of services under this Agreement. This Agreement identifies the
minimum insurance levels with which Consultant shall comply; however, the minimum insurance
levels shall not relieve Consultant of any other performa.'1ce responsibilities under this Agreement
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(including the indemnity requirements), and Consultant may carry, at its own expense, any
additional insurance it deems necessary or prudent. Concurrently with the execution of this
Agreement by the Consultant, and prior to the commencement of any services, the Consultant shall
furnish written proof of insurance (certificates and endorsements), in a form acceptable to the City.
Consultant shall provide substitute written proof of insurance no later than 30 days prior to the
expiration date of any insurance policy required by this Agreement.
11 (A). Minimum Insurance Levels. Consultant shall maintain insurance at the following
minimum levels:
l1(A)(l). Commercial General Liability (with coverage at least as broad as ISO form
CG 00 01 01 96) coverage in an amount not less than $1,000,000 general aggregate and
$1,000,000 per occurrence for general liability, bodily injury, personal injury, and
property damage.
11(A)(2). Automobile Liability (with coverage at least as broad as ISO form CA 00 01
07 97, for "any auto") coverage in an amount not less than $1,000,000 per accident for.
bodily injury and property damage.
11(A)(3). Workers' Compensation coverage as required by the State of California.
11 (A)( 4). Professional Liability coverage for damages that may be the result of errors,
omissions, or negligent acts of Consultant in an amount not less than $1,000,000 per
claim. .
l1(B). Endorsements. The insurance policies shall be endorsed as follows:
l1(B)(l). For the commercial general liability insurance, the City (including its elected
officials, employees, and agents) shall be named as additional insured, and the policy
shall be endorsed with a form equivalent to ISO form CG 20 10 11 85.
11(B)(2). Consultant's insurance is primary to any other insurance available to the City
with respect to any claim arising out of this Agreement. Any insurance maintained by
the City shall be excess of the Consultant's insurance and shall not contribute with it.
11 (B)(3). Consultant's insurance will not be canceled, limited, or allowed to expire
without renewal until after 30 days written notice has been given to the City.
l1(C). Qualifications of Insurers. All insurance companies providing coverage to Consultant
shall be insurance organizations authorized by the Insurance Commissioner of the State of
California to transact the business of insurance in the State of California, and shall have an A.M
Best's rating of not less than "A:VII."
11. REPORTING DAMAGES. If any damage (including death, personal injury or property damage)
occurs in connection with the performance of this Agreement, Consultant shall immediately notify
the City's Attorney, and Consultant shall promptly submit to the City's Attorney and the City's
Authorized Representative, a written report (in a form acceptable to the City) with the following
information: (a) name and address of the injured or deceased person(s), (b) name and address of
witnesses, (c) name and address of Consultant's insurance company, and (d) a detailed description
of the damage and whether any City property was involved.
12. INDEMNIFICATION. Consultant shall indemnify, hold harmless, and defend the City (including
its elected officials, officers, agents and employees) from and against any and all claims (including
all litigation, demands, damages, liabilities, costs, and expenses, and including court costs and
attorney's fees).resulting or arising from performance, or failure to perform, under this Agreement.
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City shall. indemnify, hold harmless, and defend the Consultant (including its officials, officers,
agents and employees) from and against any and all claims (including all litigation, demands,
damages, liabilities, costs, and. expenses, and including court costs and attorney's fees) resulting or
arising from performance, or failure to perform, under this Agreement.
13. TERMINATION: This Agreement may be terminated by either party without cause upon fifteen
(15) days written notice to the other party. If the City exercises its right to terminate this
Agreement in accordance with this paragraph, the City shall pay Consultant for all services
satisfactorily performed in accordance with this Agreement, through and including the date of
termination, but not to exceed the payments according to maximum amount authorized under
paragraph 30f this Agreement.
14. DEFAULT. If either party ("demanding party") has a good faith belief that the other party
("defaulting party") is not complying with the terms of this Agreement,. the demanding party shall
give written notice of the default (with reasonable specificity) to the defaulting party, and demand
the default to be cured within ten days of the notice. If: (a) the defaulting party fails to cure the ..
default within ten days of the notice, or, (b) if more than ten days are reasonably required to cure
the default and the defaulting party fails to give adequate written assurance of due performance
within ten days of the notice, then (c) the demanding party may terminate this Agreement upon
written notice to the defaulting party.
. 15. NOTICES. All notices required or contemplated by this Agreement shall be in writing and shall be
delivered to the respective party as set forth in this section. Communications shall be deemed to be
effective upon the first to occur of: (a) actual receipt by a party's Authorized Representative, or (b)
actual receipt at the address designated below, or (c) three working dayscfollowing deposit in the
United States Mail of registered or certified mail sent to the address designated below. The
Authorized Representative of either party may modify their respective contact information
identified in this section by providing notice to the other party.
To: City of Dublin
Attn: ChrisFoss
Economic Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
To: Consultant
Attn: Brian Cook
Senior Director, DCIE
CSU East Bay
25800 Carlos Bee Blvd.
Hayward, CA 94542
16. HEADINGS. The heading titles for each paragraph of this Agreement are included only as a
guide to the contents and are not to be considered as controlling, enlarging, or restricting the
interpretation of the Agreement.
17. SEVERABILITY. If any term of this Agreement (including any phrase, provision, covenant, or
condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the
Agreement shall be construed as not containing that term, and the remainder of this Agreement
shall remain in full force and effect; provided, however, this paragraph shall not be applied to the
extent that it would result in a frustration of the parties' intent under this Agreement.
18. GOVERNING LAW. JURISDICTION. AND VENUE. The interpretation, validity, and
enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of
the State of California. fJ1Y suit, claim, or legal proceeding of any kind related to this Agreement
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shall be filed and heard in a court of competent jurisdiction in the County of Alameda.
19. ATTORNEY'S FEES. In the event any legal action is commenced to enforce this Agreement, the
prevailing party is entitled to reasonable attorney's fees, costs, and expenses incurred.
20. ASSIGNMENT AND DELEGATION. This Agreement, and any portion thereof, shall not be
assigned or transferred, nor shall any of the Consultant's duties be delegated, without the written
consent of the City. Any attempt to assign or delegate this Agreement without the written consent
of the City shall be void and of no force or effect. A consent by the City to one assignment shall
not be deemed to be a consent to any subsequent assignment.
21. MODIFICATIONS. This Agreement may not be modified orally or in any manner other than by
an agreement in writing signed by both parties.
22. WAIVERS. Waiver of a breach or default under this Agreement shall not constitute a continuing
waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement.
23. ENTIRE AGREEMENT. This Agreement, including all documents incorporated herein by
reference, comprises the entire . integrated understanding between the parties concerning the
services described herein. This Agreement supersedes all prior negotiations, agreements, and
understandings regarding this matter, whether written or oral. The documents incorporated by
reference into this Agreement are complementary; what is called for in one is binding as if called
for in all.
SIGNATURES. The individuals executing this Agreement represent and warrant that they have the
right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the
respective legal entities of the Consultant and the City. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the City and Consultant do hereby agree to the full performance of the
terms set forth herein.
CITY OF DUBLIN
CONSULTANT
CSU East Bay Foundation
By:
Title:
Date:
~J:.
By: Dr. Michael K. Mahoney
Title: Provost and Vice President or Academic Affairs
Date: September 5, 2007
APPROVED AS TO FORM:
By:
Title: City Attorney
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EXHIBIT. A
July 18, 2007
Mr. Chris Foss
Economic Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Dear Mr. Foss:
RE: Tri Valley Partnership-Small Business Development Center Classes & Consulting
Services
On behalf of the Cal State East Bay Small Business Development Center (SBDC), I am
pleased to submit the following proposal for providing small business support services in
conjunction with the City of Dublin Economic Development Department. These services
will b~ hosted at Tri Valley locations with no cost to participating businesses. our goal is
to provide convenient business development and expansion tools to businesses based in
the Tri Valley.
Classes:
The Cal State East Bay SBDC will offer a series of twelve workshops beginning in
October 2007. The Cal State East Bay SBDC will be responsible for providing the
instructor, class materials, sign in sheet, and evaluation forms. Our instructors have
expertise in business planning, accessing capital, financial projections, marketing,
technology management, contracting, and business strategy. They are selected through an
extensive interview and training process based on their knowledge and capability to assist
with a wide array of business issues. Most of our instructors have MBAs or Ph.D.s, and
many also have experience in running their own small business. Many are also
consultants as part of our program.
Registration will be managed by the Cal State East Bay SBDC. All registration and
evaluation information will be shared with the City of Dublin.
Potential workshop schedule:
1. Preparing A Successful Business Plan (Wed. Oct. 17, 9am-Noon, Pleasanton)
2. Banks, SBA Loans, St~ Up Financing (Thurs., Nov. 1, 9am-Noon, Dublin)
3. Legal and Business Issues (Thurs., Nov. 15, 9am-Noon, Livermore)
4. eCommerce and Online Marketing (Wed., Dec. 5, 9am-Noon. San Ramon)
5. Managing People (Thurs., Jan. 10, 9am-Noon, Pleasanton)
6. Preparing a Successful Marketing Plan (Wed., Jan. 23, 9am-Noon, Dublin)
7. Doing Business with Corporations (Thurs., Feb. 7, 9am-Noon, Livermore)
8. Expansion and Growth Capital (Wed., Feb. 20, 9am-Noon.San Ramon)
9. Leveraging Technology (Thurs., Mar. 6, 9am-Noon, Pleasanton)
10. Getting Certified (Wed., Mar. 19, 9am-Noon, Dublin)
11. Managing a Green Business (Thurs., Apr. 3, 9am-Noon, Livermore)
12. Banks, SBA Loans, Start Up Financing (Wed., Apr. 16, 9am-Noon. San Ramon)
Business Consulting Services:
In addition to the classes, the Cal State East Bay SBDC will work in conjunction with
our current staff of 35 consultants to provide ongoing consulting services to City of
Dublin businesses. Our consultants have expertise in business planning, accessing
capital, financial projections, marketing, technology management, contracting, and
business strategy. They are selected through an extensive interview and training process
based on their knowledge and capability to assist with a wide array of business issues.
Most of our consultants have MBAs or Ph.D.s, and many also have experience in running
their own small business. We do not charge businesses a fee for consulting. Please note
that most clients receiving consulting services are established small businesses that have
been operating for at least one year.
The Cal State East Bay SBDC will provide 15 Dublin businesses with 5 hours of
consulting per business over the course of the agreement. The City of Dublin will
provide meeting space, if needed.
Marketing:
The Cal State East Bay SBDC will incorporate classes into ongoing marketing efforts,
including listing classes in quarterly print calendar, website calendar, and in regular email
blasts. The City of Dublin will assist in referring small businesses to SBDC workshops
and consulting services.
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Fee Estimate:
The Cal State East Bay SBDCproposes a fee of$2,500 for the above services, for a
period between October 1,2007 and April 30, 2008. Invoices will be accompanied by a
report that includes information on the past quarter's workshops, workshop evaluations
and consulting summaries.
Please let me know if you have any questions. We look forward to a successful
partnership with the City of Dublin Economic Development Department.
Sincerely,
Raj George
. Director
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