COMPLETED BOARD ORDER�"��63
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No: A 11812
a. Approve a Professional Services Agreement with the
Monterey County Business Council MCBC) for the
term July 1, 2010 through June 30, 2011, in an amount
not to exceed $91,800, to administer all aspects of the
Competitive Clusters C2); and
b. Authorize the Contracts/Purchasing Officer to execute
the Agreement.
Upon motion of Supervisor Potter, seconded by Supervisor Armenta, and carried by those
members present, effective July 27, 2010, the Board hereby:
a. Approved a Professional Services Agreement with the Monterey County Business Council
MCBC) for the term July 1, 2010 through June 30, 2011, in an amount not to exceed
$91,800, to administer all aspects of the Competitive Clusters C2); and
b. Authorized the Contracts/Purchasing Officer to execute the Agreement.
PASSED AND ADOPTED this 27th day of July, 2010, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker, Potter
NOES: None
ABSENT: None
1, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered in
the minutes thereof of Minute Book 75 for the meeting on July 27, 2010.
Dated: July 29, 2010 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By L2 J-\
Deputy
BIB]
40389-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89586-U03
AI93723-U03
DO94021-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/29/2010-U04
RIVASR-U04
15356-U05
8-U06
A.-U07
APPROVE-U07
A-U07
PROFESSIONAL-U07
SERVICES-U07
AGREEMENT-U07
MONTEREY-U07
COUNTY-U07
BUSINESS-U07
COUNCIL-U07
MCBC)-U07
TERM-U07
JULY-U07
105-ADMINISTRATION-U08
JUAREZ-U09
CYNTHIA-U09
JUAREZC-U10
7/19/2010-U011
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011,-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$91,800,-U012
TO-U012
ADMINISTER-U012
ASPECTS-U012
OF-U012
COMPETITIVE-U012
CLUSTERS-U012
C�);-U012
B.-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
EXECUTE-U012
AGREEMENT.-U012
SIGNED BOARD REPORTX��"��MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: July 27, 2010 AGENDA NO.:
SUBJECT: a. Approve a Professional Services Agreement with the Monterey
County Business Council MCBC) for the term July 1, 2010
through June 30, 2011, in an amount not to exceed $91,800, to
administer all aspects of the Competitive Clusters C2); and
b. Authorize the Contracts/Purchasing Officer to execute the
Agreement.
DEPARTMENT: CAO Intergovernmental & Legislative Affairs
RECOMMENDATIONS:
It is recommended that the Board of Supervisors:
a. Approve a Professional Services Agreement with the Monterey County Business Council
MCBC) for the term July 1, 2010 through June 30, 2011, in an amount not to exceed
$91,800, to administer all aspects of the Competitive Clusters C2); and
b. Authorize the Contracts Purchasing Officer to execute the Agreement.
SUMMARY/DISCUSSION:
The Monterey County Business Council MCBC) has been the County's private sector partner
for the Monterey County Competitive Clusters C2) since its initiation in March 2003. The
purpose of the Agreement is to continue C2 efforts. The MCBC will match the Agreement, in the
amount of $45,900.
C2 is a strategic project designed to implement near-term economic development action as well
as provide a compelling economic vision and strategic framework to guide development efforts
in the future. The effort is directed by a Leadership Council.
The objective of C2 is to achieve a more competitive economy in the existing key industries and
emerging industries that fit the special character of Monterey County. The expected benefits of
C2 are: 1) increase wealth in the region export-orientation); 2) raise wages; 3) increase the
supply and diversity of job opportunities; 4) increase the array of career path opportunities; 5)
develop a shared sense of direction for the County; and 4) smooth out the impacts of seasonality
on employment.
Now in its 7`h year, C2 has brought together over 4,000 leaders since its inception to identify
critical issues and challenges facing their industry in six on-going Clusters: Agriculture,
Tourism, Education & Research, Building & Design, Wellness & Lifestyle, and Creative &
Technology.
In addition to administering all aspects of the C2, the MCBC will provide C2 quarterly status
reports detailing performance measurements, prepare an annual C2 report and two Economic
Reports, and hold an annual Economic Development Forum. Also, the MCBC will provide
presentations to the Board of Supervisors on the status of the C2. The Overall Economic
Development Commission OEDC) will continue to provide oversight of the MCBC and review
the C2 quarterly status reports.
OTHER AGENCY INVOLVEMENT:
The Overall Economic Development Commission supports the C2.
BIB]
40389-U01
SIGNED-U02
BOARD-U02
REPORT-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89586-U03
AI93723-U03
DO94022-U03
C10-U03
BOARD-U03
REPORTS-U03
7/29/2010-U04
RIVASR-U04
15356-U05
8-U06
A.-U07
APPROVE-U07
A-U07
PROFESSIONAL-U07
SERVICES-U07
AGREEMENT-U07
MONTEREY-U07
COUNTY-U07
BUSINESS-U07
COUNCIL-U07
MCBC)-U07
TERM-U07
JULY-U07
105-ADMINISTRATION-U08
JUAREZ-U09
CYNTHIA-U09
JUAREZC-U10
7/19/2010-U011
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011,-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$91,800,-U012
TO-U012
ADMINISTER-U012
ASPECTS-U012
OF-U012
COMPETITIVE-U012
CLUSTERS-U012
C�);-U012
B.-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
EXECUTE-U012
AGREEMENT.-U012
SIGNED BOARD REPORTX��"��MCBC Agreement
Page 2
July 27, 2010
FINANCING:
Funds for this Agreement have been included in FY 2010-11 Adopted Budget, Fund 001,
Development Set-Aside Budget Unit 1050-8043, in the amount of $91,800. There are no
additional fiscal impacts with this recommendation.
Prepared by: Approved by:
Debby L. ra shave
Manageme A alyst III
La
Nicholas E. Chiulos, Intergovernmental
and Legislative Affairs Director
*1 I Z), 101
Date
7- Z_t0
Date
Attachment: MCBC Agreement on file with the Clerk of the Board's Office.
c: Mary Claypool, Executive Director, Monterey County Business Council
Mary Ann Leffel, President, Monterey County Business Council
OEDC Members
BIB]
40389-U01
SIGNED-U02
BOARD-U02
REPORT-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89586-U03
AI93723-U03
DO94022-U03
C10-U03
BOARD-U03
REPORTS-U03
7/29/2010-U04
RIVASR-U04
15356-U05
8-U06
A.-U07
APPROVE-U07
A-U07
PROFESSIONAL-U07
SERVICES-U07
AGREEMENT-U07
MONTEREY-U07
COUNTY-U07
BUSINESS-U07
COUNCIL-U07
MCBC)-U07
TERM-U07
JULY-U07
105-ADMINISTRATION-U08
JUAREZ-U09
CYNTHIA-U09
JUAREZC-U10
7/19/2010-U011
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011,-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$91,800,-U012
TO-U012
ADMINISTER-U012
ASPECTS-U012
OF-U012
COMPETITIVE-U012
CLUSTERS-U012
C�);-U012
B.-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
EXECUTE-U012
AGREEMENT.-U012
AGREEMENT NO. A-11812 - MONTE��
COUNTY OF MONTEREY AGREEMENT FOR PROFESSIONAL SERVICES
NOT TO EXCEED $100,000)
This Professional Services Agreement Agreement") is made by and between the County of Monterey, a
political subdivision of the State of California hereinafter County") and:
Monterey County Business Council
hereinafter CONTRACTOR").
In consideration of the mutual covenants and conditions set forth in this Agreement, the parties agree as
follows:
1. SERVICES TO BE PROVIDED. The County hereby engages CONTRACTOR to perform, and
CONTRACTOR hereby agrees to perform, the services described in Exhibit A in conformity with the terms of
this Agreement. The services are generally described as follows:
Provide facilitation and implementation of all aspects of the Competitive. Clusters Project:
2. PAYMENTS BY COUNTY. County shall pay the CONTRACTOR in accordance with the payment
provisions set forth in Exhibit A, subject to the limitations set forth in this Agreement. The. total amount
payable by County to CONTRACTOR under this Agreement shall not exceed the sum of $ 91,800.00
3. TERM OF AGREEMENT. The term of this Agreement is from July 1, 2010 to
June 30; 2011 unless sooner terminated pursuant to the terms of this Agreement. This
Agreement is of no force or effect until signed by both CONTRACTOR and County and with County signing
last, and CONTRACTOR may not commence work before County signs this Agreement.
4. ADDITIONAL PROVISIONS/EXHIBITS. The following attached exhibits are incorporated herein by
reference and constitute a part of this Agreement:
Exhibit A Scope of Services/Payment Provisions
5. PERFORMANCE STANDARDS.
5.01. CONTRACTOR warrants that CONTRACTOR and CONTRACTOR's agents, employees, and
subcontractors performing services under this Agreement are specially trained, experienced, competent, and
appropriately licensed to perform the work and deliver the services required under this Agreement and are not
employees of the County, or immediate family of an employee of the County.
5.02. CONTRACTOR, its agents, employees, and subcontractors shall perform all work in a safe and
skillful manner and in compliance with all applicable laws and regulations. All work performed under this
Agreement that is required by law to be performed or supervised by licensed personnel shall be performed in
accordance with such licensing requirements.
5.03. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary
to carry out the terms of this Agreement, except as otherwise specified in this Agreement. CONTRACTOR
PSA $100,000 or Less, Revised 10/09/08 1 of 8 Project ID: Monterey County Business Council
FY 2010-11
BIB]
40389-U01
AGREEMENT-U02
NO.-U02
A-11812-U02
U02
MONTEREY-U02
COUNTY-U02
BUSINESS-U02
COUNCIL-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89586-U03
AI93723-U03
DO94023-U03
C5-U03
AGREEMENTS-U03
7/29/2010-U04
RIVASR-U04
15356-U05
8-U06
A.-U07
APPROVE-U07
A-U07
PROFESSIONAL-U07
SERVICES-U07
AGREEMENT-U07
MONTEREY-U07
COUNTY-U07
BUSINESS-U07
COUNCIL-U07
MCBC)-U07
TERM-U07
JULY-U07
105-ADMINISTRATION-U08
JUAREZ-U09
CYNTHIA-U09
JUAREZC-U10
7/19/2010-U011
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011,-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$91,800,-U012
TO-U012
ADMINISTER-U012
ASPECTS-U012
OF-U012
COMPETITIVE-U012
CLUSTERS-U012
C�);-U012
B.-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
EXECUTE-U012
AGREEMENT.-U012
AGREEMENT NO. A-11812 - MONTE��
shall not use County premises, property including equipment, instruments, or supplies) or personnel for any
purpose other than in the performance of its obligations under this Agreement.
6. PAYMENT CONDITIONS.
6.01. CONTRACTOR shall submit to the Contract Administrator an invoice on a form acceptable to
County. If not otherwise specified, the CONTRACTOR may submit such invoice periodically or at the
completion of services, but in any event, not later than 30 days after completion of services. The invoice shall
set forth the amounts claimed by CONTRACTOR for the previous period, together with an itemized basis for
the amounts claimed, and such other information pertinent to the invoice as the County may require. The
Contract Administrator or his or her designee shall certify the invoice, either in the requested amount or in such
other amount as the County approves in conformity with this Agreement, and shall promptly submit such
invoice to the County Auditor-Controller for payment. The County Auditor-Controller shall pay the amount
certified within 30 days of receiving the certified invoice.
6.02 CONTRACTOR shall not
receive reimbursement for travel expenses unless
set forth in this
Agreement.
7. TERMINATION.
7.01. During the term of this Agreement; the County may terminate the Agreement for any reason by
giving written notice of termination to the CONTRACTOR at least thirty 30) days prior to the effective, date of
termination. Such notice shall set forth the effective date of termination. In the event of such termination, the
amount payable under this Agreement shall be reduced in proportion to the services provided prior, to the date of
termination.
7.02. The County may cancel and terminate this Agreement for good cause effective immediately upon
written notice to CONTRACTOR. Good cause" includes the failure. of CONTRACTOR to perform the
required services at the time and in. the manner provided under this Agreement. If County terminates this
Agreement for good cause, the County may be relieved of the payment of any consideration to
CONTRACTOR, and the County may proceed with the work in any manner. which County deems proper. The
cost to the County shall be deducted from any sum due the CONTRACTOR under this Agreement.
8. INDEMNIFICATION. Contractor shall indemnify, defend, and hold harmless the County. of Monterey
hereinafter County"), its officers, agents and employees from any claim, liability, loss, injury or damage
arising out of, or in connection with, performance of this Agreement by Contractor and/or its agents, employees
or sub-contractors, excepting only loss, injury or damage caused by the negligence or willful misconduct of
personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest
possible coverage for the County. The Contractor shall reimburse the County for all costs, attorneys' fees,
expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify,
defend and hold harmless the County under this Agreement.
9. INSURANCE.
9.01. Evidence of Coverage:
Prior to commencement of this Agreement, the Contractor shall provide a Certificate of
Insurance" certifying that coverage as required herein has been obtained. Individual endorsements
executed by the insurance carrier shall accompany the certificate. In addition, the Contractor upon
request shall provide a certified copy of the policy or policies.
PSA $100,000 or Less, Revised 10/09/08 2 of 8 Project ID: Monterey County Business Council
FY 2010-11
BIB]
40389-U01
AGREEMENT-U02
NO.-U02
A-11812-U02
U02
MONTEREY-U02
COUNTY-U02
BUSINESS-U02
COUNCIL-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89586-U03
AI93723-U03
DO94023-U03
C5-U03
AGREEMENTS-U03
7/29/2010-U04
RIVASR-U04
15356-U05
8-U06
A.-U07
APPROVE-U07
A-U07
PROFESSIONAL-U07
SERVICES-U07
AGREEMENT-U07
MONTEREY-U07
COUNTY-U07
BUSINESS-U07
COUNCIL-U07
MCBC)-U07
TERM-U07
JULY-U07
105-ADMINISTRATION-U08
JUAREZ-U09
CYNTHIA-U09
JUAREZC-U10
7/19/2010-U011
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011,-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$91,800,-U012
TO-U012
ADMINISTER-U012
ASPECTS-U012
OF-U012
COMPETITIVE-U012
CLUSTERS-U012
C�);-U012
B.-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
EXECUTE-U012
AGREEMENT.-U012
AGREEMENT NO. A-11812 - MONTE��
This verification of coverage shall be sent to the County's Contracts/Purchasing Department,
unless otherwise directed. The Contractor shall not receive a Notice to Proceed" with the work
under this Agreement until it has obtained all insurance required and the County has approved
such insurance. This approval of insurance shall neither relieve nor decrease the liability of the
Contractor.
9.02 Qualifying Insurers:
All coverage's, except surety, shall be issued by companies which hold a current policy holder's
alphabetic and financial size category, rating of not less than A- VII, according to the current
Best's Key Rating Guide or a company of equal financial stability that is approved by the
County's Purchasing Manager.
9.03 Insurance Coverage Requirements: Without limiting CONTRACTOR's duty to indemnify,
CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy or
policies of insurance with the following minimum limits of liability:
Commercial general liability insurance, including but not limited to premises and operations,
including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual. Liability,
Broad form Property Damage, Independent Contractors, Products and Completed Operations, with
a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per
occurrence.
Exemption/Modification Justification attached; subject to approval).
Business automobile liability insurance, covering all motor vehicles, including owned, leased,
non-owned, and hired vehicles, used in providing services under this Agreement, with a combined
single limit for Bodily Injury and Property Damage of not less than $500,000 per occurrence.
Exemption/Modification Justification attached; subject to approval).
Workers' Compensation Insurance, if CONTRACTOR employs others in the performance of this
Agreement, in accordance with California Labor Code section 3700 and with Employer's Liability
limits not less than $1,000,000 each person, $1,000,000 each accident and $1,000,000 each
disease.
Exemption/Modification Justification attached; subject to approval).
Professional liability' insurance, if required for the professional services being provided, e.g.,
those persons authorized by a license to engage in a business or profession regulated by the
California Business and Professions Code), in the amount of not less than $1,000,000 per claim
and $2,000,000 in the aggregate, to cover liability for malpractice or errors or omissions made in
the course of rendering professional services. If professional liability insurance is written on a
claims-made" basis rather than an occurrence basis, the CONTRACTOR shall, upon the
expiration or earlier termination of this Agreement, obtain extended reporting coverage tail
coverage") with the same liability limits. Any such tail coverage shall continue for at least three
years following the expiration or earlier termination of this Agreement.
Exemption/Modification Justification attached; subject to approval).
9.04. Other Insurance Requirements:
All insurance required by this Agreement shall be with a company acceptable to the County and issued and
executed by an admitted insurer authorized to transact Insurance business in the State of California. Unless
otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the
PSA $100,000 or Less, Revised 10/09/08 3 of 8 Project ID: Monterey County Business Council
FY 2010-11
BIB]
40389-U01
AGREEMENT-U02
NO.-U02
A-11812-U02
U02
MONTEREY-U02
COUNTY-U02
BUSINESS-U02
COUNCIL-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89586-U03
AI93723-U03
DO94023-U03
C5-U03
AGREEMENTS-U03
7/29/2010-U04
RIVASR-U04
15356-U05
8-U06
A.-U07
APPROVE-U07
A-U07
PROFESSIONAL-U07
SERVICES-U07
AGREEMENT-U07
MONTEREY-U07
COUNTY-U07
BUSINESS-U07
COUNCIL-U07
MCBC)-U07
TERM-U07
JULY-U07
105-ADMINISTRATION-U08
JUAREZ-U09
CYNTHIA-U09
JUAREZC-U10
7/19/2010-U011
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011,-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$91,800,-U012
TO-U012
ADMINISTER-U012
ASPECTS-U012
OF-U012
COMPETITIVE-U012
CLUSTERS-U012
C�);-U012
B.-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
EXECUTE-U012
AGREEMENT.-U012
AGREEMENT NO. A-11812 - MONTE��
policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in
effect for a period of three years following the date CONTRACTOR completes its performance of services
under this Agreement.
Each liability policy shall provide that the County shall be given notice in writing at least thirty days in
advance of any endorsed reduction in coverage or limit, cancellation, or intended non-renewal thereof.
Each policy shall provide coverage for Contractor and additional insureds with respect to claims arising
from each subcontractor, if any, performing work under this Agreement, or be accompanied by a certificate
of insurance from each subcontractor showing each subcontractor has identical insurance coverage to the
above requirements.
Commercial general liability and automobile liability policies shall provide an endorsement naming the
County of Monterey, its officers agents and employees as Additional Insureds with respect to liability
arising out of the CONTRACTOR'S work including ongoing and completed operations, and shall further
provide that such insurance is primary insurance to any insurance or self-insurance maintained by the
County and that the insurance of the Additional Insureds shall not be called upon to contribute to a loss
covered by the CONTRACTOR'S insurance. The required endorsement form for Commercial General
Liability Additional Insured is ISO Form CG 20 10 11-85 or CG 201010 01 in tandem with CG 20 3710
01'(2000). The required endorsement form for Automobile Additional Insured endorsement is` ISO Form
CA 20480299.
Prior to the execution of this Agreement by the County, CONTRACTOR shall file certificates of insurance
with the County's contract administrator and County's Contracts/Purchasing Division, showing that the
CONTRACTOR has in effect the insurance required by this Agreement. The CONTRACTOR shall file a
new or amended certificate of insurance within five calendar days after any change is made in any
insurance policy, which would alter the information on the certificate then on file. Acceptance or approval
of insurance shall in no way modify or change the indemnification clause in this Agreement, which shall
continue in full force and effect.
CONTRACTOR shall at all times during the term of this Agreement maintain in force the insurance
coverage required under this Agreement and shall send, without demand by County, annual certificates to
County's Contract Administrator and County's Contracts/Purchasing Division. If the certificate is not
received by the expiration date, County shall notify CONTRACTOR and CONTRACTOR shall have five
calendar days to send in the certificate,' evidencing no lapse in coverage during the interim. Failure by
CONTRACTOR to maintain such insurance is a default of this Agreement, which entitles County, at its
sole discretion, to terminate this Agreement immediately.
10. RECORDS AND CONFIDENTIALITY.
10.01. Confidentiality. CONTRACTOR and its officers, employees, agents, and subcontractors shall
comply with any and all federal, state, and local laws, which provide for the confidentiality of records and
other information. CONTRACTOR shall not disclose any confidential records or other confidential
information received from the County or prepared in connection with the performance of this Agreement,
unless County specifically permits CONTRACTOR to disclose such records or information.
CONTRACTOR shall promptly transmit to County any and all requests for disclosure of any such
confidential records or information. CONTRACTOR shall not use any confidential information gained by
CONTRACTOR in the performance of this Agreement except for the sole purpose of carrying out
CONTRACTOR's obligations under this Agreement.
PSA $100,000 or Less, Revised 10/09/08 4 of 8 Project ID: Monterey County Business Council
FY 2010-11
BIB]
40389-U01
AGREEMENT-U02
NO.-U02
A-11812-U02
U02
MONTEREY-U02
COUNTY-U02
BUSINESS-U02
COUNCIL-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89586-U03
AI93723-U03
DO94023-U03
C5-U03
AGREEMENTS-U03
7/29/2010-U04
RIVASR-U04
15356-U05
8-U06
A.-U07
APPROVE-U07
A-U07
PROFESSIONAL-U07
SERVICES-U07
AGREEMENT-U07
MONTEREY-U07
COUNTY-U07
BUSINESS-U07
COUNCIL-U07
MCBC)-U07
TERM-U07
JULY-U07
105-ADMINISTRATION-U08
JUAREZ-U09
CYNTHIA-U09
JUAREZC-U10
7/19/2010-U011
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011,-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$91,800,-U012
TO-U012
ADMINISTER-U012
ASPECTS-U012
OF-U012
COMPETITIVE-U012
CLUSTERS-U012
C�);-U012
B.-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
EXECUTE-U012
AGREEMENT.-U012
AGREEMENT NO. A-11812 - MONTE��
10.02. County Records. When this Agreement expires or terminates, CONTRACTOR shall return to
County any County records which CONTRACTOR used or received from County to perform services
under this Agreement.
10.03. Maintenance of Records. CONTRACTOR shall prepare, maintain, and preserve all reports and
records that may be required by federal, state, and County rules and regulations related to services
performed under this Agreement. CONTRACTOR shall maintain such records for a period of at least three
years after receipt of final payment under this Agreement. If any litigation, claim, negotiation, audit
exception, or other action relating to this Agreement is pending at the end of the three year period, then
CONTRACTOR shall retain said records until such action is resolved.
10.04. Access to and Audit of Records. The County shall have the right to examine, monitor and audit
all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors related to
services provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement
involves the expenditure of public funds in excess of $10,000, the parties to this Agreement may be subject,
at the request of the County or as part of any audit of the County, to the examination and audit of the State
Auditor pertaining to matters connected with the performance of this Agreement for a period of three years
after final payment under the Agreement.
10.05 Royalties and Inventions. County, shall have a royalty-free, exclusive and irrevocable license to
reproduce, publish, and use, and authorize others to do so, all original computer programs, writings, sound
recordings, pictorial reproductions, drawings, and other works of similar nature produced in the course of
or under this Agreement. CONTRACTOR shall not publish any such material without the prior, written
approval of County.
11. NON-DISCRIMINATION. During the performance of this Agreement, CONTRACTOR, and its
subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color,
sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age
over. 40), or sexual orientation, either in CONTRACTOR's employment practices or in the furnishing of
services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its employees and
applicants for employment and all persons receiving and requesting services are free of such discrimination.
CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all
federal, state, and local laws and regulations which prohibit discrimination. The provision of services
primarily or exclusively to such target population as may be designated in this Agreement shall not be
deemed to be prohibited discrimination.
12. COMPLIANCE WITH TERMS OF STATE OR FEDERAL GRANT. If this Agreement has been or
will be funded with monies received by the County pursuant to a contract with the state or federal
government in which the County is the grantee, CONTRACTOR will comply with all the provisions of said
contract, to the extent applicable to CONTRACTOR as a subgrantee under said contract, and said
provisions shall be deemed a part of this Agreement, as though fully set forth herein. Upon request, County
will deliver a copy of said contract to CONTRACTOR, at no cost to CONTRACTOR.
13. INDEPENDENT CONTRACTOR. In the performance of work, duties, and obligations under this
Agreement, CONTRACTOR is at all times acting and performing as an independent contractor and not as
an employee of the County. No offer or obligation of permanent employment with the County or particular
County department or agency is intended in any manner, and CONTRACTOR shall not become entitled by
virtue of this Agreement to receive from County any form of employee benefits including but not limited to
sick leave, vacation, retirement benefits, workers' compensation coverage, insurance or disability benefits.
CONTRACTOR shall be solely liable for and obligated to pay directly all applicable taxes, including
federal and state income taxes and social security, arising out of CONTRACTOR's performance of this
PSA $100,000 or Less, Revised 10/09/08 5 of 8 Project ID: Monterey County Business Council
FY 2010-11
BIB]
40389-U01
AGREEMENT-U02
NO.-U02
A-11812-U02
U02
MONTEREY-U02
COUNTY-U02
BUSINESS-U02
COUNCIL-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89586-U03
AI93723-U03
DO94023-U03
C5-U03
AGREEMENTS-U03
7/29/2010-U04
RIVASR-U04
15356-U05
8-U06
A.-U07
APPROVE-U07
A-U07
PROFESSIONAL-U07
SERVICES-U07
AGREEMENT-U07
MONTEREY-U07
COUNTY-U07
BUSINESS-U07
COUNCIL-U07
MCBC)-U07
TERM-U07
JULY-U07
105-ADMINISTRATION-U08
JUAREZ-U09
CYNTHIA-U09
JUAREZC-U10
7/19/2010-U011
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011,-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$91,800,-U012
TO-U012
ADMINISTER-U012
ASPECTS-U012
OF-U012
COMPETITIVE-U012
CLUSTERS-U012
C�);-U012
B.-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
EXECUTE-U012
AGREEMENT.-U012
AGREEMENT NO. A-11812 - MONTE��
Agreement. In connection therewith, CONTRACTOR shall defend, indemnify, and hold County harmless
from any and all liability which County may incur because of CONTRACTOR's failure to pay such taxes.
14. NOTICES. Notices required under this Agreement shall be delivered personally or by first-class, postage
pre-paid mail to the County and CONTRACTOR'S contract administrators at the addresses listed below:
FOR COUNTY:
FOR CONTRACTOR:
Debby L. Bradshaw, Management Analyst III Mary Ann Leffel, President
Name and Title
168 West Alisal Street, Third Floor
Salinas, CA 93901 Name and Title
1732 Fremont Street, 2nd Floor
Seaside, CA 93955
Address Address
831-755-5338 831-883-9443
Phone Phone
15. MISCELLANEOUS PROVISIONS.
15.01 Conflict of Interest. CONTRACTOR represents that it presently has. no interest and. agrees not to
acquire any interest during the term of this Agreement, which would directly, or indirectly conflict in
any manner or to any degree with the full and complete performance of the professional services
required to be rendered under this Agreement.
15.02 Amendment. This Agreement may be amended or modified only by an instrument in writing signed
by the County and the CONTRACTOR.
15.03 Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed
by the County and the CONTRACTOR. A waiver of any of. the terms and conditions of this
Agreement shall not be construed as a waiver of any other terms or conditions in this Agreement.
15.04 Contractor. The term CONTRACTOR" as used in this Agreement includes CONTRACTOR's
officers, agents, and employees acting on CONTRACTOR's behalf in the performance of this
Agreement.
15.05 Disputes. CONTRACTOR shall continue to perform under this Agreement. during any dispute.
15.06 Assignment and Subcontracting. The CONTRACTOR shall not assign, sell, or otherwise transfer its
interest or obligations in this Agreement without the prior written consent of the County. None of the
services covered by this Agreement shall be subcontracted without the prior written approval of the
County. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the
performance of all requirements of this Agreement.
15.07 Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of the
County and CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be
binding upon and inure to the benefit of the parties and their respective successors, permitted
assigns, and heirs.
PSA $100,000 or Less, Revised 10/09/08 6 of 8 Project ID: Monterey County Business Council
FY 2010-11
BIB]
40389-U01
AGREEMENT-U02
NO.-U02
A-11812-U02
U02
MONTEREY-U02
COUNTY-U02
BUSINESS-U02
COUNCIL-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89586-U03
AI93723-U03
DO94023-U03
C5-U03
AGREEMENTS-U03
7/29/2010-U04
RIVASR-U04
15356-U05
8-U06
A.-U07
APPROVE-U07
A-U07
PROFESSIONAL-U07
SERVICES-U07
AGREEMENT-U07
MONTEREY-U07
COUNTY-U07
BUSINESS-U07
COUNCIL-U07
MCBC)-U07
TERM-U07
JULY-U07
105-ADMINISTRATION-U08
JUAREZ-U09
CYNTHIA-U09
JUAREZC-U10
7/19/2010-U011
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011,-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$91,800,-U012
TO-U012
ADMINISTER-U012
ASPECTS-U012
OF-U012
COMPETITIVE-U012
CLUSTERS-U012
C�);-U012
B.-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
EXECUTE-U012
AGREEMENT.-U012
AGREEMENT NO. A-11812 - MONTE��
15.08 Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and
local laws and regulations in performing this Agreement.
15.09 Headings. The headings are for convenience only and shall not be used to interpret the terms of this
Agreement.
15.10 Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement.
15.11 Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of
California.
15.12 Non-exclusive Agreement. This Agreement is non-exclusive and both County and CONTRACTOR
expressly reserve the right to contract with other entities for the same or similar services.
15.13 Construction of Agreement. The County and CONTRACTOR agree that each party has fully
participated in the review and revision of this Agreement and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement or any amendment to this Agreement.
15.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same Agreement.
15.15 Authority. Any individual executing this Agreement on behalf of the County or the
CONTRACTOR represents and warrants hereby that he or she has the requisite authority to enter
into this Agreement on behalf of such party and bind the party to the terms and conditions of this
Agreement.
15.16 Inte arm tion. This Agreement, including the exhibits, represent the entire Agreement between the
County and the CONTRACTOR with respect to the subject matter of this Agreement and shall
supersede all prior negotiations, representations, or agreements, either written or oral, between the
County and the CONTRACTOR as of the effective date of this Agreement, which is the date that the
County signs the Agreement.
15.17. Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the
provisions of this Agreement and the Provisions of any exhibit or other attachment to this
Agreement, the provisions of this Agreement shall prevail and control.
PSA $100,000 or Less, Revised 10/09/08 7 of 8 Project ID: Monterey County Business Council
FY 2010-11
BIB]
40389-U01
AGREEMENT-U02
NO.-U02
A-11812-U02
U02
MONTEREY-U02
COUNTY-U02
BUSINESS-U02
COUNCIL-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89586-U03
AI93723-U03
DO94023-U03
C5-U03
AGREEMENTS-U03
7/29/2010-U04
RIVASR-U04
15356-U05
8-U06
A.-U07
APPROVE-U07
A-U07
PROFESSIONAL-U07
SERVICES-U07
AGREEMENT-U07
MONTEREY-U07
COUNTY-U07
BUSINESS-U07
COUNCIL-U07
MCBC)-U07
TERM-U07
JULY-U07
105-ADMINISTRATION-U08
JUAREZ-U09
CYNTHIA-U09
JUAREZC-U10
7/19/2010-U011
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011,-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$91,800,-U012
TO-U012
ADMINISTER-U012
ASPECTS-U012
OF-U012
COMPETITIVE-U012
CLUSTERS-U012
C�);-U012
B.-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
EXECUTE-U012
AGREEMENT.-U012
AGREEMENT NO. A-11812 - MONTE��
IN WITNESS WHEREOF, County and CONTRACTOR have executed this Agreement as of the day and
year written below.
By:
Date:
By:
Date:
COUNTY OF MONTEREY
Department Head.(if applicable)
Date:.
CONTRACTOR
Name and Title
XV
Name and Title
RISK MANAGEMENT
COUNTY OF MONTEREY
Appr R0WEfaL 41fiy-R r 1 N ITY/
INSURANCE LANGUAGE
By:
cz... s n gemen
Date:
*INSTRUCTIONS: If CONTRACTOR is a corporation, including limited liability and non-profit corporations, the full legal name of
the corporation shall be set forth above together with the signatures of two specified officers. If CONTRACTOR is a partnership, the
name of the partnership shall be set forth above together with the. signature of a partner who has authority to execute this Agreement
on behalf of the partnership. If CONTRACTOR is contracting in an individual capacity, the individual shall set forth the name of the
business, if any, and shall personally sign the Agreement.
Approval by County Counsel is required only if changes are made to the standard provisions of the PSA
2Approval by Auditor/Controller is required
3Approval by Risk Management is required only if changes are made in paragraph 8 or 9
PSA $100, 000 or Less, Revised 10/09/08 8 of 8 Project ID: Monterey County Business Council
FY 2O10-11
BIB]
40389-U01
AGREEMENT-U02
NO.-U02
A-11812-U02
U02
MONTEREY-U02
COUNTY-U02
BUSINESS-U02
COUNCIL-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89586-U03
AI93723-U03
DO94023-U03
C5-U03
AGREEMENTS-U03
7/29/2010-U04
RIVASR-U04
15356-U05
8-U06
A.-U07
APPROVE-U07
A-U07
PROFESSIONAL-U07
SERVICES-U07
AGREEMENT-U07
MONTEREY-U07
COUNTY-U07
BUSINESS-U07
COUNCIL-U07
MCBC)-U07
TERM-U07
JULY-U07
105-ADMINISTRATION-U08
JUAREZ-U09
CYNTHIA-U09
JUAREZC-U10
7/19/2010-U011
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011,-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$91,800,-U012
TO-U012
ADMINISTER-U012
ASPECTS-U012
OF-U012
COMPETITIVE-U012
CLUSTERS-U012
C�);-U012
B.-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
EXECUTE-U012
AGREEMENT.-U012
AGREEMENT NO. A-11812 - MONTE��
EXHIBIT A
SCOPE OF SERVICES/PAYMENT PROVISIONS
Fiscal Year 2010-11
MONTEREY COUNTY BUSINESS COUNCIL
1. PROJECT SUMMARY
Project Title: Competitive Clusters Project
Purpose: To facilitate and implement all aspects of the Competitive Clusters
Project
Organization: Monterey County Business Council MCBC)
Term: July 1, 2010 June 30, 2011
Payment Amount: $91,800 County
$45,900 MCBC Matching Funds
$137,700 Total
The MCBC has played an integral role in the success of the Competitive Clusters Project
through member participation and funding, as well as implementation of key cluster
initiatives nationally and globally. MCBC, a non-profit corporation, founded in 1995
with the following mission statement: We are an alliance of business executives and
professionals providing collaborative leadership to help people from business,
government, education and the community work together on countywide issues reflecting
our organization's strong commitment to the environment, economic vitality and quality
of life".
II. PROJECTS/ACTIVITIES
Task 1: Facilitation of Competitive Clusters / implementation of MCBC Workforce
Initiatives Est. $125,700
Contractor shall provide administrative support, assist in implementation of the cluster
initiatives, convene the Working Group meetings, prepare and mail agendas, prepare
distribute meeting notes, provide support to the initiative champions and monitor the
progress of the initiatives for the six Clusters; Agriculture, Building / Design, Education /
Research, Tourism and Wellness / Lifestyle and Creative/Technology.
Deliverable: 1) Convene and facilitate Cluster Working Group Meetings 2) Leadership
Council meetings; 3) Facilitate implementation of the Cluster initiatives.
Task 2: Communicate the results of the C2 Project to the stakeholders and
community Est. $5,000
Deliverable: A C2 report and one economic conference.
1
BIB]
40389-U01
AGREEMENT-U02
NO.-U02
A-11812-U02
U02
MONTEREY-U02
COUNTY-U02
BUSINESS-U02
COUNCIL-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89586-U03
AI93723-U03
DO94023-U03
C5-U03
AGREEMENTS-U03
7/29/2010-U04
RIVASR-U04
15356-U05
8-U06
A.-U07
APPROVE-U07
A-U07
PROFESSIONAL-U07
SERVICES-U07
AGREEMENT-U07
MONTEREY-U07
COUNTY-U07
BUSINESS-U07
COUNCIL-U07
MCBC)-U07
TERM-U07
JULY-U07
105-ADMINISTRATION-U08
JUAREZ-U09
CYNTHIA-U09
JUAREZC-U10
7/19/2010-U011
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011,-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$91,800,-U012
TO-U012
ADMINISTER-U012
ASPECTS-U012
OF-U012
COMPETITIVE-U012
CLUSTERS-U012
C�);-U012
B.-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
EXECUTE-U012
AGREEMENT.-U012
AGREEMENT NO. A-11812 - MONTE��
Task 3: Hold topical issue forums Est. $2,000
Contractor shall identify and hold forums on topical issues affecting businesses in
Monterey County. Topical issues will be identified by the Business Council.
Deliverable: A minimum of three topical forums will be held.
Task 4: Prepare and distribute Monterey County Economic Report- Est. $5,000
The Economic Report includes demographic information on Monterey County; i.e.,
population trends, unemployment, sales tax and industry specific information relevant to
existing and new businesses looking to move into Monterey County.
Deliverable: Two reports Spring and Fall) will be prepared and distributed.
*The deliverables are based on a twelve-month contract
III. PARTNERSHIPS
The above tasks will be implemented in conjunction with the appropriate partners and
stakeholders.
IV. REPORTING REQUIREMENTS
Contractor shall submit quarterly reports on deliverables to the County Administrative
Office as follows:
DUE DATE REPORT PERIOD
October 31, 2010 July 1, 2010 September 30, 2010
January 31, 2011 October 1, 2010 December 30, 2011
April 30, 2011 January 1, 2011 March 31, 2011
July 30, 2011 April 1, 2011 June 30, 2011
In addition, MCBC shall make presentations to the Board of Supervisors as appropriate
or requested.
V. PAYMENT PROVISIONS
A. Contractor shall be paid quarterly in the amount of $22,950.
B. Contractor payments in advance are required because the Contractor's financial
structure requires cash flow to finance the up front costs to facilitate and implement
all aspects of the Competitive Clusters Project.
C. Contractor should mail quarterly invoice to:
Ms. Debby L. Bradshaw, Management Analyst
County of Monterey Administrative Office Intergovernmental Affairs
168 W. Alisal Street 3d Floor
Salinas CA 93901
VI. PERFORMANCE MEASUREMENTS
The following performance measurements will be identified in the contractor's quarterly
reports:
2
BIB]
40389-U01
AGREEMENT-U02
NO.-U02
A-11812-U02
U02
MONTEREY-U02
COUNTY-U02
BUSINESS-U02
COUNCIL-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89586-U03
AI93723-U03
DO94023-U03
C5-U03
AGREEMENTS-U03
7/29/2010-U04
RIVASR-U04
15356-U05
8-U06
A.-U07
APPROVE-U07
A-U07
PROFESSIONAL-U07
SERVICES-U07
AGREEMENT-U07
MONTEREY-U07
COUNTY-U07
BUSINESS-U07
COUNCIL-U07
MCBC)-U07
TERM-U07
JULY-U07
105-ADMINISTRATION-U08
JUAREZ-U09
CYNTHIA-U09
JUAREZC-U10
7/19/2010-U011
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011,-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$91,800,-U012
TO-U012
ADMINISTER-U012
ASPECTS-U012
OF-U012
COMPETITIVE-U012
CLUSTERS-U012
C�);-U012
B.-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
EXECUTE-U012
AGREEMENT.-U012
AGREEMENT NO. A-11812 - MONTE��
A. Outcome of completed cluster Action Initiatives.
B. Amount of private-sector and public-sector dollars generated.
C. Number of partnerships / collaborations developed and the economic outcome.
D. Economic benefits to include number of jobs retained / created due directly or
indirectly to cluster initiatives.
VII. OTHER PROVISIONS
A. The County Administrative Officer or his designee must approve any modifications
or amendments to the above scope of work, budget, or funded activities.
B. Contractor shall acknowledge the Monterey County Board of Supervisors for their
funding contribution on appropriate material/publications.
C. The Contractor shall provide the County Administrative Officer or his designee with
a copy of any written or visual publications funded under the terms of this agreement.
3
BIB]
40389-U01
AGREEMENT-U02
NO.-U02
A-11812-U02
U02
MONTEREY-U02
COUNTY-U02
BUSINESS-U02
COUNCIL-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO89518-U03
MG89556-U03
AS89582-U03
AS89586-U03
AI93723-U03
DO94023-U03
C5-U03
AGREEMENTS-U03
7/29/2010-U04
RIVASR-U04
15356-U05
8-U06
A.-U07
APPROVE-U07
A-U07
PROFESSIONAL-U07
SERVICES-U07
AGREEMENT-U07
MONTEREY-U07
COUNTY-U07
BUSINESS-U07
COUNCIL-U07
MCBC)-U07
TERM-U07
JULY-U07
105-ADMINISTRATION-U08
JUAREZ-U09
CYNTHIA-U09
JUAREZC-U10
7/19/2010-U011
1,-U012
2010-U012
THROUGH-U012
JUNE-U012
30,-U012
2011,-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$91,800,-U012
TO-U012
ADMINISTER-U012
ASPECTS-U012
OF-U012
COMPETITIVE-U012
CLUSTERS-U012
C�);-U012
B.-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
EXECUTE-U012
AGREEMENT.-U012