HomeMy WebLinkAboutA6100 - ORANGE COUNTY_ Inland Empire Regional Small Bus Develop CtrPage 1 of 1
Cathy Van Horn
From: Tagle, Paulina [ptagle@Exchange.FULLERTON.EDU]
Sent: Tuesday, August 02, 2011 12:02 PM
To: David Ready; Cathy Van Horn
Cc: Bell, Denise; Snider, Sean; Priscilla Lopez (plopez@fullerton.edu); Cheng, Pearl
Subject: Subcontract S-5291-PS (SBA Prime -Core project)
Importance: High
Follow Up Flag: Follow up
Flag Status: Red
Attachments: Exhibit C - Prime Award.pdf; Exhibit D_sbdc_2011_prgm_announcement.pdf; Exhibit E
Orange County -Inland Empire Renewal Proposal Template.pdf; EXHIBIT F BUDGET
DETAIL AND PAYMENT PROVISIONS.docx; S-5291-PS (SBA 2011)_pt.docx; Exhibit A
CViHub SBDC Revised Scope of Work (4-26-2011).doc; Exhibit B CV iHub Budget-
SUBCONTRACT_pt.xlsx
David H. Ready, Esq., Ph.D.
Cathy Van Horn
City of Palm Springs
Attached is Subcontract S-5291-PS from CSU Fullerton Auxiliary Services Corporation for the project
funded by U.S. Small Business Administration cooperative agreement number 1-603001-Z-0066-09.
Please review the documents, and if everything is acceptable, print two (2) copies, have both originals
signed by your authorized representative and return to my attention at:
California State University Fullerton
Office of Grants and Contracts
800 N. State College Blvd. CP-205
Fullerton, CA 92831-3599
We will return a fully executed copy of the subcontract to you.
Please let us know if you have any questions or comments.
Sincerely,
%&, MA, CRA
Assistant Director
Office of Grants and Contracts
California State University Fullerton
800 N. State College Blvd., CP-205
Fullerton, CA 9i834
Tel 657-278-7679
Direct Fax 657-278-8o6o
Main Office Fax: 657-278-3000
www.ogc.fullerton.edu
8/9/2011
City Council ACTION SUMMARY
May 18, 2011
Page 3
THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA,
APPROVING PAYMENT OF CLAIMS AND DEMANDS BY WARRANTS
NUMBERED 1048426 THROUGH 1048606 IN THE AGGREGATE
AMOUNT OF $1,338,037.00, DRAWN ON BANK OF AMERICA."
Approved as part of the Consent Calendar.
2.D. STAFF AUTHORIZED AGREEMENTS AND PURCHASE ORDERS FOR
THE MONTH OF APRIL 2011:
ACTION: Receive and file the report of Staff Authorized Agreements and
Purchase Orders for the period of April 1 through April 30, 2011.
Approved as part of the Consent Calendar.
2.E. TREASURER'S INVESTMENT REPORT AS OF MARCH 31, 2011:
ACTION: Receive and file the Treasurer's Investment Report as of March
31, 2011 Approved as part of the Consent Calendar.
2.F. APPROVE ANNUAL INSURANCE POLICY RENEWALS FOR THE
CITY'S INSURANCE PORTFOLIO FOR FISCAL YEAR 2011-12:
ACTION: Adopt Resolution No. 22923, "A RESOLUTION OF THE CITY
COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA,
AUTHORIZING KEENAN & ASSOCIATES AS THE CITY'S BROKER OF
RECORD, TO PURCHASE PROPERTY LIABILITY, EXCESS
EARTHQUAKE/FLOOD LIABILITY (DIFFERENCE IN CONDITION),
EXCESS LIABILITY, EXCESS WORKERS' COMPENSATION, AIRPORT
OWNERS AND OPERATORS LIABILITY, VILLAGEFEST LIABILITY,
MULTI MEDIA LIABILITY, AIRCRAFT HULL LIABILITY, AND
CRIME/FIDELITY LIABILITY INSURANCE POLICIES FROM VARIOUS
CARRIERS FOR POLICY YEAR 2011-2012, EFFECTIVE JULY 1, 2011."
Approved as part of the Consent Calendar.
2.H. ACCEPTANCE OF A $60,000 GRANT FROM ORANGE
pt COUNTY/INLAND EMPIRE REGIONAL SMALL BUSINESS
DEVELOPMENT CENTER FOR THE COACHELLA VALLEY
�lJ<< INNOVATION HUB (CViHUB) PROGRAM:
ACTION: 1) Approve the acceptance of the Orange County/Inland Empire
Regional Small Business Development Center Grant Award in the amount
of $60,000; and 2) Authorize the City Manager to execute all necessary
documents. A6100. Approved as part of the Consent Calendar.
2.K. SECOND READING AND ADOPTION OF PROPOSED ORDINANCE
NO. 1791, APPROVING CASE 5.1212 CZ, A CHANGE OF ZONE FROM
E-I (ENERGY -INDUSTRIAL) TO M-2 (MANUFACTURING) FOR AN
APPROXIMATE 98-ACRE PARCEL LOCATED AT THE SOUTHEAST
CORNER OF KAREN AVENUE AND 19TH AVENUE:
ACTION: Waive further reading and adopt Ordinance No. 1791, "AN
ORDINANCE OF THE CITY OF PALM SPRINGS, CALIFORNIA,
APPROVING CASE 5.1212 CZ, A CHANGE OF ZONE FROM E-I
(ENERGY -INDUSTRIAL) TO M-2 (MANUFACTURING) FOR AN
Subcontract Number S-5291-PS
Pagel of 8
SUBCONTRACT NO. S-5291-PS
This Subcontract is entered into by and between the City of Palm Springs (hereinafter
"SUBCONTRACTOR"), a state/local government organization and host administrative agent for the
Coachella Valley iHub, (hereinafter, "Service Center") located in Palm Springs, CA and CSU
Fullerton Auxiliary Services Corporation (hereinafter, "ASC") a non-profit auxiliary corporation
and fiscal agent of California State University, Fullerton (hereinafter, "CSUF") located in Fullerton,
California to provide funding for the project, "Orange County/Inland Empire Regional SBDC
Network."
RECITALS
A. WHEREAS, ASC is the prime awardee of an award issued by the U.S. Small Business
Administration (hereinafter, "SBA" or "Prime Sponsor") under Cooperative Agreement
Number 1-603001-Z-0066-09;
B. WHEREAS, ASC desires to retain SUBCONTRACTOR to perform services as specified in
Exhibit A (Scope of Work) and intends to compensate SUBCONTRACTOR for such
services, as described in Exhibit B (Budget);
C. WHEREAS, in undertaking the performance of this Subcontract, SUBCONTRACTOR
represents that it is knowledgeable in its field and that any services performed by
SUBCONTRACTOR under this Subcontract will be performed in compliance with such
standards as may reasonably be expected; and,
D. WHEREAS, SUBCONTRACTOR and any additional subcontractors -retained by
SUBCONTRACTOR agree to abide by all of the terms and conditions of the Prime Award,
incorporated as Exhibit C.
NOW, THEREFORE, in consideration of the mutual and representative promises and subject to
the terms and conditions hereinafter set forth, the parties agree as follows:
1. Principal Contacts.
For ASC:
Technical/Programmatic
Dmitry Khanin
California State University, Fullerton
800 N. State College Blvd.
Fullerton, CA 92834
Telephone: (657) 278-5569
Email: dkhaningfullerton.edu.
Ref: ASC-54169
Administrative
Shou-Yinn (Pearl) Cheng
Director, Office of Sponsored Programs
CSU Fullerton Auxiliary Services Corporation
2600 Nutwood Avenue, Fullerton, CA 92831
Telephone: (657) 278-4103
Email: pcheng@fullerton.edu
Subcontract Number S-5291-PS
Page 2 of 8
Dr. Khanin will serve as the Principal Investigator for ASC and is responsible for directing the
project and budget expenditures under this Subcontract.
For SUBCONTRACTOR
Technical & Administrative Contact
Cathy Van Horn
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Phone: 760-323-8175; Fax: 760-322-8325
Email: cathy.vanhom@palmspringsca.gov
Changes in Principal Contacts must be approved in writing by Frank A. Mumford, Executive
Director of the CSU Fullerton Auxiliary Services Corporation and by David H. Ready, Esq., Ph.D.,
City Manager, City of Palm Springs, CA, or their respective designees.
2. Scope of Work. SUBCONTRACTOR shall be responsible for the specific tasks described
in the Scope of Work which is attached and incorporated as Exhibit A.
3. Term of Contract. The period of performance of this contract shall be from January 1, 2011
through December 31, 2011, subject to extension by mutual agreement.
4. Compensation. In consideration of the work to be conducted by SUBCONTRACTOR, ASC
shall pay SUBCONTRACTOR an amount not to exceed US$ Thirty Thousand dollars
($30,000.00), as detailed in the Budget, Exhibit B. SUBCONTRACTOR shall use these funds
solely for the implementation of its services under this Subcontract.
5. Matching Funds Requirement. SUBCONTRACTOR shall provide a total Cash Match of
$30,000.00, and in -kind match of $14,400, as provided in Exhibit B.
6. Delivery. All materials and services called for under this Subcontract shall be completed and
delivered to ASC on or before December 31, 2011, unless extended by a prior mutual written
authorization.
7. Allowable Costs and Fees. Allowable costs and fees eligible for reimbursement to the
SUBCONTRACTOR for performance of this Subcontract shall be determined in accordance with
the terms of this Subcontract, requirements of the Prime Sponsor (Exhibit C), and the Program
Announcement (Exhibit D).
8. Invoicing. SUBCONTRACTOR shall invoice ASC for actual expenses incurred during the
term of the Subcontract and in accordance with the attached Budget provided as Exhibit B, and
payment provisions described in Exhibit F.
Invoices shall be sent to:
Cheng, Shou-Yinn (Pearl)
Director, Sponsored Programs Office
2600 Nutwood Ave., Suite 275, Fullerton, CA 92831
Ref: ASC-54169
Subcontract Number S-5291-PS
Page 3 of 8
SUBCONTRACTOR will submit itemized invoices to ASC not less often than quarterly. Each
invoice shall include an itemized list of the tasks completed consistent with the scope of work
described in Exhibit A, dates of task completion, and an original signature of an authorized agent
of SUBCONTRACTOR. ASC may return invoices to SUBCONTRACTOR for correction and
resubmission prior to payment. ASC agrees to pay approved invoices within thirty (30) days
upon receipt.
9. Termination of Subcontract. Either party may terminate this Subcontract upon thirty (30)
days advance written notice to the other party. Upon termination of this Subcontract, ASC agrees
to compensate SUBCONTRACTOR all non -avoidable expenses reasonably incurred by
SUBCONTRACTOR in the performance of its work under this Subcontract by the date of
termination, and SUBCONTRACTOR agrees to complete services and/or provide required
deliverables through the date of termination.
10. Modification or Waiver. No part of this Subcontract shall be modified without the express
written consent of both parties. The waiver by one party of any breach of any term or condition of
this Subcontract shall not be construed as a waiver of any similar or other breach of any term or
condition of this Subcontract. Nor shall said waiver be construed as a continuing waiver of the
original breach.
11. Independent Contractor. SUBCONTRACTOR shall, during the entire term of this
Subcontract, be construed to be an independent contractor and not an employee of ASC. This
Subcontract is not intended nor shall it be construed to create an employer -employee relationship, a
joint venture relationship, or to allow ASC to exercise discretion or control over the professional
manner in which SUBCONTRACTOR performs the services that are the subject mater of this
Subcontract. The services to be provided by SUBCONTRACTOR, however, shall be provided in a
manner consistent with all applicable standards and regulations governing such services.
SUBCONTRACTOR shall pay all salaries and wages, employees' social security taxes,
unemployment insurance, and similar taxes relating to its employees and shall be responsible for all
applicable withholding taxes.
12. Assignment. No part of this Subcontract may be assigned by either party without the prior
written consent of both parties.
12. Indemnification. ASC shall indemnify and hold harmless SUBCONTRACTOR its officers,
employees and representatives from and against all claims, damages, losses and expenses including
attorney fees arising out of the performance of the work described herein, caused in whole or in part
by any negligent act or omission of the ASC, any subcontractor, anyone directly or indirectly
employed by any of them or anyone for whose acts any of them may be liable, except where caused
by the active negligence, sole negligence or willful misconduct of the SUBCONTRACTOR.
SUBCONTRACTOR shall indemnify and hold harmless ASC, California State University
Fullerton, the Trustees of the California State University, the State of California, their officers,
employees, representatives and volunteers from and against all claims, damages, losses and
expenses including attorney fees arising out of the performance of the work described herein,
Ref: ASC-54169
Subcontract Number S-5291-PS
Page 4 of S
caused in whole or in part by any negligent act or omission of the SUBCONTRACTOR, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any
of them may be liable, except where caused by the active negligence, sole negligence or willful
misconduct of the ASC.
13. Insurance. SUBCONTRACTOR warrants that will maintain the following coverage:
• Commercial General Liability: minimum limits coverage in the amount of $1,000,000 per
occurrence and $2,000,000 aggregate combined single limit written on occurrence form for
personal injury and bodily injury liability, and property damage, including premises/operations,
broad form property damage, products/completed operations, contractual liability and
independent contractors. Errors and Omission insurance is required for professional services
and consultants.
• Business Automobile Liability: coverage is required in the minimum amount of $1,000,000
combined single limit bodily injury and property damage, including owned, non -owned and
hired automobiles; should also include Uninsured/Underinsured Motorists coverage in the
minimum amount of $1,000,000.
• Workers Compensation as required by the State of California, including Employer Liability
coverage of not less than $1,000,000.
• The vendor's insurance carrier must be rated A-VII at minimum, according to A.M. Best &
Company.
• Vendor and vendor's insurance carrier waive their rights of subrogation.
• Additional Insured Endorsement (except for Workers Compensation): The State of
California, Trustees of the California State University, California State University Fullerton,
CSU Fullerton Auxiliary Services Corporation, and all of its other departments, boards,
volunteers, commissions, and its officers, employees and agents are hereby declared to be
additional insureds as respects to the activities of named insured.
• Upon execution of this Subcontract, SUBCONTRACTOR shall submit to ASC current
certificate of insurance and additional insured endorsement as evidence that the above
insurance requirements are met.
14. Force Majeure. If by reason of force majeure the SUBCONTRACTOR'S performance
hereunder is delayed, hampered or prevented, then the performance by the SUBCONTRACTOR
may be extended for the amount of time of such delay or prevention. The term "Force Majeure"
shall mean any fire, flood, earthquake, or public disaster, strike, labor dispute or unrest; embargo,
riot, war, insurrection or civil unrest; any act of God, any act of legally constituted authority; or any
other cause beyond SUBCONTRACTOR'S control which would excuse the
SUBCONTRACTOR'S performance as a matter of law.
15. Notice of Force Majeure. SUBCONTRACTOR agrees to give ASC written notice to of an
event of force majeure under this Paragraph within ten (10) days of the commencement of such
event and within ten (10) days after the termination of such event. However, inadvertent failure to
give notice shall not bar SUBCONTRACTOR from giving such notice within a reasonable time
thereafter.
Ref: ASC-54169
Subcontract Number S-5291-PS
Page 5 of 8
16. Nondiscrimination. SUBCONTRACTOR shall comply with all applicable federal and state
laws and statutes related to nondiscrimination, including those Acts and amendments prohibiting
discrimination on the basis of race, color, natural origin, gender, handicap or disability, sexual
preference, drug addiction and alcoholism.
17. Certifications and Assurances
A. _Certificate Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -
SUBCONTRACTOR certifies by signature to this Agreement that it is not suspended, debarred, or
otherwise ineligible from entering into funding agreements with any department or other agency of
the Federal Government, or in receipt of a notice of proposed debarment or suspension. In the
event of being suspended, debarred or otherwise declared ineligible by any other department of
agency of the Federal Government, or upon notice of a proposed debarment of suspension, the
SUBCONTRACTOR shall provide immediate written notice to ASC. If, during the performance
period of this Subcontract, the status of the SUBCONTRACTOR changes relative to any of these
certifications, it shall immediately notify ASC in writing and include an explanation of the changes.
B. Certification Regarding Lobb idng - In the event funds allotted under this Agreement are
expected to exceed $100,000, by signature to this Agreement, SUBCONTRACTOR certifies that it
is in compliance with the requirements of Section 1352, Title 31, U.S. Code which limits the use of
appropriated funds to influence certain federal contracting and financial transactions.
C. Drug Free Workplace - By signature to this Agreement, SUBCONTRACTOR certifies
that it will comply with the Drug Free Workplace Act of 1988 and its implementing regulations as
amended.
D. Misconduct in Science Assurance - The SUBCONTRACTOR hereby gives assurance
that an administrative review process has been established regarding procedures for dealing with
and reporting possible misconduct in science and reporting requirements of the published scientific
misconduct regulations will be followed.
E. Americans With Disabilities Act - By signature of this Agreement, SUBCONTRACTOR
certifies that it complies with the Americans with Disabilities Act of 1990 (42 USC 12101, et. seq.)
and all implementing regulations. SUBCONTRACTOR agrees to insert the provision of this Article
in all subcontracts and purchase orders hereunder.
F. Davis -Bacon and Related Act — If applicable, by signing this Agreement,
SUBCONTRACTOR certifies that it complies with the Davis -Bacon act and warrants proper wages
are applied to federally -funded or assisted construction projects.
18. Retention of Records. SUBCONTRACTOR agrees to maintain and preserve all records
relative to this Subcontract, for three (3) years after termination. SUBCONTRACTOR agrees to
permit ASC's duly authorized representatives to have access to and to examine and audit, any
pertinent books, documents, papers, and records related to this Subcontract. Furthermore, all
records related to this Subcontract shall be reasonably available for inspection by the State of
California pursuant to Government Code § 8546.7 which states in pertinent part: "...every contract
Ref: ASC-54169
Subcontract Number 5-5291-PS
Page 6 of 8
involving the expenditure of public funds in excess of ten thousand dollars ($10,000) entered into
by any state agency, ... or by any other public entity, including a city, county..., shall be subject to
the examination and audit of the State Auditor, at the request of the public entity or as part of any
audit of the public entity, for a period of three years after final payment under the contract."
19. Audit. The books and accounts, files, and other records of the SUBCONTRACTOR
which are applicable to this Subcontract at all times shall be available for inspection, review, and
audit by the ASC and the U.S. Government and its representatives to determine the proper
application and use of all funds paid to or for the account or benefit of the SUBCONTRACTOR.
The SUBCONTRACTOR assumes sole responsibility for reimbursement to Prime Sponsor a sum
of money equivalent to the amount of any expenditures disallowed should the ASC, Prime Sponsor
or an authorized agency rule through audit exception or some other appropriate means, that
expenditures from funds allocated to the SUBCONTRACTOR for direct and/or indirect costs were
not made in compliance with the applicable cost principles, regulations of the Prime Sponsor, or the
provisions of this Subcontract.
SUBCONTRACTOR agrees to comply with the requirements of OMB Circular A-133.
SUBCONTRACTOR further agrees to provide ASC with a copy of the independent auditors' report
within thirty (30) days of its issuance. If the report contains instances of non-compliance with
federal laws and regulations which bear directly on the performance or administration of this
Subcontract, the SUBCONTRACTOR shall provide ASC copies of responses to auditors' reports, a
plan for corrective action, and auditors' response that the noncompliance has been resolved. All
reports prepared in accord with the requirements of OMB Circular A-133 shall be available for
inspection by representatives of ASC or the government during normal business hours.
20. Severability. Should any part, term, or provision of this Subcontract, be declared or
determined by any court or other tribunal or appropriate jurisdiction to be invalid or unenforceable,
any such invalid or unenforceable part, term, or provision shall be deemed stricken and severed
from this Subcontract; any and all of the other terms of this Subcontract shall remain in full force
and effect.
21. Applicable Law. This Subcontract and any disputes concerning it shall be interpreted under
the laws of the State of California.
22. Interpretation. For purposes of construction and interpretation, this Subcontract shall be
deemed to have been mutually drafted by the parties hereto. Thus, the parties to this Subcontract
shall determine and resolve any issues of ambiguity related to the interpretation of the provisions
herewith.
23. Federal Identification Number. SUBCONTRACTOR'S Federal Taxpayer Identification
Number is 90-017-6361.
24. Minimum Performance Milestones. The Service Center shall use its best efforts to meet or
exceed the following performance milestones set by the Lead Center. The Service Center's
Ref: ASC-54169
Subcontract Number S-5291-PS
Page 7 of 8
ability to achieve Performance Milestone Count set in each category specified by the Lead
Center.
Critical Goals* I Performance Target
Business assessment surveys
ISO
Performance exceeding negotiated milestones is one factor in possible increased funding to the
Service Center if additional funding is available.
25. Renewal Proposal. The Service Center shall submit to the Lead Center a renewal proposal
no later than June 30, 2011 if they intend to renew the SUBRECIPIENT contract for the next
project period as outlined in the Orange County / Inland Empire Renewal Proposal Template and
provided as Exhibit E. Alternate formats of the Orange County / Inland Empire Renewal Proposal
Template are available upon request.
26. Reporting Requirements. SUBCONTRACTOR shall submit Quarterly Performance
Reports (QPRs) within 15 days of the completion of each semi-annual period.
SUBCONTRACTOR shall also submit an Annual Performance Report (APR) within thirty (30)
days of completion of the project period. QPR and APR reporting requirements are described under
the program objectives section of Exhibit E.
27. Contents and Order of Precedence. Included in this Subcontract are the following exhibits:
Exhibit A Scope of Work
Exhibit B Budget
Exhibit C Prime Award
Exhibit D Program Announcement
Exhibit E Orange County/Inland Empire Renewal Proposal Template
Exhibit F Budget Detail and Payment Provisions
The contents of each instrument below are incorporated within this Subcontract as fully as though
set forth herein in their entirety. In the event of a conflict between the provisions of each
instrument, the following order of precedence shall govern the rights and obligations of the parties:
1. Subcontract Schedule
2. Prime Award
28. Entire Agreement. This Subcontract, including any referenced attachments, appendices
and references, constitutes the entire Subcontract and supersedes any other written or oral
representations, statements negotiations, or agreements.
Ref: ASC-54169
Subcontract Number S-5291-PS
Page 8 of 8
IN WITNESS THEREOF, the parties have executed this subcontract on the date noted below.
For:
City of Palm Springs, CA
David H. Ready, E D. Date
City Manager
APPROVED BY CITY COUNCIL
ATTEST:
);Y��Cllel:rk
Ref: ASC-S4169
For:
CSU Fullerton Auxiliary Services Corporation
Frank A. Mumford
Executive Director
Date