Loading...
HomeMy WebLinkAbout08-20-2021 Cal Poly 2021-2023 Agreement - HotHouse AGREEMENT THISAGREEMENTismade and enteredintointheCityofSanLuisObispoon_________________________________,by and betweenthe CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and CAL POLYCORPORATIONhereinafterreferredtoas Contractor. WITNESSETH: WHEREAS,the Citywants to receive economicdevelopmentservices from the Contractorwhich hasformed the Center for Innovation & Entrepreneurship Small Business Development Center and SLO HotHouse toundertake activitiesandprogramstopromotetheentrepreneurialecosystem; WHEREAS,Contractorisqualifiedtoperformthistypeofservice; NOWTHEREFORE,inconsiderationof theirmutualpromises, obligationsand covenantshereinafter contained,thepartiesheretoagreeasfollows: 1.TERM.ThetermofthisAgreementshallbe fromthedate thisAgreementis madeandentered,as first written above, through June 30, 2023. 2.INCORPORATION BYREFERENCE. Contractor agrees tocomply with the standard terms and conditions and insurance requirements which are attached hereto asExhibits A and B, respectively, andincorporatedhereinby thisreference. Contractoragreestoperformthescopeofservicesand annual reporting requirementsassetforthin Exhibit Cand D, whichare incorporated hereinby thisreference. Should there beany conflict between terms, theCity's standard terms and conditions shall control. 3.CITY'SOBLIGATIONS. For providing servicesas specified in thisAgreement, City will pay and Contractor shallreceive therefor compensation in a totalsum not to exceed $30,000 peryear.Paymentswillbeas follows $7,500 paymenton October 1,2021; $7,500 payment onJanuary 1,2022; $7,500 payment on April 1,2022; $7,500; payment onJune 30, 2022; $7,500 payment on October 1,2022; $7,500 payment onJanuary1,2023; $7,500 payment onApril 1, 2023; $7,500 payment onJune30, 2023. 4.CONTRACTOR'S OBLIGATIONS. For and inconsideration of the payments and agreements hereinbefore mentioned tobemade and performed byCity, Contractor agrees with City toprovide services asset forth in Exhibit Cattached heretoand incorporated into this Agreement. Page2 Agreement 5.AMENDMENTS.Any amendment, modification or variation from the terms of this Agreement shallbeinwritingandshallbeeffectiveonlyuponapprovalbytheCityManageroftheCity ortheirdesignee.! 6.COMPLETE AGREEMENT.This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete agreement between the parties hereto.No oral agreement,understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding, or representation be binding upon the parties hereto. 7.NOTICE.All written notices to the parties hereto shall be sent by United States mail, postage prepaidbyregisteredorcertifiedmailaddressedasfollows: Teresa Purrington, City Clerk City Cityof SanLuis Obispo 990Palm Street San Luis Obispo, CA 93401 Attn: Economic Development Program Director of Contractor 1 Grand Ave., Building # San Luis Obispo, CA 93407 AUTHORITY TO EXECUTE AGREEMENT.Both City and Contractor do covenant that each 8. individual executing this agreement on behalf of each party is a person duly authorized andempowered to execute Agreementsforsuchparty. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. CITY OF SAN LUIS OBISPO, A Municipal Corporation By: _____________________________________ City Manager APPROVED AS TO FORM:CalPoly Corporation ________________________________By: _____________________________________ City Attorney EXHIBIT GENERAL TERMS AND CONDITIONS Insurance Requirements. The Contractor shall provide proof of insurance in the form, of the Agreement, unless changesare otherwise approved and agreedto in writingbetween the parties. Ability to Perform. TheContractorwarrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carryout and complete the work hereunder in compliance with all federal, state, county, city, and special district laws, ordinances,and regulations. Laws to be Observed. The Contractor shall keep itself fullyinformed of and shall observe and comply with allapplicable state and federal laws and county and City of SanLuis Obispo ordinances, regulations and adopted codes during its performance of the work. Payment of Taxes.The contract prices shall include full compensation for all taxes that the Contractor is required to pay. Permits and Licenses. The Contractor shall procure all permits and licenses, pay all chargesandfees, and give all notices necessary. Safety Provisions. TheContractor shall conform to the rules and regulations pertainingto safety established by OSHA and the California Division of Industrial Safety. Public and Employee Safety. condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devicesandtake such other protective measures asarenecessaryto prevent accidents or damage or injury to the public and employees. Preservation of City Property. TheContractor shall provide and install suitable safeguards, approved by the City, toprotect City property from injury or damage. If City or asgood as when the Contractor began work. Immigration Act of 1986. The Contractor warrants on behalf of itself and all subcontractors engaged for the performance of this work that only persons authorized to work in the United State pursuant to the Immigration Reform and Control Act of 1986 andother applicable laws shall be employed in the performance of the work hereunder. 10. Contractor Non-Discrimination. In the performance of this work, the Contractor agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 11. Work Delays. Should the Contractor be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war such periods as may be agreed upon by the City and the Contractor. In the event that there is insufficient time to grant such extensions prior to the completion date of the contract, the City may, at the time of acceptance of the work, waive liquidated damages that may have accrued for failure to complete on time, due to any of the above, after hearing evidence as to the reasons for such delay, and making a finding as to the causes of same. 12. Payment Terms. original invoice and acceptance by the City of the materials, supplies, equipment, or services provided by the Contractor (Net 30). 13. Inspection. The Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of the Contractor are being performed in accordance with the requirements and intentions of this contract. All work done, and all materials furnished, if any, not relieve Contractor of any of its obligations to fulfill its contract requirements. 14. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor. 15. Interests of Contractor. The Contractor covenants that it presently has no interest, and shall not acquire any interestdirect, indirect or otherwisethat would conflict in any manner or degree with the performance of the work hereunder. The Contractor further covenants that, in the performance of this work, no subcontractor or person having such an interest shall be employed. The Contractor certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, the Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 16. Hold Harmless and Indemnification. (a) Non-design, non-construction Professional Services: To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents ("City Indemnitees"),from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, except for such loss or damage arising from the sole negligence, active negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this option, reimburse the City indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. Notwithstanding the foregoing, (i) Consultant shall have no obligation of indemnification except to the extent the claims arise out of, pertain to, or relate agents or subcontractors, and (ii) in no event shall the indemnity obligation (including the cost to defend charged to the Consultant) exceed the proportionate percentage of fault of . (a) Non-design, construction Professional Services: To the extent the Scope of Services this paragraph shall apply in place of paragraph A. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and l causes of action, claims, liabilities, of to perform its obligations under this Agreement or out of the operations conducted by Consultant, except for such loss or damage arising from the active negligence, sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, the the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (b) Design Professional Services the phrases are used in Civil Code Section 2782.8, this paragraph shall apply in place of paragraphs A or B. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify, defend and hold harmless the City and its and against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence, recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence, active negligence or willful misconduct of the City. Negligence, recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence, recklessness or willful misconduct of Consultant unless adequately corrected by Consultant. In the event the City Indemnitees are made a party to any action, this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend charged to Consultant However, notwithstanding the previous sentence, in the event one or more defendants is unable to payits share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with other parties regarding unpaid defense costs. (c) The review, acceptance or approval of the any defense obligations. This Section survives completion of the services or the termination of this contract. The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance. 17. Contract Assignment. The Contractor shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 18. Termination for Convenience. The City may terminate all or part of this Agreement for any or no reason at any time by giving 30 days written notice to Contractor. Should the City terminate this Agreement for convenience, the City shall be liable as follows: (a) for standard or off-the-shelf products, a reasonable restocking charge not to exceed ten (10) percent of the total purchase price; (b) for custom products, the less of a reasonable price for the raw materials, components work in progress and any finished units on hand or the price per unit reflected on this Agreement. For termination of any services pursuant to this liability will be the lesser of a reasonable price for the services rendered prior to termination, or the price for the services reflected on this Agreement. Upon termination notice from the City, Contractor must, unless otherwise di in progress and finished goods. 19. Termination. If, during the term of the contract, the City determines that the Contractor is not faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform. This notice must give the Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If the Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract and effect, and shall not be extinguished, reduced, or in any manner waived by the terminations thereof. In said event, the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs u of Termination, mi such last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services orgoods the value of the work-in-progress in completing the overall workscope. The City reserves the right to delay any such payment until completion orconfirmed a full and complete accounting of costs. In no event, however, shall the Contractor be entitledto receive in excess of the compensation quoted in itsproposal. ExhibitInsurance The Contractorshallprocureandmaintainforthedurationofthecontractinsuranceagainst claimsforinjuries topersonsordamagestoproperty whichmay arise from or inconnection withtheperformanceof the workhereunderbythe Contractor,its agents,representatives, employees or subcontractors. Minimum Scope of Insurance.Coverage shall be at least as broad as: 1.InsuranceServicesOffice CommercialGeneralLiabilitycoverage (occurrence formCG 0001). 2.InsuranceServicesOfficeformnumberCA0001(Ed.1/87)coveringAutomobile Liability,code1 (anyauto). 3.Workers'CompensationinsuranceasrequiredbytheStateofCaliforniaand Employer'sLiabilityInsurance. 4.Errors and OmissionsLiabilityinsurance as appropriate to the consultant'sprofession. Minimum Limits ofInsurance.Contractorshallmaintainlimitsno less than: 1.GeneralLiability:$1,000,000peroccurrenceforbodilyinjury,personalinjuryand propertydamage.IfCommercialGeneralLiabilityorotherformwithageneral aggregatelimitisused,eitherthegeneralaggregatelimitshallapplyseparatelyto thisproject/locationorthegeneralaggregatelimitshallbetwicethe required occurrencelimit. 2.AutomobileLiability:$1,000,000 peraccidentfor bodilyinjuryand propertydamage. 3.Employer'sLiability:$1,000,000 peraccidentfor bodilyinjuryor disease. 4.Errors and OmissionsLiability:$1,000,000 peroccurrence. DeductiblesandSelf-InsuredRetentions.Anydeductiblesorself-insuredretentionsmust bedeclaredtoandapprovedbytheCity.AttheoptionoftheCity,either:theinsurershall reduceoreliminatesuchdeductiblesorself-insuredretentionsasrespectstheCity,its officers,officials,employeesandvolunteers;ortheContractorshallprocureabond guaranteeingpaymentoflossesandrelatedinvestigations,claimadministrationand defense expenses. OtherInsuranceProvisions.Thegeneralliabilityandautomobileliabilitypoliciesareto contain,orbeendorsed to contain, the followingprovisions: 1.TheCity,itsofficers,officials,employees,agentsandvolunteersaretobecoveredas insuredsasrespects:liabilityarisingoutofactivitiesperformedbyoronbehalfof theContractor;productsandcompletedoperationsoftheContractor;premises owned,occupiedorusedbytheContractor;orautomobilesowned,leased,hiredor borrowedbytheContractor.Thecoverageshallcontainnospeciallimitationson thescopeofprotectionaffordedtotheCity,itsofficers,official, employees,agents orvolunteers. 2.Foranyclaimsrelatedtothisproject,theContractor'sinsurancecoverageshall beprimaryinsuranceasrespectstheCity,itsofficers,officials,employees,agents andvolunteers.Anyinsuranceorself-insurancemaintainedbytheCity,itsofficers, officials,employees,agentsorvolunteersshallbe excessof the Contractor's insurance and shallnotcontribute with it. 3.TheContractor'sinsuranceshallapplyseparatelytoeachinsuredagainstwhomclaim ismadeorsuitisbrought,exceptwithrespectto the limitsoftheinsurer'sliability. 4.Eachinsurancepolicy requiredbythisclauseshallbeendorsedtostatethatcoverage shallnotbesuspended,voided,canceledbyeitherparty,reducedincoverageorin limitsexceptafterthirty (30)days'priorwrittennoticebycertifiedmail,return receiptrequested,hasbeengiventotheCity. AcceptabilityofInsurers.InsuranceistobeplacedwithinsurerswithacurrentA.M.Best'srating ofno less than A:VII. VerificationofCoverage.ContractorshallfurnishtheCitywithacertificateofinsurance showingmaintenanceoftherequiredinsurancecoverage.Originalendorsementseffecting generalliabilityandautomobileliabilitycoveragerequiredbythisclausemustalsobe provided.Theendorsementsaretobesignedbyapersonauthorizedbythatinsurertobind coverageonitsbehalf.Allendorsementsaretobereceivedandapprovedbythe Citybefore workcommences. SCOPE OF SERVICES July 1, 2021-June 30, 2023 I.CREATE AND OPERATE A SUPPORT NETWORK TO SUSTAIN THE ENTREPRENEURIAL ECOSYSTEM. 1.Entrepreneurship Forums A vital link between the university and the community, entrepreneurship forums are dynamic events focusing on innovative topics, including networking panel discussions. Demo Days At this forum, accelerator companies pitch their startups, displaying first-hand how three months of intense mentorship, workshops, pivoting and acceleration have supported local startups. Elevator Pitch Competition A fast-paced contest for Cal Poly and Cuesta College entrepreneurs. Students have 90 seconds each to pitch their cutting-edge innovations and business ideas. Judges will select two winners; one from Cal Poly and another from Cuesta and the audience will winner. Entrepreneurship Forum An introduction to the newest student teams accepted into the CIE HotHouse Startup Accelerator program. 2.Access to Capital for Local Startups and Businesses An ongoing effort to maximize opportunity for our Small Business Development Center (SBDC) clients to gain access to capital. Growing and Expanding the Angel Group Network Continue to expand the runway for access to capital by connecting with venture firms that are interested in investing in local startups in rounds of funding and post angel-funding. The Central California Angel Conference Page 1 of 4 Advance regional economic development by: (i)establishing a collaborative group of investors that will invest in local startups, (ii)providing startups with access to local seed capital, and (iii)increasing awareness about the importance of startups to our local economy, as well t of economic development through angel investing. Relationship Building with Banks The Cal Poly Center for Innovation and Entrepreneurship (CIE) SBDC will maintain ongoing outreach efforts with financial institutions in San Luis Obipso County, coordinating regular one-on-one meetings with local lenders; providing them with targeted collateral outlining the services that the SBDC can provide to bank client referrals, including not only business plans, but also: growth strategies, financial projections, loan packaging and operational turn-around. Training and Workshops Focused on Access to Capital: Expose startups to opportunities for access to capital, including: traditional bank lending, peer-to-peer lending with SLOW Money SLO, Small Business Innovation Research (SBIR)/Small Business Technology Transfer (STTR) grant funding and venture funding. Assist local companies applying for grant funding opportunities. Pitch Prep Programs and Pitch Events This program specifically supports our tech clients in preparing them for the angel investor pitching process. Other Capital Funding Groups Continue to collaborate with SLOW Money SLO, a peer-to-peer lending group working with small businesses that are not yet bankable, but close. 3.Startup Marathon empowered entrepreneurs who are learning the basics of founding startups and launching successful ventures. Cal Poly entrepreneurs and the CIE lead this effort. 4.Workshops Host workshops on topics such as business development, software training, messaging/marketing/brand awareness, intellectual property, crowd funding, customer development and exporting. 5.Coffee & Conversation This program is designed to give both students and local business owners the opportunity to explore the latest in business trends and ideas by watching inspiring videos and engaging in lively discussions. Through these discussions, this forum creates an opportunity for peer-to-peer networking between community Page 2 of 4 II.MARKET THE SERVICES AVAILABLE TO STARTUPS. Small Business Association (SBA): We continue to collaborate with the Fresno District Office of the United States SBA. Monterey Procurement Technical Assistance Center (PTAC): For Cal Poly CIE SBDC clients who have the ability to provide products or services to federal, state and/or local government agencies, we will continue to refer those clients to the Monterey PTAC. Regional Chambers of Commerce: The SBDC is a member of the following Chambers of Commerce: Paso Robles, San Luis Obispo, and South County. In addition to regular participation at chamber events, we ensure widespread outreach regarding SLO HotHouse programs and offerings and will continue to provide services to startups and small businesses located in these regions via workshops facilitated by the SBDC III.MANAGE, MARKET, AND SUPPORT THE PROGRAMS AT THE SLO HOTHOUSE, INCLUDING THE INCUBATOR, THE SUMMER ACCELERATOR, THE SBDC AND COWORKING. 1.Incubator Program Open to the community, alumni and student entrepreneurs, the two-year SLO HotHouse Incubator program offers early stage companies the tools to develop into financially stable, high-growth enterprises by providing training and infrastructure that helps facilitate smarter, faster growth. 2.Summer Accelerator Program: The SLO HotHouse will accept new startups into the Summer Accelerator Program, students that represent in a multidisciplinary program. 3.Coworking: The Coworking Program allows local entrepreneurs to work on their business from the SLO HotHouse as Coworking Members, with access to desk space, WiFi, conference rooms, networking, business development training and workshop events. 4.Cal Poly CIE SBDC Consulting Services: Our local, professional consultants and mentors provide a variety of expertise and guidance towards starting businesses, creating jobs and acquiring capital. IV.Other Support Programs: Virtual Incubator Program ‘źƷŷ ƷŷĻ ğķķźƷźƚƓğƌ υЊЉͲЉЉЉ źƓ ŅǒƓķźƓŭ ŅƩƚƒ ƷŷĻ /źƷǤ ƚŅ {ğƓ \[ǒźƭ hĬźƭƦƚ ķǒƩźƓŭ Ʒŷźƭ ƷǞƚ ǤĻğƩ ĭǤĭƌĻͲ ƷŷĻ {\[h IƚƷIƚǒƭĻ Ǟźƌƌ ĻǣƦğƓķ ƷŷĻ źƩƷǒğƌ LƓĭǒĬğƷƚƩ ƦƩƚŭƩğƒͲ ƦƩƚǝźķźƓŭ ƷŷƚƭĻ ƌƚĭğƷĻķ ğƓķ ƩĻƭźķźƓŭ źƓ ƷŷĻ /źƷǤ ƚŅ {ğƓ \[ǒźƭ hĬźƭƦƚ ǞźƷŷ ĭƚƓƭǒƌƷźƓŭ ƭĻƭƭźƚƓƭͲ ƩƚǒƓķƷğĬƌĻ ķźƭĭǒƭƭźƚƓƭͲ ĭƚƓŅĻƩĻƓĭĻ Ʃƚƚƒ ǒƭĻ ğƓķ ŅƩĻĻ ĭƚΏǞƚƩƉźƓŭ ƭƦğĭĻ͵ ŷźƭ ƩĻĭĻƓƷƌǤ ƌğǒƓĭŷĻķ ƦƩƚŭƩğƒ Ǟźƌƌ ƭǒƦƦƚƩƷ ƦğƩƷźĭźƦğƓƷƭ Λƭǒĭŷ ğƭ ƭƷğǤΏğƷΏŷƚƒĻ ƦğƩĻƓƷƭΉƦğƩƷƓĻƩƭ ƚƩ ƷŷƚƭĻ źƓƷĻƩĻƭƷĻķ źƓ ƭƷğƩƷźƓŭ ğ ĬǒƭźƓĻƭƭ ĬǒƷ ƭƷƩğƦƦĻķ ŅƚƩ ƩĻƭƚǒƩĭĻƭΜ ǞźƷŷ ƷŷĻ ƭǒƦƦƚƩƷ ƓĻĻķĻķ Ʒƚ ƭƷğƩƷ ğ ĬǒƭźƓĻƭƭ ƩĻƒƚƷĻƌǤ͵ Innovation Quest (IQ) Competition The IQ Competition is held on campus and awards prize money to the top student innovations competing in IQ. Passionate, budding student entrepreneurs working on projects with a commercialization potential, a demonstrable prototype and a business plan on how to take a product to market are encouraged to participate. Page 3 of 4 Open Office Hours This program supports every company we work with: Accelerator Companies, Incubator Companies and Cal Poly SBDC Client Companies. We will provide hours of in-kind donated counseling services from our expert consultants. Specialty consultants and mentors participating in the program have the expertise to assist clients in the following areas: accounting, sales training, market research, intellectual property, bank loans, customer development, insurance and legal. V.CAL POLY WILL IDENTIFY AND PROMOTE SUCCESS STORIES RESULTING FROM EFFORTS UNDER THIS AGREEMENT. We will feature and promote success stories resulting from the work of the Cal Poly CIE SBDC with the support of the City of San Luis Obispo. Page 4 of 4 Exhibit D: Annual Reporting Requirements Cal Poly shall furnish to the City annual reports of its activities on behalf of the City. Said reports shall provide a summary of the activities from the preceding twelve months and may be made a part of the invoice for the amount due for the preceding twelve month period for the jobs created via the efforts of the Small Business Development Center, Center for Innovation and Entrepreneurship and other efforts in support of the entrepreneurial ecosystem.