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HomeMy WebLinkAbout06-30-2015 Cal Poly Corporation - Collaboratin Services AgreementCOLLABORATION SERVICES AGREEMENT THIS COLLABORATION SERVICES AGREEMENT is made and entered into in the City of San Luis Obispo on this � day of June, 2015 by and between the CITY OF SAN LUIS OBISPO, a municipal corporation hereinafter referred to as "City", and the CAL POLY CORPORATION, a separate non - profit auxiliary corporation serving the interests of the California Polytechnic State University, hereinafter referred to as "Cal Poly ". W ITNESSETH: WHEREAS, Cal Poly has formed the Small Business Development Center for Innovation, the San Luis Obispo HotHouse and the Center for Innovation and Entrepreneurship to undertake activities and provide services to promote the entrepreneurial ecosystem. WHEREAS, the City of San Luis Obispo desires to utilize the services of Cal Poly for efforts to further the entrepreneurial ecosystem to benefit the citizens of San Luis Obispo. WHEREAS, Cal Poly is organized for such economic development activities on behalf of the City and is in a position to accomplish such goals and purposes of the City in an efficient and economical manner. NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the parties hereto agree as follows: TERM. The term of this Agreement is the period beginning July 1, 2015 and ending June 30, 2017, unless sooner terminated as hereinafter provided. 2. COMPENSATION AND BILLING, For providing economic development services as specified in this Agreement, City will pay to Cal Poly compensation in the amount of $50,000 ($25,000.00 annually) to be paid in quarterly installments in arrears based on the following schedule: $6,250 payment on October 1, 2015 $6,250 payment on January 1, 2016 $6,250 payment on April 1, 2016 $6,250 payment on July 1, 2016 $6,250 payment on October 1, 2016 $6,250 payment on January 1, 2017 $6,250 payment on April 1, 2017 $6,250 payment on July 1, 2017 Cal Poly shall submit invoices to the City 30 days prior to the due dates listed above, and payment terms shall be net 30. 3, CAL POLY'S OBLIGATIONS. For and in consideration of the payments and agreements herein before mentioned to be made and performed by City, Cal Poly agrees as follows: A. That the foregoing recitals are true and correct and constitute statements of fact herein. B. Cal Poly shall carry on activities supporting the entrepreneurial ecosystem as follows: 1. Create a support network to sustain the entrepreneurial ecosystem, 2. Market the services available to start ups, and 3. Continue to manage, market, and support the programs at the San Luis Obispo HotHouse which currently include an incubator, accelerator, and co -work space. n l.. n ..al ly vlt i use t- 's 1--- � t i— etin gs and programs u`ti Ry a —r,0 'o evidence City suppo v" * d ie f „F m, u offered under the auspices of the Small Business Development Center, the HotHouse and the Center for Innovation and Entrepreneurship. D. Cal Poly shall furnish to 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 for 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. E. Cal Poly will identify and promote success stories resulting from efforts under this agreement. F. It is understood that the contractual relationship of Cal Poly to City is that of independent contractor. 4. TERMINATION OF AGREEMENT FOR CONVENIENCE OF EITHER PARTY. Either party may terminate this Agreement at any time by giving to the other party 30 days prior written notice of such termination. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to the effective date of such termination. Cal Poly shall be paid a percentage of the agreement price reflecting the percentage of the work performed prior to the notice of termination, including all non - cancellable obligations incurred prior to the effective date of termination. 5. TERMINATION FOR CAUSE. If Cal Poly fails to perform its duties to the satisfaction of the City or if Cal Poly fails to fulfill in a timely and professional manner Cal Poly's obligations under this Agreement or if Cal Poly shall violate any of the terms or provisions of this Agreement, then City shall have the right to terminate this Agreement effective immediately upon City giving written notice thereof to Cal Poly. Cal Poly shall be paid a percentage of the agreement price reflecting the percentage of the work performed prim- to the notice of termination, including all non - cancellable obligations incurred prior to the effective date of termination. 6. PUBLICITY /ENDORSEMENT/ A. Nothing contained in this agreement shall be construed as conferring on any party, any right to use the other party's name as an endorsement of product /service to adverstise, promote or otherwise market any product or service without the prior written consent of the other party. Furthermore, nothing in this agreement shall be construed as endorsement of any commercial product or service by the University or Corporation, nor any of its employees, or other persons or entities affiliated with the project. B. All press releases or formal written public communication using the University or Corporation name or logo requires prior approval by the University Advancement's Marketing and Communications Department. Please submit .2- prior written request to the administrator identified below. Informal public communications mentioning the University or Corporation simply within the text of the communication do not need the prior approval of the University Advancement's Marketing and Communications Department. Press Release /Written Communication: Matt Lazier 805- 756 -7109 In laz i er_cal poly. ed u University/Corporation Logo: Royaa Silver 805- 756 -2874 rsilve0l cal of .edti 7. INDEMNIFICATION. To the fullest extent permitted by law, Cal Poly agrees to defend, indemnify, protect and hold City and its agents, officers, and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to Cal Poly's employees, agents, or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of Cal Poly, and its agents, officers, or employees, in performing the work or services herein, and all expenses of investigating and defending against same; provided, however, that Cal Poly's duty to indemnify and hold harmless shall not include any claims or liability arising from the proven sole negligence or willful misconduct of the City, its agents, officers, or employees. City agrees to defend, indemnify, protect and hold Cal Poly Corporation and their agents, officers, and employees harmless fi•om and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to City employees, agents, or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of City and its agents, officers, or employees, in performing the work or services herein, and all expenses of investigating and defending against same; provided, however, that City's duty to indemnify and hold harmless shall not include any claims or liability arising fi•om the established sole negligence or willful misconduct of Cal Poly Corporation, their agents, officers, or employees. 8. INSURANCE: Cal Poly shall procure and maintain for the duration of the contract insurance that meets the requirement of Exhibit A. As evidence of this insurance, Cal Poly shall provide the City with a Certificate of Insurance and an Endorsement naming the City as "Additional Insured ". 9. AMENDMENTS: Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon mutual approval by the authorized representative of Cal Poly and by the City of San Luis Obispo Council or the City Manager. 10. COMPLETE AGREEMENT: This written Agreement 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. -3- 11. EMPLOYMENT STATUS. Nothing in this Agreement is intended not shall be construed to create an employer- employee relationship between the City and Cal Poly. Neither Cal Poly nor any of Cal Poly's agents, employees or contractors are or shall be considered to be agents or employees of the City in connection with the performance of Cal Poly's obligations under this Agreement. 12. NOTICE. All written, notices to the parties hereto shall be sent by United States .nail, postage prepaid by registered or certified mail addressed as follows: City: City Clerk Cal Poly: Cal Poly Corporation City of San Luis Obispo CPC Administration Building, #15 990 Palm Street San Luis Obispo, CA 93407 San Luis Obispo, CA 93401 13. AUTHORITY TO EXECUTE AGREEMENT. Both City and Cal Poly do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. 14. COMPLIANCE WITH LAWS AND REGULATIONS. Cal Poly agrees that is it familiar with and will comply with all local, State and Federal laws and regulations that pertain to Cal Poly's performance under this Agreement. 15. NON - ASSIGNMENT OF AGREEMENT. Inasmuch as this Agreement is intended to secure the specialized services of Cal Poly, Cal Poly shall not have the right to assign or transfer this Agreement, or any part hereof, without the prior written consent of City, and any such assignment or transfer without the City's prior written consent shall be considered null and void. I& EFFECT OF WAIVER, City's waiver of a hreach of any one term, covenant or other provision of this Agreement shall not be a waiver of a subsequent breach of the same term, covenant or provision of this Agreement or of the breach of any other term, covenant or provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. ED AS TO FORM: CITY OF SAN LUIS OBISPO, A Municipal Corpo�atio By or /''` ti City Mafia , atie Lichtig CAL POLY CORPORATION: Dietrick, City Attorney Its: Director, Sponsored Programs r Melissa R. Mullen 4- EXHIBIT A INSURANCE REQUIREMENTS: Consultant Services Cal Poly shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Cal Poly, its agents, representatives, employees, or subcontractors. Minimum Scope of-Insurance. Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance. Cal Poly shall maintain limits no less than: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be equal to the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Employer's Liability: $1,000,000 per accident for bodily injury or disease. Deductibles and Self - Insured Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its officers, officials, employees and volunteers; or Cal Poly shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of Cal Poly; products and completed operations of Cal Poly; premises owned, occupied or used by Cal Poly, or automobiles owned, leased, hired or borrowed by Cal Poly. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. 2. For any claims related to this project, Cal Poly's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of Cal Poly's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4. Cal Poly's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 6. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. - 5 - Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VI1 or as accepted by the City of San Luis Obispo Risk Manager, Verification of Coverage. Cal Poly shall furnish the City with a certificate of insurance showing maintenance of the required insurance covet-age. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences and approval of the endorsements by the City shall be conclusive proof that Cal Poly has complied with applicable insurance requirements. -6-